[6-K] Shell plc Current Report (Foreign Issuer)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 1-32575
Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
Shell Centre
London, SE1 7NA
United Kingdom
(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 [ ]
Shell third quarter 2025 update note
The following is an update to the third quarter 2025 outlook and gives an overview of our current expectations for the third quarter. Outlooks presented may vary from the actual third quarter 2025 results and are subject to finalisation of those results, which are scheduled to be published on October 30, 2025. Unless otherwise indicated, all outlook statements exclude identified items.
See appendix for the definition of the non-GAAP measure used and the most comparable GAAP measure.
Integrated Gas
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| Production (kboe/d) | 913 | 910 - 950 | |
| LNG liquefaction volumes (MT) | 6.7 | 7.0 - 7.4 | |
| Underlying opex | 1.0 | 1.0 - 1.2 | |
| Pre-tax depreciation | 1.6 | 1.4 - 1.8 | |
| Taxation charge | 0.5 | 0.4 - 0.7 | |
| Other Considerations: | |||
| Trading & Optimisation is expected to be significantly higher than Q2’25. | |||
Upstream
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| Production (kboe/d) | 1,732 | 1,790 - 1,890 | |
| Underlying opex | 2.0 | 1.9 - 2.5 | |
| Pre-tax depreciation | 2.4 | 2.3 - 2.9 | |
| Taxation charge | 2.2 | 1.5 - 2.3 | |
| Other Considerations: | |||
| Adjusted Earnings are expected to reflect a $0.2 - 0.4 billion hurt related to the rebalancing of participation interests in Brazil1. | |||
1 Reflects the finalisation of the redetermination proposal for the unitised Tupi field and subsequent submission to Brazilian National Agency of Petroleum, Natural Gas and Biofuels (ANP).
Marketing
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| Sales volumes (kb/d) | 2,813 | 2,650 - 3,050 | |
| Underlying opex | 2.5 | 2.4 - 2.8 | |
| Pre-tax depreciation | 0.6 | 0.5 - 0.7 | |
| Taxation charge | 0.4 | 0.2 - 0.6 | |
| Other Considerations: | |||
| Marketing adjusted earnings are expected to be higher than Q2’25. | |||
Chemicals and Products
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| Indicative refining margin* | $8.9/bbl | $11.6/bbl | |
| Indicative chemicals margin* | $166/tonne | $160/tonne | The Chemicals sub-segment adjusted earnings are expected to be a loss. |
| Refinery utilisation | 94% | 94% - 98% | |
| Chemicals utilisation | 72% | 79% - 83% | |
| Underlying opex | 1.9 | 1.8 - 2.2 | |
| Pre-tax depreciation | 0.9 | 0.8 - 1.0 | |
| Taxation charge / (credit) | (0.1) | (0.1) - 0.4 | |
| Other Considerations: | |||
| Trading & Optimisation is expected to be higher than Q2’25. | |||
*See appendix
Renewables and Energy Solutions
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| Adjusted Earnings | — | (0.2) - 0.4 |
Corporate
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| Adjusted Earnings | (0.5) | (0.5) - (0.3) |
Shell Group
| $ billions | Q2’25 | Q3’25 Outlook | Comment |
| CFFO: | |||
| Tax paid | 3.4 | 2.1 - 2.9 | |
| Financial Derivative Instruments | 0.9 | (2) - 2 | |
| Working capital | (0.4) | (3) - 1 | |
| Other Shell Group Considerations: | |||
| Non-cash post tax impairments & provisions of ~$0.6 billion are expected in the Marketing segment due to the Rotterdam HEFA project cancellation. These are reported as identified items. | |||
| As stated in the Q2’25 QRA post balance sheet events, an increase in gearing of 0.4% is expected in Q3’25 related to new pension legislation in the Netherlands. The non-cash adjustment of the previously recognised pension surplus will not impact net debt. | |||
Guidance
The ‘Quarterly Databook’ contains guidance on Indicative Refining Margin, Indicative Chemicals Margin and full-year price and margin sensitivities.
Consensus
The company compiled consensus, managed by Vara Research, is expected to be published on October 22, 2025.
Appendix
Indicative Margins
| Chemicals & Products | Q2’25 | Q3’25 Updated Outlook |
| Indicative refining margin | $8.9/bbl | $11.6/bbl |
| Indicative chemicals margin | $166/tonne | $160/tonne |
Volume Data
| Operational Metrics | Q2’25 | Q3’25 QPR Outlook | Q3’25 Updated Outlook |
| Integrated Gas | |||
| Production (kboe/d) | 913 | 910 - 970 | 910 - 950 |
| LNG liquefaction volumes (MT) | 6.7 | 6.7 - 7.3 | 7.0 - 7.4 |
| Upstream | |||
| Production (kboe/d) | 1,732 | 1,700 - 1,900 | 1,790 - 1,890 |
| Marketing | |||
| Sales volumes (kb/d) | 2,813 | 2,600 - 3,100 | 2,650 - 3,050 |
| Chemicals & Products | |||
| Refinery utilisation | 94% | 88% - 96% | 94% - 98% |
| Chemicals utilisation | 72% | 78% - 86% | 79% - 83% |
Underlying Opex
Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors. For further details see the 2nd Quarter 2025 and half year unaudited results.
| $ billions | Q2’25 | Q2’25 Adjusted | Q3’25 Updated Outlook |
| Production and manufacturing expenses | 4.9 | ||
| Selling, distribution and administrative expenses | 3.1 | ||
| Research and development | 0.3 | ||
| Operating Expenses (Opex) | 8.3 | 8.3 | |
| Less: Identified Items | 0.1 | ||
| Underlying Opex | 8.1 | ||
| of which: | |||
| Integrated Gas | 1.0 | 1.0 | 1.0 - 1.2 |
| Upstream | 2.1 | 2.0 | 1.9 - 2.5 |
| Marketing | 2.5 | 2.5 | 2.4 - 2.8 |
| Chemicals and Products | 1.9 | 1.9 | 1.8 - 2.2 |
| Renewables and Energy Solutions | 0.6 | 0.6 |
Depreciation, depletion and amortisation
| $ billions | Q2’25 | Q2’25 Adjusted | Q3’25 Updated Outlook |
| Depreciation, Depletion & Amortisation | 6.7 | 6.7 | |
| Less: Identified Items | 1.2 | ||
| Pre-tax depreciation (as Adjusted) | 5.5 | ||
| of which: | |||
| Integrated Gas | 2.3 | 1.6 | 1.4 - 1.8 |
| Upstream | 2.4 | 2.4 | 2.3 - 2.9 |
| Marketing | 0.9 | 0.6 | 0.5 - 0.7 |
| Chemicals and Products | 1.0 | 0.9 | 0.8 - 1.0 |
| Renewables and Energy Solutions | 0.2 | 0.1 |
Taxation Charge
| $ billions | Q2’25 | Q2’25 Adjusted | Q3’25 Updated Outlook |
| Taxation Charge | 2.3 | 2.3 | |
| Less: Identified Items and Cost of supplies adjustment | (0.5) | ||
| Taxation Charge (as Adjusted) | 2.8 | ||
| of which: | |||
| Integrated Gas | 0.3 | 0.5 | 0.4 - 0.7 |
| Upstream | 2.2 | 2.2 | 1.5 - 2.3 |
| Marketing | 0.3 | 0.4 | 0.2 - 0.6 |
| Chemicals and Products | (0.2) | (0.1) | (0.1) - 0.4 |
| Renewables and Energy Solutions | — | — |
Adjusted Earnings
The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest. For further details see the 2nd Quarter 2025 and half year unaudited results.
| $ billions | Q2’25 | Q2’25 Adjusted | Q3’25 Updated Outlook |
| Income/(loss) attributable to Shell plc shareholders | 3.6 | 3.6 | |
| Add: Current cost of supplies adjustment attributable to Shell plc shareholders | 0.3 | ||
| Less: Identified items attributable to Shell plc shareholders | (0.3) | ||
| Adjusted Earnings | 4.3 | ||
| of which: | |||
| Renewables and Energy Solutions | (0.3) | — | (0.2) - 0.4 |
| Corporate | (0.5) | (0.5) | (0.5) - (0.3) |
Working Capital
Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.
Enquiries
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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.
The numbers presented in this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures due to rounding.
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 any 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, October 7, 2025. 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, Cash flow from operating activities excluding working capital movements, Cash capital expenditure, Net debt and Underlying operating expense.
Adjusted
Earnings are measures used to evaluate Shell’s performance in the period and over time.
The
“Adjusted Earnings” are measures which aim to facilitate a comparative understanding
of Shell’s financial performance from period to period by removing the effects of oil
price changes on inventory carrying amounts and removing the effects of identified items.
Adjusted Earnings is defined as income/(loss) attributable to shareholders adjusted
for the current cost of supplies and excluding identified items. All items include the non-controlling
interest component.
Cash flow from operating activities excluding working capital movements
is a measure used by Shell to analyse its operating cash generation over time excluding the
timing effects of changes in inventories and operating receivables and payables from period
to period. Working capital movements are defined as the sum of the following items in the
Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease
in current receivables, and (iii) increase/(decrease) in current payables. Cash capital expenditure
is the sum of the following lines from the Consolidated Statement of Cash flows: Capital
expenditure, Investments in joint ventures and associates and Investments in equity securities.
Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents,
adjusted for the fair value of derivative financial instruments used to hedge foreign exchange
and interest rate risks relating to debt, and associated collateral balances. Underlying
operating expenses is a measure of Shell’s cost management performance and aimed at
facilitating a comparative understanding of performance from period to period by removing
the effects of identified items, which, either individually or collectively, can cause volatility,
in some cases driven by external factors. Underlying operating expenses comprises the following
items from the Consolidated statement of Income: production and manufacturing expenses; selling,
distribution and administrative expenses; and research and development expenses and removes
the effects of identified items such as redundancy and restructuring charges or reversals,
provisions or reversals and others.
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.
LEI number of Shell plc: 21380068P1DRHMJ8KU70
This Report on Form 6-K is incorporated by reference into:
| (a) | the Registration Statement on Form F-3 of Shell plc, Shell Finance US Inc. and Shell International Finance B.V. (Registration Numbers 333-276068, 333-276068-01 and 333-276068-02); and |
| (b) | the Registration Statements on Form S-8 of Shell plc (Registration Numbers 333-262396 and 333-272192). |
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.
| Shell plc | ||
| (Registrant) | ||
| Date: October 7, 2025 | /s/ SEAN ASHLEY | |
| Sean Ashley | ||
| Company Secretary | ||
