Shell PLC SEC Filings

Shell plc filed its annual Form 20-F for the year ended December 31, 2025, outlining strategy, performance and climate progress. The company reported income of $18.1 billion and Adjusted Earnings of $18.5 billion, with cash flow from operating activities of $42.9 billion and free cash flow of $26.1 billion. Capital expenditure was $18.9 billion, cash capital expenditure $20.9 billion, alongside $13.9 billion of share buybacks and $8.5 billion of dividends.

Management highlights structural cost reductions of $5.1 billion since 2022, ahead of plan, and a framework targeting 40–50% of operating cash flow for shareholder distributions and $20–22 billion annual cash capex from 2025 to 2028. Strategy centers on growing integrated gas and LNG, sustaining liquids production around 1.4 million barrels per day, and reshaping Downstream, Renewables and Energy Solutions to lift returns.

On climate, Shell reiterates its 2050 net-zero ambition, noting it has achieved around 70% of its 2030 target to halve Scope 1 and 2 emissions versus 2016. Net carbon intensity of energy products is down 9% versus 2016 and emissions from use of oil products are down 18% compared with 2021.

Shell plc uses this report to detail daily share repurchases carried out in February 2026 under its previously announced on- and off-market buy-back programme. On multiple trading days from 5 to 27 February 2026, the company bought ordinary shares for cancellation across several European venues.

Purchases were executed on the LSE, Chi-X (CXE), BATS (BXE), Euronext Amsterdam (XAMS), CBOE DXE and TQEX, with prices generally ranging from about GBP 27–30 per share in London and EUR 32–35 per share in Amsterdam and related platforms. Morgan Stanley & Co. International plc is mandated to make trading decisions independently for this programme between 5 February and 1 May 2026.

The company states that the buy-backs are conducted under its general authorities to repurchase shares on- and off-market and are structured to comply with UK Listing Rules, EU and UK versions of the Market Abuse Regulation, and the associated delegated regulations governing issuer buy-back activity.

Shell plc reports that several senior executives have received part of their annual bonuses in company shares. A portion of each bonus is paid in cash and a portion in shares, which are subject to a three-year holding period that continues even after employment ends.

Recipients include the Chief Executive Officer Wael Sawan, who acquired 23,980 SHEL shares at GBP 30.11, and Chief Financial Officer Sinead Gorman, who acquired 15,841 shares at the same price. Other business leaders across upstream, trading, integrated gas, downstream, renewables, and projects also received ordinary shares of €0.07 each, delivered outside a trading venue as bonus share awards.

Shell plc reports that several senior executives received conditional awards of performance shares under the Shell Share Plan 2023 on 6 February 2026. These are share-based incentive grants, not market purchases or sales.

Chief Executive Officer Wael Sawan received a conditional award of 165,975 ordinary shares at a reference price of 27.745 per share, with a total value of 4,604,976.38 in GBP terms. Chief Financial Officer Sinead Gorman was awarded 98,677 shares at the same reference price, totalling 2,737,793.37. Other PDMRs, including leaders of Projects & Technology, Upstream, Integrated Gas, Downstream, Trading and Supply, and HR, received conditional awards ranging from 35,338 to 52,443 shares each, some referenced in EUR at 32.09 per share.

Shell plc has completed a competitive audit tender launched in early Q4 2025 and the Board has approved the proposed appointment of PricewaterhouseCoopers LLP (PwC) as external auditor starting with the financial year ending December 31, 2027, subject to shareholder approval at the 2027 Annual General Meeting.

Ernst & Young (EY) will remain Shell’s external auditor for the financial year ending December 31, 2026, subject to shareholder approval at the 2026 Annual General Meeting. Over the past two years EY issued only unqualified reports on Shell’s consolidated financial statements and internal control over financial reporting, and Shell reports no disagreements with EY on accounting, disclosure, or audit matters.

Shell plc announced a fourth quarter 2025 interim dividend of US$ 0.372 per ordinary share, with a corresponding US$ 0.744 per ADS since each ADS represents two ordinary shares. Shareholders can receive the dividend in US dollars, euros or pounds sterling, with currency elections closing at 11:00am GMT on March 6, 2026. The ex-dividend dates are February 19, 2026 for ordinary shares and February 20, 2026 for ADSs, the record date is February 20, 2026, and payment is scheduled for March 30, 2026.

Shell plc furnished a Form 6-K as a foreign private issuer, providing investors access to its Unaudited Condensed Financial Report for the three and twelve month periods ended December 31, 2025.

The filing includes Shell’s unaudited condensed consolidated financial statements and a business review for these periods and attaches them as Exhibit 99.2. It also incorporates this information by reference into existing Form F-3 and Form S-8 registration statements, allowing those offerings to rely on the latest financial and business disclosures.

Shell plc uses this Form 6-K to report daily repurchases of its own shares for cancellation during January 2026. On multiple trading days from 02 January to 30 January 2026, the company bought shares on the London Stock Exchange in GBP and on Euronext Amsterdam in EUR.

Each block of transactions forms part of the on- and off‑market limbs of Shell’s existing share buy-back programme first announced on 30 October 2025. Merrill Lynch International is mandated to make trading decisions independently of Shell between 30 October 2025 and 30 January 2026, with all activity carried out under preset parameters and in line with UK and EU market abuse and listing rules.

Shell plc provides an outlook for its fourth quarter 2025 performance across all segments. Integrated Gas production is expected between 930 and 970 kboe/d with LNG liquefaction volumes of 7.5 to 7.9 MT, and trading and optimisation is expected to be in line with Q3 2025. Upstream production is guided to 1,840 to 1,940 kboe/d, including the impact of the incorporated Adura joint venture.

Marketing sales volumes are expected to be seasonally lower at 2,650 to 2,750 kb/d and Marketing adjusted earnings are expected to be below Q4 2024 due to a non-cash deferred tax adjustment in a joint venture. In Chemicals and Products, indicative refining margins improve to $14/bbl while indicative chemicals margins ease to $140/tonne, and segment adjusted earnings are expected to be below break-even with a significant loss in the Chemicals sub-segment from a non-cash deferred tax adjustment.

Group cash flow from operations excluding working capital is expected to include an approximately $1.5 billion outflow tied to timing of German BEHG emissions certificate payments, while working capital will reflect a typical approximately $1.2 billion German Mineral Oil Tax payment. Renewables and Energy Solutions adjusted earnings are guided in a range from a loss of $0.2 billion to a profit of $0.2 billion, and Corporate adjusted earnings are expected between a loss of $0.6 billion and $0.4 billion. Final Q4 2025 results are scheduled for publication on February 5, 2026.