Equinor (NYSE: EQNR) moves to cancel 166M shares in capital cut

Rhea-AI Filing Summary

Equinor ASA has proposed a significant capital restructuring. The board of directors plans to reduce the company’s share capital by NOK 415,146,180.00, from NOK 6,392,018,780.00 to NOK 5,976,872,600.00, by cancelling and redeeming a total of 166,058,472 shares.

The move follows Equinor’s repurchase of its own shares under a share buy-back authorization granted by the annual general meeting in May 2025. The proposal will be put before the company’s general meeting, with formal notice to be announced separately.

Insights

Equity capital structure analyst

Equinor proposes cancelling 166M shares after prior buy-backs, tightening its share capital base.

Equinor ASA plans to cut share capital by NOK 415,146,180.00, reducing legal share capital from NOK 6,392,018,780.00 to NOK 5,976,872,600.00. This is executed via cancellation of treasury shares and redemption of shares held by the Norwegian State.

The proposal is directly linked to earlier repurchases under a share buy-back authorization from the May 2025 annual general meeting, effectively aligning the formal share capital with the lower share count. Economic impact depends on how the general meeting votes when it considers the board’s proposal.

The next concrete milestone is the company’s general meeting, for which notice will be announced separately. Subsequent disclosures may clarify timing of implementation once shareholders have considered and, if applicable, approved the capital reduction.

Key Figures

Capital reduction amount: NOK 415,146,180.00 Share capital before reduction: NOK 6,392,018,780.00 Share capital after reduction: NOK 5,976,872,600.00 +1 more

4 metrics

Capital reduction amount NOK 415,146,180.00 Proposed decrease in share capital

Share capital before reduction NOK 6,392,018,780.00 Current registered share capital

Share capital after reduction NOK 5,976,872,600.00 Proposed new share capital

Shares to be cancelled/redeemed 166,058,472 shares Total shares affected by the proposal

Key Terms

capital reduction, redemption of shares, share buy-back, general meeting, +1 more

5 terms

capital reduction financial

"the company’s share capital is reduced through cancellation of own shares"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

redemption of shares financial

"reduction from the company’s share capital is reduced through cancellation of own shares and redemption of shares belonging"

share buy-back financial

"acquired own shares pursuant to the authorization for share buy-back granted by the annual general meeting"

general meeting financial

"propose to the general meeting of the company that the company’s share capital is reduced"

A general meeting is a formal gathering of a company’s shareholders where key decisions are discussed and voted on, similar to a town-hall where owners set rules for the business. Investors attend or vote remotely to approve matters such as board members, dividend policies, mergers or major changes, making it a direct way to influence management and protect or change the company’s direction. Outcomes can affect the company’s strategy, governance and share value.

Norwegian Securities Trading Act regulatory

"disclosure requirements pursuant to Euronext Oslo Børs Rulebook II section 4.2.4 and Section 5-12 of the Norwegian Securities Trading Act"

The Norwegian Securities Trading Act is the national law that sets the rules for buying, selling and offering financial instruments in Norway, including requirements for fair disclosure, market conduct and investor protection. For investors it matters because it helps ensure companies and intermediaries provide accurate information and prevents abusive trading, much like traffic laws make driving safer and predictable so people can trust the market and make informed decisions.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 April 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 April 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: April 13, 2026		/s/ TORGRIM REITAN
		Torgrim Reitan
		Chief Financial Officer

EXHIBIT 99.1

Equinor ASA: Proposal on capital reduction from the company’s board of directors

The board of directors of Equinor ASA (OSE: EQNR, NYSE: EQNR) has today decided to propose to the general meeting of the company that the company’s share capital is reduced through cancellation of own shares and redemption of shares belonging to the Norwegian State. The proposal is made as a result of the company having acquired own shares pursuant to the authorization for share buy-back granted by the annual general meeting of the company in May 2025.

The proposal entails that the company's share capital shall be reduced by NOK 415,146,180.00 from NOK 6,392,018,780.00 to NOK 5,976,872,600.00 through cancellation and redemption of a total of 166,058,472 shares. Notice of the general meeting of the company which will attend to the board’s proposal will be announced separately at a later stage.

This information is subject to the disclosure requirements pursuant to Euronext Oslo Børs Rulebook II section 4.2.4 and Section 5-12 of the Norwegian Securities Trading Act.

Contact persons:

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

Media relations:
Sissel Rinde, Vice president Media Relations,
+47 412 60 584

FAQ

What capital reduction has Equinor (EQNR) proposed?

Equinor has proposed reducing its share capital by NOK 415,146,180.00. This would cut legal share capital from NOK 6,392,018,780.00 to NOK 5,976,872,600.00, reflecting the cancellation and redemption of previously acquired shares.

How many Equinor shares are affected by the proposed capital reduction?

The proposal covers a total of 166,058,472 shares. These shares will be removed through cancellation of Equinor’s own shares and redemption of shares held by the Norwegian State, aligning the share capital with the reduced share base after buy-backs.

Why is Equinor proposing this capital reduction?

Equinor’s board is acting because the company previously acquired its own shares under a May 2025 share buy-back authorization. The reduction formally cancels these repurchased shares and related state-held shares, adjusting the company’s registered share capital to the new level.

Does Equinor’s capital reduction proposal require shareholder approval?

Yes. The board’s proposal will be presented to Equinor’s general meeting for consideration. A separate notice convening that general meeting will be announced later, and the capital reduction depends on the outcome of that shareholder decision process.

How is the Norwegian State involved in Equinor’s capital reduction?

Part of the proposal is the redemption of shares belonging to the Norwegian State. Alongside cancellation of Equinor’s own shares, this redemption contributes to the total 166,058,472 shares being removed from the company’s share capital framework.

Which regulations does Equinor cite for this capital change announcement?

The announcement is made under Euronext Oslo Børs Rulebook II section 4.2.4 and Section 5-12 of the Norwegian Securities Trading Act, which set disclosure requirements for significant corporate actions by listed companies like Equinor.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 1.9 KB