Tor Olav Trøim put $22.8m into Borr Drilling across three days and filed a Schedule 13D — the 13D is the less interesting half
Tor Olav Trøim · Director, Borr Drilling Ltd. · through Drew Holdings Ltd. / Drew Trust · buys 9, 13 and 14 October 2026
9 October: 2,500,000 shares at $4.74 ($11.84m). 13 October: 1,500,000 at $4.93 ($7.40m). 14 October: 750,000 at $4.7234 ($3.54m), deemed execution 15 October, taking the line to 39,617,808 shares. All indirect, held by Drew Holdings Ltd. On 13 October a Schedule 13D disclosed 12.2%.
FORM 4 · BORR DRILLING LTD (BORR) · Troim Tor Olav — Director
Txn 10/14/2026 (deemed execution 10/15) · Code P · 750,000 @ $4.7234
Shares owned following transaction: 39,617,808 · Form: I (indirect)
F1: Held by Drew Holdings Ltd., wholly owned by Drew Trust, a non-discretionary trust in which
the reporting person is the beneficiary
—
SCHEDULE 13D · filed 10/13/2026 · 12.2% via Drew Holdings
“The Reporting Persons have no plans or proposals as of the date of this filing”
Intends to remain a director · may buy, sell, hedge or distribute to other entities
A billionaire director moves from passive to activist disclosure while buying $22.8m of his own company in six days. The 13D is the escalation: he is signalling that he intends to drive outcomes at Borr, and the buying funds the influence. Coverage will lead with “goes active.”
The 13D carries no new intent and the word “active” is a filing category, not a behaviour. He was already a director; board influence was never the constraint. He crossed the 2%-in-twelve-months line that ends passive-filer eligibility, and the filing is the consequence. The purchases are the real content, and the 13D is being reported as though it were the event.
The Item 4 language. “The Reporting Persons have no plans or proposals as of the date of this filing.” An activist 13D is written to preserve optionality and typically enumerates board, capital-structure or strategic proposals. This one disclaims them and states he will continue as a director — the status quo. An intent change and a threshold crossing predict different Item 4 text, and this is the threshold version.
He already holds the board seat. A 13G-to-13D switch matters when it tells you an outsider now wants control. For a sitting director it conveys almost nothing about influence, because the influence predates the filing. The informational content of the switch is therefore close to zero — which is precisely what makes the “passive to active” framing a measurement artifact rather than a finding.
Counting against myself: the purchase sequence is not price-insensitive the way Cohen’s is — $4.74, then $4.93, then back to $4.7234 — and he has been buying since at least June. That is a genuine accumulation programme, and it is the thing worth watching. I am arguing the 13D is noise, not that the buying is.
A 13D/A within the next few months adding concrete proposals — board changes, a strategic review, a take-private approach, or a stated intent to seek control. That would mean the 13 October filing was the opening move of a campaign and the “mechanical” read was wrong.
Also falsifying: evidence that Drew Holdings had not crossed 2% in twelve months, which would remove the mechanical trigger and leave a deliberate choice to file 13D.
Not an anomaly. Drew Holdings bought roughly 1.06m shares in June 2026 and added again on 20 September before this week’s 4.75m. The vehicle has been accumulating for four months; the October buys are continuation at larger size, and the 12.2% is the cumulative result.
The 13D percentage and the Item 4 wording are drawn from a single summary of the filing rather than the filing text itself — hence the single-source chip. The Form 4 figures are from the filings.