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 2026
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 2026 update note
The following is an update to the third quarter 2026 outlook and gives an overview of our current expectations
for the third quarter. Outlooks presented may vary from the actual third quarter 2026 results and are subject to finalisation of those
results, which are scheduled to be published on 29 October, 2026. Unless otherwise indicated, all outlook statements exclude identified
items.
See appendix for the definition of the non-GAAP measure used, the reconciliation from GAAP to non-GAAP and the most comparable GAAP
measure.
Integrated Gas
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| Production (kboe/d) |
631 |
740
- 780 |
|
| LNG liquefaction volumes
(MT) |
7.7 |
7.2
- 7.6 |
|
| Underlying opex |
1.1 |
1.3
- 1.5 |
|
| Pre-tax depreciation |
1.2 |
1.1
- 1.5 |
|
| Taxation charge |
0.8 |
0.6
- 0.9 |
|
| Other
Considerations: |
Trading
& Optimisation is expected to be in line with Q2’26.
Outlook includes the acquisition of ARC resources, which completed
on 2 September, 2026. |
Upstream
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| Production (kboe/d) |
1,824 |
1,735
- 1,835 |
|
| Underlying opex |
2.2 |
2.1
- 2.5 |
|
| Pre-tax depreciation |
2.5 |
2.2
- 2.8 |
|
| Taxation charge |
2.8 |
2.5
- 3.3 |
|
| Other
Considerations: |
| Q3’26
exploration well write-offs are expected to be ~$0.3 billion. |
Marketing
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| Sales volumes (kb/d) |
2,570 |
2,550
- 2,650 |
|
| Underlying opex |
2.5 |
2.3
- 2.7 |
|
| Pre-tax depreciation |
0.6 |
0.5
- 0.7 |
|
| Taxation charge |
0.4 |
0.2
- 0.5 |
|
| Other
Considerations: |
| Marketing
adjusted earnings are expected to be lower than Q2’26. |
Chemicals and Products
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| Indicative refining
margin* |
$24/bbl |
$42/bbl |
|
| Indicative chemicals
margin* |
$270/tonne |
$208/tonne |
|
| Refinery utilisation |
102% |
93%
- 97% |
Low
Rhine water levels impacting Rheinland refinery utilisation. |
| Chemicals utilisation |
83% |
81%
- 85% |
|
| Underlying opex |
1.9 |
1.7
- 2.1 |
|
| Pre-tax depreciation |
1.1 |
1.1
- 1.3 |
|
| Taxation charge /
(credit) |
0.6 |
1.0
- 1.5 |
|
| Other
Considerations: |
| Trading
& Optimisation is expected to be in line with Q2’26. |
*See appendix
Renewables and Energy Solutions
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| Adjusted Earnings
|
0.1 |
0.0
- 0.4 |
|
Corporate
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| Adjusted
Earnings |
(0.6) |
(0.8)
- (0.6) |
|
Shell Group
| $
billions |
Q2’26 |
Q3’26
Outlook |
Comment |
| CFFO: |
| Tax paid |
2.9 |
3.1
- 3.9 |
|
| Financial
Derivative Instruments movements |
(0.4) |
0
- 5 |
|
| Other |
0.1 |
(4)
- 1 |
CFFO
excluding working capital is expected to include an ~$2.5 billion outflow related to timing of payments of emissions certificates
relating to the German BEHG*. |
| Working capital |
3.4 |
(4)
- 1 |
|
| Other
Shell Group Considerations: |
| CFFO
excluding working capital includes a $0.8 billion JV dividend inflow, which is offset by a $0.8 billion outflow through working capital
(as funds were previously held in deposit by the corporate segment). The net impact on CFFO is zero. |
| Non-cash
post tax impairments of biogas assets in Marketing are expected to be largely offset by an impairment reversal in Integrated Gas.
Both are reported as identified items. |
| Net
debt will be impacted by ARC acquisition cash consideration & assumption of debt and an increase in variable components of long-term
shipping leases in the current macro environment. |
*Brennstoffemissionshandelsgesetz (Fuel Emissions Trading Act), historically paid in the 4th quarter of each calender year
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 21, 2026.
Appendix
Indicative Margins
| Chemicals
& Products |
Q2’26 |
Q3’26
Updated Outlook |
| Indicative
refining margin |
$24/bbl |
$42/bbl |
| Indicative
chemicals margin |
$270/tonne |
$208/tonne |
Volume Data
| Operational
Metrics |
Q2’26 |
Q3’26
QPR Outlook |
Q3’26
Updated Outlook |
| Integrated
Gas |
|
|
|
| Production
(kboe/d) |
631 |
570
- 630* |
740
- 780 |
| LNG liquefaction
volumes (MT) |
7.7 |
7.1
- 7.7 |
7.2
- 7.6 |
| Upstream |
|
|
|
| Production
(kboe/d) |
1,824 |
1,680
- 1,880 |
1,735
- 1,835 |
| Marketing |
|
|
|
| Sales volumes
(kb/d) |
2,570 |
2,550
- 2,750 |
2,550
- 2,650 |
| Chemicals
& Products |
|
|
|
| Refinery
utilisation |
102% |
93%
- 101% |
93%
- 97% |
| Chemicals
utilisation |
83% |
78%
- 86% |
81%
- 85% |
*Q3’26 QPR production outlook excluded volumes from ARC Resources and Qatar.
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. 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. For further details see the 2nd Quarter
2026 and half year unaudited results.
| $
billions |
Q2’26 |
Q2’26
Adjusted |
Q3’26
Updated Outlook |
| Production
and manufacturing expenses |
5.5 |
|
|
| Selling,
distribution and administrative expenses |
2.9 |
|
|
| Research
and development |
0.3 |
|
|
| Operating
Expenses (Opex) |
8.7 |
8.7 |
|
| Less: Identified
Items |
|
0.2 |
|
| Underlying
Opex |
|
8.4 |
|
|
of which: |
|
|
|
|
Integrated Gas |
1.1 |
1.1 |
1.3
- 1.5 |
|
Upstream |
2.2 |
2.2 |
2.1
- 2.5 |
|
Marketing |
2.5 |
2.5 |
2.3
- 2.7 |
|
Chemicals and Products |
2.0 |
1.9 |
1.7
- 2.1 |
|
Renewables and Energy Solutions |
0.6 |
0.6 |
|
Depreciation, depletion and amortisation
| $
billions |
Q2’26 |
Q2’26
Adjusted |
Q3’26
Updated Outlook |
| Depreciation,
Depletion & Amortisation |
6.2 |
6.2 |
|
| Less: Identified
Items |
|
0.6 |
|
| Pre-tax
depreciation (as Adjusted) |
|
5.6 |
|
|
of which: |
|
|
|
|
Integrated Gas |
1.2 |
1.2 |
1.1
- 1.5 |
|
Upstream |
2.5 |
2.5 |
2.2
- 2.8 |
|
Marketing |
0.6 |
0.6 |
0.5
- 0.7 |
|
Chemicals and Products |
1.2 |
1.1 |
1.1
- 1.3 |
|
Renewables and Energy Solutions |
0.7 |
0.1 |
|
Taxation Charge
| $
billions |
Q2’26 |
Q2’26
Adjusted |
Q3’26
Updated Outlook |
| Taxation
Charge |
4.9 |
4.9 |
|
| Less: Identified
Items and Cost of supplies adjustment |
|
0.4 |
|
| Taxation
Charge (as Adjusted) |
|
4.5 |
|
|
of which: |
|
|
|
|
Integrated Gas |
0.8 |
0.8 |
0.6
- 0.9 |
|
Upstream |
2.7 |
2.8 |
2.5
- 3.3 |
|
Marketing |
0.7 |
0.4 |
0.2
- 0.5 |
|
Chemicals and Products |
1.0 |
0.6 |
1.0
- 1.5 |
|
Renewables and Energy Solutions |
(0.1) |
— |
|
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 2026 and half year unaudited results.
| $
billions |
Q2’26 |
Q2’26
Adjusted |
Q3’26
Updated Outlook |
| Income/(loss)
attributable to Shell plc shareholders |
10.8 |
10.8 |
|
| Add: Current
cost of supplies adjustment attributable to Shell plc shareholders |
|
(0.6) |
|
| Less: Identified
items attributable to Shell plc shareholders |
|
0.4 |
|
| Adjusted
Earnings |
|
9.8 |
|
|
of which: |
|
|
|
|
Renewables and Energy Solutions |
(0.6) |
0.1 |
0.0
- 0.4 |
|
Corporate |
(0.6) |
(0.6) |
(0.8)
- (0.6) |
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.
Net Debt
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.
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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, including
(without limitation) those concerning Shell’s strategy and operating plans, macroeconomic conditions, future energy demand, supply
and product mix, commodity prices, demand for Shell’s products, production results and reserve estimates, development, execution
and management of projects, energy transition and climate change, management of safety and environmental risks, costs, cash capital expenditures,
technology advancements, legislative, judicial, fiscal and regulatory developments, regional conflicts and trading conditions, 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 for the year ended December 31, 2025 (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, 2026. 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 and net-zero emissions target
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 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 combined Scope 1 and 2 target, NCI targets and our oil products ambition 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.
The information provided above regarding Shell’s NCI and net zero emissions target are not intended, nor should they be construed
as introducing, suggesting or making any claim, target or representation thereof other than what is included in the announcement.
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, Net debt and Underlying operating expense.
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. These forward-looking non-GAAP measures are provided to assist readers in understanding management’s
use and expectations of such measures and may not be appropriate for other purposes.
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, File No 1-32575, available on the SEC website www.sec.gov.
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, 333-272192 and 333-292109). |
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, 2026 |
|
/s/ Karen Heslop |
| |
|
Karen Heslop |
| |
|
Deputy Company Secretary |
| |
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