Equinor (EQNR) launches NOK 1.97B share buy-back to fund employee incentives

Rhea-AI Filing Summary

Equinor ASA has launched a share buy-back programme to supply its employee and management share-based incentive plans. The company has engaged a third party to repurchase shares on the Oslo Stock Exchange between 13 February 2026 and 15 January 2027. The total purchase amount is NOK 1,971,000,000, with a maximum of 19,600,000 shares to be acquired at prices between NOK 50 and NOK 1,000 per share. Up to 7,920,000 shares may be bought from 13 February 2026 to 15 May 2026 and up to 11,680,000 shares from 15 May 2026 to 15 January 2027. Purchases through 12 May 2026 rely on an existing annual general meeting authorization, while later purchases are subject to a new 2026 authorization. The programme is structured under applicable safe harbour rules and EU and Norwegian securities regulations.

Insights

Equity capital markets analyst

Equinor schedules a NOK 1.97B buy-back solely to fund employee share plans.

Equinor plans to repurchase up to 19,600,000 shares for a total of NOK 1,971,000,000 between 13 February 2026 and 15 January 2027. The stated purpose is to meet obligations under share-based incentive plans for employees and management, rather than to retire shares as a capital return measure.

The programme is split, with up to 7,920,000 shares in the period to 15 May 2026 and up to 11,680,000 shares thereafter, and operates within a price band of NOK 50 to NOK 1,000 per share. Earlier purchases rely on an existing shareholder authorization, while later ones require a new 2026 authorization, so continuation depends on that approval.

The activity is conducted on the Oslo Stock Exchange under safe harbour provisions in the Norwegian Securities Trading Act and EU Regulation 2016/1052. As the shares are earmarked for incentive schemes, the net effect on free float and capital structure will depend on future share grants and vesting rather than this repurchase alone.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 1-15200

Equinor ASA
(Translation of registrant's name into English)

FORUSBEEN 50, N-4035, STAVANGER, NORWAY
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

On February 13, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated February 13, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Equinor ASA
		(Registrant)
Date: February 13, 2026		/s/ TORGRIM REITAN
		Torgrim Reitan
		Chief Financial Officer

EXHIBIT 99.1

Equinor ASA: Buy-back of shares to share programmes for employees

Equinor ASA (OSE: EQNR, NYSE: EQNR) has on 4 February 2026 engaged a third party to conduct repurchases of the company's shares to be used in the share-based incentive plans for employees and management for the period from 13 February 2026 until 15 January 2027.

Shares acquired under the buy-back programme from 13 February 2026 to 12 May 2026 is based upon the authorization from the annual general meeting on 14 May 2025, registered in the Norwegian register for business enterprises. According to the authorization, the maximum number of shares to be purchased in the market is 14,400,000, the minimum price that can be paid per share is NOK 50, and the maximum price is NOK 1,000. Share buy-back after 12 May 2026 is subject to a new authorization from the annual general meeting in 2026.

The buy-back programme is time-scheduled, and the share purchases shall take place on specific dates in the period from 13 February 2026 until 15 January 2027 with a determined purchase amount on each date, as set out in the buy-back programme.

The total purchase amount under the share buy-back programme is NOK 1,971,000,000. The maximum number of shares to be acquired is 19,600,000 shares, of which up to 7,920,000 shares can be acquired in the period from 13 February 2026 to 15 May 2026, and up to 11,680,000 shares can be acquired in the period from 15 May 2026 to 15 January 2027.

The shares shall be used to meet obligations towards employees who participate in the company's share-based incentive plans.

Shares will be purchased on the Oslo Stock Exchange. The share buy-back programme is conducted in accordance with applicable safe harbour conditions, and as further set out in the Norwegian Securities Trading Act of 2007, EU Commission Regulation (EC) No 2016/1052 and the Norwegian Financial Supervisory Authority's Guidelines for buy-back programmes from March 2025.

This is information that Equinor is obliged to make public pursuant to the EU Market Abuse Regulation and that is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

Further information from:

Investor relations
Bård Glad Pedersen, senior vice president Investor Relations,
+47 918 01 791

Media
Sissel Rinde, vice president Media Relations,
+47 412 60 584

FAQ

What did Equinor ASA (EQNR) announce in its February 2026 Form 6-K?

Equinor ASA announced a new share buy-back programme to supply shares for employee and management incentive plans. The programme runs from 13 February 2026 to 15 January 2027 and is executed by a third party on the Oslo Stock Exchange.

How large is Equinor ASA's 2026 share buy-back programme for employee plans?

The programme has a total purchase amount of NOK 1,971,000,000 and allows Equinor to acquire up to 19,600,000 shares. These shares are intended to satisfy obligations under the company’s share-based incentive plans for employees and management.

What are the price limits for Equinor ASA (EQNR) share repurchases in this programme?

Equinor’s authorization sets a minimum repurchase price of NOK 50 per share and a maximum price of NOK 1,000 per share. All buy-backs under the programme must occur within this price range on the Oslo Stock Exchange.

How is the Equinor ASA share buy-back programme split over time?

The maximum of 19,600,000 shares is split into two periods: up to 7,920,000 shares may be acquired from 13 February 2026 to 15 May 2026, and up to 11,680,000 shares from 15 May 2026 to 15 January 2027.

What shareholder authorizations support Equinor ASA's 2026 buy-back for employee shares?

Repurchases from 13 February 2026 to 12 May 2026 are based on an authorization granted at the 14 May 2025 annual general meeting. Buy-backs after 12 May 2026 are subject to a new authorization from the annual general meeting in 2026.

Under which regulations is Equinor ASA conducting this share buy-back?

The programme is conducted under applicable safe harbour conditions and follows the Norwegian Securities Trading Act of 2007, EU Commission Regulation (EC) No 2016/1052, and Norwegian Financial Supervisory Authority Guidelines from March 2025 on buy-back programmes.

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Press Releases

• EX-99.1 PRESS RELEASE 3.0 KB