Shell PLC SEC Filings

Shell plc reports that several senior executives received additional shares through dividend reinvestment following the interim dividend paid on December 18, 2025 for the third quarter of 2025. On December 22, 2025, Persons Discharging Managerial Responsibilities acquired dividend shares tied to stock previously delivered under annual bonus plans or vested employee share plans and held in a Share Plan Account. Chief Executive Officer Wael Sawan acquired 3,054.9554 ordinary shares listed in Amsterdam at EUR 31.0198 and 656.18285 shares listed in London at GBP 27.05954. Chief Financial Officer Sinead Gorman acquired 2,145.9574 London-listed shares at GBP 27.05954, while other business leaders, including the heads of Upstream, Integrated Gas, Downstream, Projects and Technology, Trading and Supply, Legal, and Human Resources, also received smaller dividend share allocations across Amsterdam, London, and New York.

Shell plc reports upcoming changes to its Board and key committees. Non-Executive Directors Catherine Hughes, Chair of the Sustainability Committee, and Neil Carson will not stand for re-election at the 2026 Annual General Meeting after around nine and seven years of service respectively.

Shell has appointed Holly Koeppel and Clare Scherrer as Non-Executive Directors, effective January 1, 2026. Holly will join the Audit and Risk Committee and the Sustainability Committee, while Clare will join the Audit and Risk Committee and the Remuneration Committee. After the 2026 AGM, Sir Andrew Mackenzie will chair the Sustainability Committee, and the memberships of the Audit and Risk, Nomination and Succession, Remuneration and Sustainability Committees will be updated to reflect these changes. Each appointment is subject to shareholder reappointment at the 2026 AGM.

Shell plc, a foreign private issuer incorporated in England and Wales, submitted a Form 6-K for December 2025. The report furnishes an exhibit titled “Shell plc Announces Final Results of Exchange Offers”, indicating the company has completed and summarized certain exchange offer transactions in that exhibit.

The Form 6-K is incorporated by reference into Shell’s existing registration statements on Form F-3 and Form S-8, connecting the information in this report to those securities offerings and employee plans. The filing is signed on behalf of Shell plc by Deputy Company Secretary Julie Keefe.

Shell plc reports a series of share repurchases carried out between 3 November and 28 November 2025 as part of its previously announced share buy-back programme. On each trading day, the company bought its own shares on the London Stock Exchange in pounds and on Euronext Amsterdam in euros for cancellation.

For example, on 3 November 2025 Shell purchased 735,106 shares on the LSE at a volume-weighted average price of GBP 28.4781 and 730,983 shares on Euronext Amsterdam at EUR 32.5466. On 28 November 2025, it bought 745,731 shares on the LSE at a volume-weighted average price of GBP 27.8192 and 740,420 shares on Euronext Amsterdam at EUR 31.8187.

The repurchases are executed by Merrill Lynch International, which makes trading decisions independently of Shell from 30 October 2025 through 30 January 2026, under on- and off‑market authorities and in compliance with UK and EU market abuse and listing rules.

Shell plc filed a Form 6-K as a foreign issuer to furnish an exhibit related to a debt or securities offer process. The filing includes Exhibit 99.1, titled “Shell plc Announces Early Participation Results and Extends the Early Participation Premium to all Eligible Holders,” which indicates Shell has reported on the outcome of an early participation phase and decided to extend a related premium to all investors who qualify. The report is also incorporated by reference into Shell’s existing registration statements on Form F-3 and Form S-8, meaning this information becomes part of those broader securities offering and employee incentive plan documents.

Shell plc filed a Form 6-K that furnishes an Underwriting Agreement dated November 3, 2025 among Shell plc, Shell Finance US Inc., and underwriters led by Citigroup Global Markets, HSBC Securities (USA), J.P. Morgan Securities, Morgan Stanley & Co., and SMBC Nikko Securities America. The filing also includes legal opinions: Slaughter and May on Shell plc guarantees and Cravath, Swaine & Moore LLP on the validity of senior debt securities under New York law.

The 6-K is incorporated by reference into Shell’s Form F-3 shelf (Registration Nos. 333-276068, 333-276068-01, 333-276068-02) and into Form S-8 registrations (Registration Nos. 333-262396, 333-272192).

Shell plc reported PDMR share dealings. On October 31, 2025, CEO Wael Sawan elected to participate in a Dividend Reinvestment Plan to reinvest future dividends in a Computershare Share Plan Account. As at October 31, 2025, he held 374,808.246425 ordinary shares of €0.07 each in that account.

Chief Legal Officer Philippa Bounds disposed of 5,973 ordinary shares at £28.34 per share in London, for a total of £169,274.82. These disclosures were made in accordance with EU and UK market abuse regime requirements.

Shell plc reported multiple on- and off‑market share repurchases for cancellation across October 2025 under its existing buy‑back programme. The company executed purchases on major venues including the LSE, Chi‑X (CXE), BATS (BXE), Euronext Amsterdam (XAMS) and CBOE DXE, with volume‑weighted average prices disclosed for each trade.

HSBC Bank plc acted independently for the programme from 31 July 2025 through 24 October 2025. From 30 October 2025 through 30 January 2026, Merrill Lynch International will make trading decisions independently. Examples of aggregate daily activity include 930,000 shares on 1 October and 2,550,000 shares on 10 October, with further notable days such as 1,731,360 shares on 24 October and 1,456,924 shares on 31 October. All transactions were carried out within pre‑set parameters and in accordance with UK Listing Rules and EU/UK MAR requirements.

Shell Finance US Inc. launched a preliminary prospectus supplement for a primary offering of senior unsecured notes, including floating-rate and fixed-rate tranches, fully and unconditionally guaranteed by Shell plc. Application will be made to list the notes on the New York Stock Exchange.

The floating-rate notes will pay interest based on Compounded SOFR (using the SOFR Index), while the fixed-rate notes will pay semiannual interest. The fixed-rate notes may be redeemed at Shell Finance US’s option, including a make-whole call prior to a defined Par Call Date and at par on or after that date; all series are also subject to optional tax redemption. The guarantees rank senior unsecured, and the notes will be issued in book-entry form through DTC, Euroclear and Clearstream. Net proceeds are expected to be used for general corporate purposes.