What did Shell plc (SHEL) announce about executive share awards?

Shell plc announced that several senior executives received part of their annual bonuses in company shares. The shares are ordinary shares of €0.07 each and form a structured component of variable pay for key leaders across multiple business segments.

Were Shell plc (SHEL) executive bonus share transactions on an exchange?

The transactions were conducted outside a trading venue, as explicitly stated for each award. The report lists the place of transaction as “Outside a trading venue,” indicating these are administrative share deliveries rather than open-market purchases or sales.

Shell (NYSE: SHEL) grants bonus share awards to top executives

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Shell plc reports that several senior executives have received part of their annual bonuses in company shares. A portion of each bonus is paid in cash and a portion in shares, which are subject to a three-year holding period that continues even after employment ends.

Recipients include the Chief Executive Officer Wael Sawan, who acquired 23,980 SHEL shares at GBP 30.11, and Chief Financial Officer Sinead Gorman, who acquired 15,841 shares at the same price. Other business leaders across upstream, trading, integrated gas, downstream, renewables, and projects also received ordinary shares of €0.07 each, delivered outside a trading venue as bonus share awards.

Form 6-K: How Foreign Companies Report to the SEC →

02/27/2026 - 02:06 PM

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 27, 2026 Shell plc announces that each of the following Persons Discharging Managerial Responsibilities (“PDMRs”) have received the number of shares as set out below. A percentage of the PDMR’s annual bonus is delivered in cash and a percentage is delivered in shares. Shares are subject to a three-year holding period, which continues to apply after PDMRs leave employment. PDMR Date Acquired Share Type Number of shares acquired Purchase price per Share Wael Sawan 26 February 2026 SHEL (LSE) 23,980 GBP 30.11 Sinead Gorman 26 February 2026 SHEL (LSE) 15,841 GBP 30.11 Philippa Bounds 26 February 2026 SHEL (LSE) 6,892 GBP 30.11 Peter Costello 26 February 2026 SHEL (LSE) 3,060 GBP 30.11 Andrew Smith 26 February 2026 SHELL (AMS) 6,853 EUR 34.57 Rachel Solway 26 February 2026 SHEL (LSE) 6,892 GBP 30.11 Cederic Cremers 25 February 2026 SHELL (AMS) 5,321 EUR 34.18 Machteld de Haan 25 February 2026 SHELL (AMS) 4,979 EUR 34.18 Robin Mooldijk 25 February 2026 SHELL (AMS) 3,648 EUR 34.18 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	Delivery of 50% of bonus in shares
Currency	GBP
Price	30.11
Volume	23,980.00
Total	722,037.80
Aggregated information
Volume	23,980.00
Price	30.11
Total	722,037.80
Date of transaction	26/02/2026
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	Delivery of 50% of bonus in shares
Currency	GBP
Price	30.11
Volume	15,841.00
Total	476,972.51
Aggregated information
Volume	15,841.00
Price	30.11
Total	476,972.51
Date of transaction	26/02/2026
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	Delivery of 50% of bonus in shares
Currency	GBP
Price	30.11
Volume	6,892.00
Total	207,518.12
Aggregated information
Volume	6,892.00
Price	30.11
Total	207,518.12
Date of transaction	26/02/2026
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	Delivery of 25% of bonus in shares
Currency	GBP
Price	30.11
Volume	3,060.00
Total	92,136.60
Aggregated information
Volume	3,060.00
Price	30.11
Total	92,136.60
Date of transaction	26/02/2026
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	Delivery of 50% of bonus in shares
Currency	EUR
Price	34.57
Volume	6,853.00
Total	236,908.21
Aggregated information
Volume	6,853.00
Price	34.57
Total	236,908.21
Date of transaction	26/02/2026
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	Delivery of 50% of bonus in shares
Currency	GBP
Price	30.11
Volume	6,892.00
Total	207,518.12
Aggregated information
Volume	6,892.00
Price	30.11
Total	207,518.12
Date of transaction	26/02/2026
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	Delivery of 50% of bonus in shares
Currency	EUR
Price	34.18
Volume	5,321.00
Total	181,871.78
Aggregated information
Volume	5,321.00
Price	34.18
Total	181,871.78
Date of transaction	25/02/2026
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	Delivery of 50% of bonus in shares
Currency	EUR
Price	34.18
Volume	4,979.00
Total	170,182.22
Aggregated information
Volume	4,979.00
Price	34.18
Total	170,182.22
Date of transaction	25/02/2026
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	Delivery of 25% of bonus in shares
Currency	EUR
Price	34.18
Volume	3,648.00
Total	124,688.64
Aggregated information
Volume	3,648.00
Price	34.18
Total	124,688.64
Date of transaction	25/02/2026
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 27, 2026		/s/ Julie Keefe
		Julie Keefe
		Deputy Company Secretary

Source: View Original Filing on SEC EDGAR

FAQ

How are Shell plc (SHEL) executive bonuses structured in this report?

Executive bonuses are split between cash and shares, with specific percentages delivered in equity. For example, some leaders receive 50% of their bonus in shares, while others receive 25%, aligning compensation partly with Shell’s share performance over time.

Which Shell plc (SHEL) executives received bonus shares and at what prices?

Recipients include CEO Wael Sawan and CFO Sinead Gorman, who received SHEL shares at GBP 30.11, and other presidents who received SHELL shares in Amsterdam at EUR 34.18 or EUR 34.57. Each individual award specifies volume, price, and total value in local currency.

What holding period applies to Shell plc (SHEL) bonus shares for PDMRs?

The bonus shares granted to Persons Discharging Managerial Responsibilities are subject to a three-year holding period. This restriction continues to apply even after these individuals leave employment, reinforcing longer-term alignment with Shell’s performance and shareholder interests.

How many Shell plc (SHEL) shares did the CEO receive as a bonus component?

Chief Executive Officer Wael Sawan received 23,980 ordinary shares as delivery of 50% of his bonus in shares. The shares were valued at GBP 30.11 each, giving a total transaction value of GBP 722,037.80 under the reported award.