SHEL files 6-K; cites F-3 shelf and adds counsel opinions

Rhea-AI Filing Summary

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).

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 ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 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 ☒   Form 40-F ☐

Shell plc (the “registrant”) is filing the following exhibit on this Report on Form 6-K, which is hereby incorporated by reference:

Exhibit No.		Description
1.1*		Underwriting Agreement dated November  3, 2025, between Shell plc and Shell Finance US Inc., and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley  & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters party thereto.
5.1		Opinion of Slaughter and May, English Solicitors to Shell plc, as to certain matters of English law relating to the Guarantees of Shell plc.
5.2		Opinion of Cravath, Swaine & Moore LLP, U.S. legal advisors to Shell plc and Shell Finance US Inc., as to the validity of the Senior Debt Securities issued as a matter of New York law.

* Certain schedules or similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule to the SEC upon request.

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.

By:		/s/ Sean Ashley
		Name: Sean Ashley
		Title: Company Secretary

Date: November 6, 2025

FAQ

What did SHEL file in this Form 6-K?

Shell plc filed a Form 6-K that includes an Underwriting Agreement dated November 3, 2025 and related legal opinions.

Which parties are named in the underwriting agreement for SHEL?

Shell plc, Shell Finance US Inc., and underwriters represented by Citigroup, HSBC (USA), J.P. Morgan, Morgan Stanley & Co., and SMBC Nikko Securities America.

What legal opinions are included in Shell plc’s 6-K?

An opinion from Slaughter and May on Shell plc guarantees and an opinion from Cravath, Swaine & Moore LLP on the validity of senior debt securities under New York law.

Which registration statements does this 6-K incorporate into for SHEL?

It is incorporated by reference into the Form F-3 shelf (Nos. 333-276068, 333-276068-01, 333-276068-02) and Form S-8s (Nos. 333-262396, 333-272192).

Does the 6-K reference guarantees by Shell plc?

Yes. The Slaughter and May opinion addresses matters of English law relating to guarantees of Shell plc.

What type of securities are referenced in the legal opinions?

Senior debt securities, addressed for validity under New York law by Cravath, Swaine & Moore LLP.