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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Borr Drilling Limited (Name of Issuer) |
Common Shares (Title of Class of Securities) |
(CUSIP Number) |
Erling Lind Lochenveien 2, Oslo, Q8, 0286 47 90 91 23 95 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/05/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Drew Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
37,367,808.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Tor Olav Troim | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NORWAY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
37,367,808.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Borr Drilling Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
S. E. Pearman Building, 2nd Floor 9 Par-la-Ville Road, Hamilton,
BERMUDA
, HM11. | |
Item 1 Comment:
Drew Holdings Ltd. previously reported its beneficial ownership of the common shares, $0.10 par value per share (the "Common Shares"), of Borr Drilling Limited (the "Issuer") on a Schedule 13G, with its most recent filing, a Schedule 13G/A, filed on August 5, 2026. This Schedule 13D is being filed pursuant to 15 U.S.C. 78m(d)(6)(B) to report that Drew Holdings Ltd. has acquired more than two percent of the Issuer's shares of Common Shares outstanding in the preceding twelve months. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Drew Holdings Ltd. and Mr. Tor Olav Troim (collectively the "Reporting Persons").
Mr. Tor Olav Troim is the sole shareholder of Drew Holdings Ltd.
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| (b) | The address of the principal place of business of Drew Holdings Ltd. is as follows: 19 Par-la-Ville Road, 1st Floor, Hamilton HM 11, Bermuda. The address of the principal place of business of Mr. Tor Olav Troim is as follows: c/o Drew Holdings Ltd., 19 Par-la-Ville Road, 1st Floor, Hamilton HM 11, Bermuda. | |
| (c) | The principal business of Drew Holdings Ltd. is acting as a company that holds various assets for the benefit of its shareholder. Mr. Tor Olav Troim is a director of the Issuer, an international jackup drilling contractor.
The addresses of the Reporting Persons' principal offices are set forth in paragraph (b) of this item.
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| (d) | None. | |
| (e) | None. | |
| (f) | Drew Holdings Ltd. is incorporated under the laws of Bermuda. Mr. Tor Olav Troim is a citizen of Norway. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons purchased their shares with working capital.
Mr. Tor Olav Troim received 54,545 shares as compensatory equity awards in connection with his service as a director of the Issuer. No funds or other consideration were used.
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| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the shares of Common Shares for investment or other purposes, from working capital and as disclosed in Item 3, which is incorporated by reference. The Reporting Persons intend to evaluate their investment in the Common Shares on a continual basis.
The Reporting Persons may, from time to time: (i) acquire additional shares of Common Shares and/or other securities of the Issuer; (ii) retain or sell all or a portion of the shares of Common Shares and/or other securities of the Issuer held by the Reporting Persons; (iii) engage in any other hedging or similar transactions with respect to the shares of Common Shares and/or other securities of the Issuer; and/or (iv) distribute the Common Shares held by the Reporting Persons to other entities.
Mr. Tor Olav Troim serves as a director of the Issuer, and, in such capacity, may participate in discussions regarding every aspect of the Issuer's governance, management, and operations, including activities that may relate to actions enumerated in Item 4 of Schedule 13D, whether with management, other directors, investors, advisers, and other persons.
The Reporting Persons may review or reconsider their position, change their purpose, and/or formulate plans or proposals related to actions enumerated in Item 4 of Schedule 13D depending upon the Reporting Persons' review of several factors, including, among others, the price levels of the Common Shares, general market and economic conditions, ongoing evaluations of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Persons' need for liquidity, and other future developments and factors deemed relevant.
The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth in this Schedule 13D, relate to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | See items 11 and 13 of the cover page to this Schedule 13D for the number of shares of Common Shares and percentage of Common Shares beneficially owned by the Reporting Persons. The percentage is calculated out of 307,391,018 shares outstanding. | |
| (b) | See items 7 through 10 of the cover page to this Schedule 13D for the number of shares of Common Shares beneficially owned by the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as set forth below, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.
Drew Holdings Ltd. engaged in the following purchases of shares of Common Shares in the past sixty days in the open market:
- 2,500,000 shares on October 9, 2026, at an average price of USD $4.7374 per share.
- 1,250,000 shares on October 7, 2026, at an average price of USD $4.3122 per share.
- 1,500,000 shares on October 6, 2026, at an average price of USD $4.2428 per share.
- 1,500,000 shares on October 5, 2026, at an average price of USD $4.1314 per share.
- 150,000 shares on September 17, 2026, at an average price of USD $4.3795 per share.
- 1,000,000 shares on September 16, 2026, at an average price of USD $4.2995 per share.
- 200,000 shares on August 24, 2026, at an average price of USD $4.3731 per share.
- 500,000 shares on August 14, 2026, at an average price of USD $4.3868 per share.
- 1,500,000 shares on August 13, 2026, at an average price of USD $4.0245 per share.
The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price.
Mr. Tor Olav Troim transferred 81,867 shares to Drew Holdings Ltd. on October 9, 2026.
Mr. Tor Olav Troim received 54,545 shares as compensatory equity awards in connection with his service as a director of the Issuer that vested on September 30, 2026. No funds or other consideration were used.
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| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mr. Tor Olav Troim receives compensatory equity awards, pursuant to the Issuer's Long-Term Incentive Plan, in connection with his service as a director of the Issuer.
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| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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