Shell 6-K: Any-and-all exchange offers for six USD note series

Rhea-AI Filing Summary

Shell plc filed a Form 6-K announcing that it has commenced “any and all” exchange offers for six series of USD notes issued by Shell International Finance B.V. and BG Energy Capital plc. The filing includes Exhibit 99.1 describing the exchange offers.

The report is incorporated by reference into Shell’s shelf Registration Statement on Form F-3 (Nos. 333-276068, 333-276068-01, 333-276068-02) and its employee plan Registration Statements on Form S-8 (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
99.1		Shell plc Commences Any and All Exchange Offers for Six Series of USD Notes Issued by Shell International Finance B.V. and BG Energy Capital plc

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 3, 2025

FAQ

What did SHEL disclose in this Form 6-K?

Shell announced it commenced any and all exchange offers for six series of USD notes issued by Shell International Finance B.V. and BG Energy Capital plc.

Which subsidiaries’ notes are involved in Shell’s exchange offers?

The notes were issued by Shell International Finance B.V. and BG Energy Capital plc.

How many note series are included in the exchange offers for SHEL?

Six series of USD-denominated notes are included.

What exhibit accompanies Shell’s 6-K?

Exhibit 99.1, titled “Shell plc Commences Any and All Exchange Offers for Six Series of USD Notes…”

Which registration statements incorporate this 6-K by reference for SHEL?

It is incorporated into the Form F-3 for Shell plc, Shell Finance US Inc., and Shell International Finance B.V., and into Shell plc’s Forms S-8 (Nos. 333-262396 and 333-272192).

Who signed the 6-K for Shell plc and when?

It was signed by Sean Ashley, Company Secretary, dated November 3, 2025.