Shell plc (NYSE: SHEL) grants conditional performance share awards to top executives

Rhea-AI Filing Summary

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.

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 February 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 [   ]

Director/PDMR Shareholding

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU AND UK MARKET ABUSE REGIMES
February 10, 2026
Shell plc announces that each of the following Persons Discharging Managerial Responsibilities (“PDMRs”) have been made a conditional award of performance shares of Shell plc under the Shell Share Plan 2023, subject to performance conditions determined by the Remuneration Committee and Remuneration Committee discretion, as set out below.
PDMR	Date	Share Type	Number of shares awarded
Wael Sawan	6 February 2026	SHEL (LSE)	165,975
Sinead Gorman	6 February 2026	SHEL (LSE)	98,677
Robin Mooldijk	6 February 2026	SHELL (AMS)	36,297
Philippa Bounds	6 February 2026	SHEL (LSE)	35,779
Peter Costello	6 February 2026	SHEL (LSE)	42,169
Cederic Cremers	6 February 2026	SHELL (AMS)	35,338
Machteld de Haan	6 February 2026	SHELL (AMS)	35,338
Andrew Smith	6 February 2026	SHELL (AMS)	52,443
Rachel Solway	6 February 2026	SHEL (LSE)	35,779
The Notification of Dealing Form for each PDMR can be found below.
Julie Keefe
Deputy Company Secretary
ENQUIRIES
Shell Media Relations
International, UK, European Press: +44 20 7934 5550

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Wael
Last Name(s)	Sawan
2. Reason for the notification
Position/status	Chief Executive Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	GBP
Price	27.745
Volume	165,975
Total	4,604,976.38
Aggregated information
Volume	165,975
Price	27.745
Total	4,604,976.38
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Sinead
Last Name(s)	Gorman
2. Reason for the notification
Position/status	Chief Financial Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	GBP
Price	27.745
Volume	98,677
Total	2,737,793.37
Aggregated information
Volume	98,677
Price	27.745
Total	2,737,793.37
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Robin
Last Name(s)	Mooldijk
2. Reason for the notification
Position/status	President, Projects & Technology
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	EUR
Price	32.09
Volume	36,297
Total	1,164,770.73
Aggregated information
Volume	36,297
Price	32.09
Total	1,164,770.73
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Philippa
Last Name(s)	Bounds
2. Reason for the notification
Position/status	Chief Legal Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	GBP
Price	27.745
Volume	35,779
Total	992,688.36
Aggregated information
Volume	35,779
Price	27.745
Total	992,688.36
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Peter
Last Name(s)	Costello
2. Reason for the notification
Position/status	President, Upstream
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	GBP
Price	27.745
Volume	42,169
Total	1,169,978.91
Aggregated information
Volume	42,169
Price	27.745
Total	1,169,978.91
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Cederic
Last Name(s)	Cremers
2. Reason for the notification
Position/status	President, Integrated Gas
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	EUR
Price	32.09
Volume	35,338
Total	1,133,996.42
Aggregated information
Volume	35,338
Price	32.09
Total	1,133,996.42
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Machteld
Last Name(s)	de Haan
2. Reason for the notification
Position/status	President, Downstream, Renewables and Energy Solutions
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	EUR
Price	32.09
Volume	35,338
Total	1,133,996.42
Aggregated information
Volume	35,338
Price	32.09
Total	1,133,996.42
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Andrew
Last Name(s)	Smith
2. Reason for the notification
Position/status	President, Trading and Supply
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	EUR
Price	32.09
Volume	52,443
Total	1,682,895.87
Aggregated information
Volume	52,443
Price	32.09
Total	1,682,895.87
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Rachel
Last Name(s)	Solway
2. Reason for the notification
Position/status	Chief Human Resources and Corporate Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Conditional award of performance shares of Shell plc under the Shell Share Plan 2023
Currency	GBP
Price	27.745
Volume	35,779
Total	992,688.36
Aggregated information
Volume	35,779
Price	27.745
Total	992,688.36
Date of transaction	06/02/2026
Place of transaction	Outside a trading venue

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: February 10, 2026		/s/ Julie Keefe
		Julie Keefe
		Deputy Company Secretary

FAQ

What did Shell plc (SHEL) disclose in this Form 6-K filing?

Shell plc disclosed conditional awards of performance shares to several senior executives under the Shell Share Plan 2023. These grants provide equity-based incentives and are subject to performance conditions and Remuneration Committee discretion, rather than being immediate cash compensation or market share purchases.

How many performance shares were granted to Shell CEO Wael Sawan?

CEO Wael Sawan received a conditional award of 165,975 ordinary shares of Shell plc. The reference price used was £27.745 per share, giving a total award value of £4,604,976.38, subject to performance conditions set by the Remuneration Committee under the Shell Share Plan 2023.

What award did Shell CFO Sinead Gorman receive in this report?

CFO Sinead Gorman received a conditional award of 98,677 ordinary shares of Shell plc. The award used a reference price of £27.745 per share, for a total value of £2,737,793.37, granted under the Shell Share Plan 2023 and subject to performance conditions and committee discretion.

Which other Shell executives received conditional share awards on 6 February 2026?

Executives including Robin Mooldijk, Philippa Bounds, Peter Costello, Cederic Cremers, Machteld de Haan, Andrew Smith, and Rachel Solway received conditional awards. Individual awards ranged from 35,338 to 52,443 shares, with reference prices of £27.745 or €32.09 per share, depending on listing venue.

Are the Shell executive share awards immediate share purchases or sales?

The awards are conditional grants of performance shares, not immediate purchases or sales on a trading venue. Each grant is made under the Shell Share Plan 2023, described as a conditional award subject to performance conditions and Remuneration Committee discretion, and executed outside a trading venue.

What financial instrument underlies the Shell executive awards in this filing?

The awards relate to ordinary shares of Shell plc with a nominal value of €0.07 each. The instrument is identified by code GB00BP6MXD84, and the awards are structured as conditional performance shares under the Shell Share Plan 2023, rather than options or cash-settled instruments.