Shell announces commencement of a share buyback programme
Rhea-AI Summary
Shell (SHEL) has commenced a $3.5 billion share buyback programme covering about three months, with purchases to complete prior to its Q1 2026 results announcement. Purchases split evenly: $1.75bn via a London contract and $1.75bn via a Netherlands contract, for up to 400,000,000 ordinary shares, all to be cancelled. Trades will be executed by a single broker under irrevocable contracts across specified UK and Netherlands venues and conducted under applicable UK and EU MAR rules and shareholder authorities from the 2025 AGM.
Positive
- $3.5 billion aggregate buyback demonstrates capital return commitment
- Buybacks split $1.75bn London / $1.75bn Netherlands for execution flexibility
- Maximum of 400,000,000 shares authorised for repurchase and cancellation
Negative
- Buyback may reduce cash available for other corporate uses or investments
- Use of irrevocable contracts concentrates execution with a single broker
News Market Reaction
On the day this news was published, SHEL declined 5.28%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
Shell gained 1.49% pre-announcement with mixed peer moves: CVX +1.31%, XOM +2.41%, TTE +0.84%, while BP and PBR were slightly negative.
Previous Buybacks Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Oct 30 | Buyback launch | Positive | -1.1% | Commencement of $3.5B buyback before Q4 2025 results, 500M-share cap. |
| Jul 31 | Buyback launch | Positive | +0.7% | New $3.5B buyback through Oct 24, 2025, up to 602.1M shares. |
| May 02 | Buyback launch | Positive | +2.8% | $3.5B buyback ahead of Q2 2025 results, 320M-share limit. |
| Jan 30 | Buyback launch | Positive | +2.9% | $3.5B buyback for Q1 2025; $2.1B London, $1.4B Netherlands. |
| Oct 31 | Buyback launch | Positive | +3.0% | $3.5B buyback before Q4 2024 results, up to 525M shares. |
Shell has repeatedly announced $3.5 billion buyback programmes; 4 of the last 5 such announcements saw positive next-day moves, with one negative reaction.
Over the past 15 months, Shell has consistently launched $3.5 billion buyback tranches tied to quarterly reporting cycles. Each programme used split London/Netherlands contracts with defined share caps and full cancellation of repurchased stock. Price reactions have mostly been positive, though the Oct 30, 2025 start saw a -1.09% move. Today’s announcement continues this pattern of capital returns and share count reduction under shareholder authorities.
Historical Comparison
In the past five buyback announcements, Shell’s average next-day move was 1.66%, giving a clear benchmark for how markets have typically reacted to similar $3.5B programmes.
Shell has repeatedly deployed $3.5 billion buyback tranches aligned with quarterly results, using split London/Netherlands contracts and cancelling all repurchased shares to systematically reduce issued capital.
Market Pulse Summary
The stock moved -5.3% in the session following this news. A negative reaction despite a new $3.5 billion buyback would fit prior anomalies such as the Oct 30, 2025 announcement, which saw a -1.09% move. While this type of news has typically produced positive next‑day performance, history shows occasional divergence. The structured, time‑bound contracts and cancellation mechanics remain unchanged, so any decline would more likely reflect broader positioning or expectations than a change in programme design.
Key Terms
uk listing rules regulatory
eu mar regulatory
AI-generated analysis. Not financial advice.
Shell plc
Shell announces commencement of a share buyback programme
February 5, 2026
Shell plc (the ‘Company’) today announces the commencement of a
The Company has entered into an arrangement with a single broker consisting of two irrevocable, non-discretionary contracts, to enable the purchase of ordinary shares on both London market exchanges (the London Stock Exchange and/or on BATS and/or on Chi-X) (pursuant to one ‘London contract’) and Netherlands exchanges (Euronext Amsterdam and/or on CBOE Europe DXE and/or on Turquoise Europe) (pursuant to one ‘Netherlands contract’) for a period up to and including May 1, 2026. The aggregate maximum consideration for the purchase of ordinary shares under the London contract is
The maximum number of ordinary shares which may be purchased or committed to be purchased by the Company under the programme (across both contracts) is 400,000,000, which is the maximum number remaining as of the date of this announcement pursuant to the relevant authorities granted by shareholders at the Company's 2025 Annual General Meeting.
The broker will make its trading decisions in relation to the Company's securities independently of the Company.
The programme will be conducted in accordance with Chapter 9 of the UK Listing Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with buy-back programmes (‘EU MAR’) and EU MAR as “onshored” into UK law from the end of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time and the Commission Delegated Regulation (EU) 2016/1052 (the ‘EU MAR Delegated Regulation’) and the EU MAR Delegated Regulation as “onshored” into UK law from the end of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced, including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.
Enquiries
Media: International +44 (0) 207 934 5550; U.S. and Canada: https://www.shell.us/about-us/news-and-insights/media/submit-an-inquiry.html
Cautionary Note
The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.
Forward-Looking statements
This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; “aspire”; “aspiration”; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F and amendment thereto for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, February 5, 2026. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.
Shell’s net carbon intensity
Also, in this announcement we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.
Shell’s net-zero emissions target
Shell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.
Forward-Looking non-GAAP measures
This announcement may contain certain forward-looking non-GAAP measures such as adjusted earnings and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.
The contents of websites referred to in this announcement do not form part of this announcement.
We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F and any amendment thereto, File No 1-32575, available on the SEC website www.sec.gov.
FAQ
How large is Shell's (SHEL) February 5, 2026 buyback programme?
When does Shell (SHEL) expect to complete the buyback programme?
Will Shell (SHEL) cancel the shares repurchased under the buyback?
How will Shell (SHEL) execute share purchases across markets?
Does the buyback use shareholder authorities previously granted to Shell (SHEL)?
