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  4. [8-K] SLB LIMITED/NV Reports Material Event

SLB issues new guaranteed senior notes due 2031–2036

SLB Limited, through subsidiary Schlumberger Investment S.A., issued three tranches of unsecured senior notes under an existing shelf registration.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SLB Limited, through subsidiary Schlumberger Investment S.A., issued three tranches of unsecured senior notes under an existing shelf registration. The Issuer sold $500,000,000 of 4.550% Senior Notes due 2031, $500,000,000 of 4.800% Senior Notes due 2033, and $1,000,000,000 of 5.150% Senior Notes due 2036, all fully and unconditionally guaranteed by SLB Limited. The notes were issued under an existing indenture structure, as supplemented on May 7, 2026, and placed with underwriters led by J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Standard Chartered Bank.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
2031 Notes $500,000,000 4.550% Senior Notes due 2031 Issued by Schlumberger Investment S.A. on May 7, 2026
2033 Notes $500,000,000 4.800% Senior Notes due 2033 Issued by Schlumberger Investment S.A. on May 7, 2026
2036 Notes $1,000,000,000 5.150% Senior Notes due 2036 Issued by Schlumberger Investment S.A. on May 7, 2026
Registration Statement Registration No. 333-295427 Form S-3 filed April 30, 2026
Indenture date December 3, 2013 Base Indenture date for the notes
Sixth Supplemental Indenture May 7, 2026 Supplement establishing terms of new notes
Senior Notes financial
"its 4.550% Senior Notes due 2031 (the “2031 Notes”), $500,000,000 aggregate principal amount of its 4.800% Senior Notes due 2033"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture regulatory
"The Notes were issued under an Indenture dated as of December 3, 2013, by and among the Issuer"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Underwriting Agreement financial
"were sold pursuant to an underwriting agreement dated as of April 30, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Registration Statement regulatory
"under a registration statement on Form S-3 under the Securities Act of 1933"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
prospectus supplement financial
"described under the caption “Description of the Notes” in the prospectus supplement dated April 30, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
guaranteed financial
"The Notes are fully and unconditionally guaranteed by SLB Limited"
A guarantee is a formal promise that a payment or obligation will be met even if the original party cannot fulfill it, often provided by a third party, insurer, or legal contract. For investors it signals lower risk—similar to a co-signer on a loan—because the guarantor should cover missed payments or performance, but the protection only matters as much as the guarantor’s financial strength and the legal enforceability of the promise.

FAQ

What new debt did SLB (SLB) issue in May 2026?
SLB’s subsidiary issued $500,000,000 of 4.550% Senior Notes due 2031, $500,000,000 of 4.800% Senior Notes due 2033, and $1,000,000,000 of 5.150% Senior Notes due 2036, all fully guaranteed by SLB Limited.

Who is the issuer and guarantor of SLB’s new senior notes?
Schlumberger Investment S.A. is the issuer of the new senior notes, while SLB Limited fully and unconditionally guarantees the notes, providing investors recourse to the parent company’s credit support.

Under what regulatory framework were SLB’s new notes offered?
The new notes were issued under a registration statement on Form S-3 filed under the Securities Act of 1933, with detailed terms described in a base prospectus and a prospectus supplement incorporated by reference.

Which banks underwrote SLB’s May 2026 senior notes offering?
J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Standard Chartered Bank acted as representatives of the underwriters under an underwriting agreement dated April 30, 2026 for the senior notes issuance.

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SLB LIMITED/NV P8 US TX false 0000087347 0000087347 2026-05-07 2026-05-07
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

 

 

SLB N.V. (SLB LIMITED)

(Exact name of registrant as specified in its charter)

 

 

 

Curaçao   1-4601   52-0684746

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

42 rue Saint-Dominique, Paris, France 75007

5599 San Felipe, Houston, Texas , U.S.A . 77056
(address)

Parkstraat 83, The Hague, The Netherlands 2514 JG

(Addresses of principal executive offices and zip or postal codes)

Registrant’s telephone number in the United States, including area code: (713) 513-2000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

common stock, par value $0.01 per share   SLB   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

On May 7, 2026, Schlumberger Investment S.A. (the “Issuer”) issued $500,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”), $500,000,000 aggregate principal amount of its 4.800% Senior Notes due 2033 (the “2033 Notes”), and $1,000,000,000 aggregate principal amount of its 5.150% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes and the 2033 Notes, the “Notes”) under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement was filed with the SEC on April 30, 2026 (Registration No. 333-295427) (the “Registration Statement”).

The Notes are fully and unconditionally guaranteed by SLB Limited (“SLB”), and were sold pursuant to an underwriting agreement dated as of April 30, 2026 (the “Underwriting Agreement”), by and among (a) the Issuer and SLB and (b) J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Standard Chartered Bank, as representatives of the various underwriters (collectively, the “Underwriters”). The Notes were issued under an Indenture dated as of December 3, 2013, by and among the Issuer, SLB, as guarantor, and The Bank of New York Mellon, as trustee, as amended by a Second Supplemental Indenture dated as of June 26, 2020, and a Fourth Supplemental Indenture dated as of May 29, 2024 (as so amended, the “Base Indenture”), as supplemented by a Sixth Supplemental Indenture, dated as of May 7, 2026, by and among the Issuer, SLB, as guarantor, and The Bank of New York Mellon, as trustee (the “Sixth Supplemental Indenture”).

The relevant terms of the Notes, the Base Indenture and the Sixth Supplemental Indenture are further described under the caption “Description of the Notes” in the prospectus supplement dated April 30, 2026, filed with the SEC by SLB on May 1, 2026, pursuant to Rule 424(b)(3) under the Securities Act and in the section entitled “Description of Debt Securities” in the base prospectus dated April 30, 2026, included in the Registration Statement. These descriptions are incorporated in this Item 8.01 by reference.

The Underwriting Agreement and the Sixth Supplemental Indenture (including the form of the Notes) are filed as exhibits to this Current Report on Form 8-K and incorporated by reference. The descriptions of the Underwriting Agreement and the Sixth Supplemental Indenture (including the form of the Notes) in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Underwriting Agreement and the Sixth Supplemental Indenture (including the form of the Notes). SLB is filing this Current Report on Form 8-K so as to file with the SEC certain items that are to be incorporated by reference into its Registration Statement.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

The exhibits listed below are filed pursuant to Item 9.01 of this Form 8-K.

 

 1    Underwriting Agreement dated April 30, 2026, by and among (a) Schlumberger Investment S.A. and SLB Limited and (b) J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Standard Chartered Bank.
 4.1    Sixth Supplemental Indenture dated as of May 7, 2026, among Schlumberger Investment S.A., SLB Limited and The Bank of New York Mellon, as trustee.
 4.2    Form of 4.550% Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1).
 4.3    Form of 4.800% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1).
 4.4    Form of 5.150% Senior Notes due 2036 (included as Exhibit C to Exhibit 4.1).
 5.1    Opinion of Gibson, Dunn & Crutcher LLP.
 5.2    Opinion of Loyens & Loeff Luxembourg SARL.
 5.3    Opinion of STvB Advocaten (Europe) N.V.
23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2    Consent of Loyens & Loeff Luxembourg SARL (included in Exhibit 5.2).
23.3    Consent of STvB Advocaten (Europe) N.V. (included in Exhibit 5.3).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

 

SLB LIMITED

/s/ Samantha Blons

Samantha Blons
Assistant Secretary
Date: May 12, 2026

Source: View Original Filing on SEC EDGAR

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