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SLB (NYSE: SLB) plans multibillion data center push with Kelvion buy

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8-K

Rhea-AI Filing Summary

SLB LIMITED/NV (ticker SLB) signed an agreement to acquire Kelvion, a global thermal management and heat exchange provider, for approximately $3.4 billion in cash and the assumption of about $0.7 billion of debt. The deal values Kelvion at roughly 11x estimated 2026 EBITDA before synergies, or about 8.5x EBITDA including expected synergies, and is expected to close in the first half of 2027 subject to customary conditions and regulatory approvals.

Kelvion is expected to generate $2.3–$2.4 billion of 2026 revenue and $350–$400 million of adjusted EBITDA, with data centers as its largest and fastest-growing end market. SLB targets about $120 million in annual EBITDA synergies within three years and expects the acquisition to be accretive to earnings per share and free cash flow per share in the first 12 months after closing. On a pro-forma basis, SLB and Kelvion are expected to exceed $2 billion in data center revenue and approximately $300 million in adjusted EBITDA in 2026, with SLB aiming for $4.5–$5 billion in data center revenue and $700–$800 million in adjusted EBITDA by 2028, while keeping its net debt-to-EBITDA ratio within its up-to-1.5x target and returning more than $4 billion to shareholders in 2026.

Positive

  • $3.4 billion cash acquisition of Kelvion adds a large, fast-growing thermal management and data center business, with Kelvion expected to generate $2.3–$2.4 billion revenue and $350–$400 million adjusted EBITDA in 2026.
  • Deal valuation of about 11x 2026 EBITDA pre-synergies and 8.5x including synergies plus targeted $120 million annual EBITDA synergies suggests meaningful potential value creation if integration is successful.
  • Combined data center solutions business is expected to exceed $2 billion revenue and about $300 million adjusted EBITDA in 2026, with SLB targeting $4.5–$5 billion revenue and $700–$800 million adjusted EBITDA by 2028.
  • SLB expects the transaction to be accretive to EPS and free cash flow per share within 12 months of closing while maintaining an investment-grade balance sheet and a net debt-to-EBITDA ratio within its up-to-1.5x target.
  • SLB reaffirms its plan to return more than $4 billion to shareholders in 2026 via dividends and share repurchases and expects 2027 shareholder returns to be at least in line with 2026.

Negative

  • The acquisition requires a substantial $3.4 billion cash outlay and assumption of about $0.7 billion of debt, increasing SLB’s capital commitments and execution risk around delivering planned synergies.
  • Closing is subject to customary conditions and regulatory approvals, and SLB highlights risks including potential deal termination, integration challenges, and the need to achieve anticipated synergies and value creation.

Insights

Analyzing...

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Purchase price (cash) $3.4 billion Cash consideration SLB will pay to acquire Kelvion
Debt assumed $0.7 billion Kelvion debt SLB will assume in the transaction
Kelvion 2026 revenue $2.3–$2.4 billion Expected 2026 revenue for Kelvion
Kelvion 2026 adjusted EBITDA $350–$400 million Expected 2026 adjusted EBITDA for Kelvion
EBITDA multiple pre-synergies 11x Total transaction value vs. estimated 2026 EBITDA before synergies
EBITDA multiple including synergies 8.5x Total transaction value vs. 2026 EBITDA including expected run-rate synergies
Target annual EBITDA synergies $120 million Expected annual EBITDA synergies within three years of closing
Planned 2026 shareholder returns More than $4 billion Dividends and share repurchases SLB plans to return to shareholders in 2026
adjusted EBITDA financial
"Kelvion is expected to generate revenue of approximately $2.3 billion to $2.4 billion and adjusted EBITDA of approximately $350 million to $400 million."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
run-rate synergies financial
"approximately 11 times estimated 2026 EBITDA before synergies, or approximately 8.5 times EBITDA including expected annual run-rate synergies."
Run-rate synergies are the estimated steady annual savings or additional revenue a company expects once cost cuts and revenue enhancements from a merger or restructuring are fully in place; think of it as the new normal speed after a car finishes accelerating. Investors care because these numbers quantify the deal’s payoff, influence future profit forecasts and valuation, and reveal how quickly and realistically the company can turn the combination into lasting financial benefit.
net debt-to-EBITDA ratio financial
"net debt-to-EBITDA ratio remaining within its previously stated through-cycle target of up to 1.5 times."
The net debt-to-EBITDA ratio compares a company's total debt, after subtracting its cash reserves, to its earnings before interest, taxes, depreciation, and amortization (a measure of profitability). It shows how many years it would take for the company to pay off its debt using its current earnings. Investors use this ratio to assess a company's financial health and its ability to manage and repay debt.
investment-grade balance sheet financial
"SLB will retain a strong investment-grade balance sheet with net debt-to-EBITDA ratio remaining within its previously stated through-cycle target."
An investment-grade balance sheet is a financial statement that shows a company's strong financial health, with enough assets and low levels of debt to demonstrate stability and reliability. For investors, it signals that the company is less likely to face financial trouble, making it a safer option for investment. Think of it as a solid foundation that suggests the company can withstand economic ups and downs.
compound annual growth rate (CAGR) financial
"revenue expected to increase at a compound annual growth rate (CAGR) exceeding 90 percent between 2024 and 2026."
Compound annual growth rate (CAGR) shows how much an investment grows, on average, each year over a certain period. It’s like measuring how fast a plant grows each year, smoothing out the ups and downs to see the overall growth trend. Investors use CAGR to compare different investments and see which one has the best long-term performance.
data center infrastructure technical
"expands the company’s role in data center infrastructure, which is one of the world’s fastest-growing industrial and technology markets."
Data center infrastructure includes the physical equipment and systems—such as servers, storage devices, power supplies, cooling systems, and networking hardware—that support the storage, management, and transmission of digital information. It forms the foundation for cloud services, online platforms, and digital operations, making it essential for the functioning of many modern businesses. For investors, understanding data center infrastructure helps gauge a company's technological capabilities and its ability to handle increasing digital demand.

FAQ

What major transaction did SLB (SLB) announce on August 31, 2026?
SLB announced an agreement to acquire Kelvion, a global thermal management and heat exchange technologies provider, for approximately $3.4 billion in cash and the assumption of about $0.7 billion of debt, subject to customary closing conditions and regulatory approvals.

How large is Kelvion’s business that SLB (SLB) plans to acquire?
Kelvion is expected to generate $2.3–$2.4 billion of revenue and $350–$400 million of adjusted EBITDA in 2026, with data centers as its largest and fastest-growing end market, alongside energy and industrial applications.

What valuation multiples is SLB (SLB) paying for Kelvion?
SLB states the transaction value equates to approximately 11x estimated 2026 EBITDA before synergies and about 8.5x EBITDA when including expected annual run-rate synergies from the acquisition.

What synergies does SLB (SLB) expect from the Kelvion acquisition?
SLB expects to achieve around $120 million in annual EBITDA synergies within three years, driven by cost efficiencies and incremental revenue opportunities from combining SLB’s data center solutions with Kelvion’s thermal management technologies.

How will the Kelvion deal affect SLB’s (SLB) data center business targets?
On a pro-forma basis for 2026, SLB and Kelvion are expected to generate more than $2 billion in data center revenue and about $300 million adjusted EBITDA, with SLB targeting $4.5–$5 billion revenue and $700–$800 million adjusted EBITDA in 2028.

What is SLB’s (SLB) capital return plan around the Kelvion acquisition?
SLB reiterates its commitment to return more than $4 billion to shareholders in 2026 through dividends and share repurchases and expects total shareholder returns in 2027 to be at least in line with 2026 levels.

When is the SLB (SLB)–Kelvion transaction expected to close?
SLB expects the Kelvion acquisition to close in the first half of 2027, subject to customary closing conditions and required regulatory approvals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SLB LIMITED/NV P8 US false 0000087347 0000087347 2026-08-31 2026-08-31
 
 

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): August 31, 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

(Addresses)

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 (see General Instruction A.2. below):

 

☐

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 7.01

Regulation FD Disclosure.

On August 31, 2026, SLB Limited (“SLB”) issued a press release announcing that it has signed an agreement to acquire Kelvion, a global provider of thermal management and heat exchange technologies. Under the terms of the agreement, SLB will acquire Kelvion from Apollo-managed funds – the majority owner – and funds advised by Triton, which holds a minority interest, for approximately $3.4 billion in cash and will assume approximately $0.7 billion of debt.

A copy of the press release is included with this Form 8-K as Exhibit 99 and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 (including Exhibit 99) will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K and the Exhibit 99 attached hereto contain “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “believe,” “predict,” “plan,” “potential,” “projected,” “projections,” “precursor,” “forecast,” “outlook,” “expectations,” “estimate,” “intend,” “anticipate,” “ambition,” “goal,” “target,” “scheduled,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, including statements regarding the benefits of the proposed transaction between SLB and Kelvion; the anticipated timing of such transaction; information regarding the businesses of SLB and Kelvion, including expectations regarding outlook and all underlying assumptions; SLB’s and Kelvion’s objectives, plans and strategies; information relating to operating trends in markets where SLB and Kelvion operate; projections of results of operations or of financial condition for SLB and Kelvion; and all other statements other than statements of historical fact that address activities, events or developments that SLB or Kelvion intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, and which may cause SLB’s or Kelvion’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to: the terms and timing of the proposed transaction between SLB and Kelvion; the ability to operate the SLB and Kelvion respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; the ability of SLB and Kelvion to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; changing global economic and geopolitical conditions; the results of operations and financial condition of customers and suppliers; general economic, geopolitical, and business conditions in key regions of the world; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; challenges in the supply chain; changes in government regulations and regulatory requirements; and other risks and uncertainties detailed in our most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. Statements in this Form 8-K and the Exhibit 99 attached hereto are made as of August 31, 2026, and SLB disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

The exhibit listed below is furnished pursuant to Item 9.01 of this Form 8-K.

 

99    Press Release dated August 31, 2026.
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: August 31, 2026

Exhibit 99

News Release

SLB to Acquire Kelvion, Expanding its Role Across Data Center Infrastructure

Scalable, energy-efficient and reliable thermal management technologies will optimize operating performance in increasingly complex data centers and industrial systems

HOUSTON, August 31, 2026 — SLB (NYSE: SLB) today announced it has signed an agreement to acquire Kelvion, a global provider of thermal management and heat exchange technologies. The acquisition strengthens SLB’s Data Center Solutions business with critical thermal management technologies and expands the company’s role in data center infrastructure, which is one of the world’s fastest-growing industrial and technology markets.

“AI is driving the most significant infrastructure investment cycle in our lifetime,” said Olivier Le Peuch, chief executive officer of SLB. “This transaction accelerates our ambition to become an industrial technology partner to the data center industry and help customers address the growing infrastructure complexity required to scale AI. Kelvion advances our path toward more integrated data center infrastructure solutions, expands our addressable market — more than doubling our revenue opportunity per gigawatt of delivered capacity — and allows us to scale both our offerings and the global reach of the business.”

Founded more than 100 years ago, Kelvion provides thermal management and heat exchange technologies serving data center, energy and industrial markets. Its portfolio spans a broad range of cooling and heat-transfer applications, positioning the company at the intersection of two powerful long-term growth trends: AI infrastructure and energy system transformation. In 2026, Kelvion is expected to generate revenue of approximately $2.3 billion to $2.4 billion and adjusted EBITDA of approximately $350 million to $400 million. Data centers represent Kelvion’s largest and fastest-growing end market, with revenue expected to reach between $1.2 billion and $1.3 billion in 2026. Beyond data centers, Kelvion has established positions in key energy and industrial markets, including heat pumps, renewables, carbon capture and processing solutions where thermal management plays an increasingly important role in efficiency, reliability and performance.

SLB’s Data Center Solutions business has grown rapidly over the past few years, with revenue expected to increase at a compound annual growth rate (CAGR) exceeding 90 percent between 2024 and 2026 and delivered capacity expected to surpass 2 gigawatts cumulatively by the end of the year. SLB combines modular manufacturing, offsite construction, engineering, and digital capabilities to deliver data center infrastructure solutions from design to system integration. This modular approach can reduce onsite construction complexity and accelerate time to operation by up to 40%.

“Data centers are becoming more sophisticated and energy-intensive, and customers are increasingly looking for partners that can optimize how critical systems work together across the facility and help bring new capacity online faster,” said Gavin Rennick, president of SLB’s New Energy and Industrial business. “Thermal management is central to that challenge, and this acquisition allows us to address it directly by delivering more integrated cooling solutions, accelerating innovation, optimizing thermal efficiency, and more directly embedding thermal management into our modular infrastructure offering.”

Under the terms of the agreement, SLB will acquire Kelvion from Apollo-managed funds – the majority owner – and funds advised by Triton, which holds a minority interest, for approximately $3.4 billion in cash and will assume approximately $0.7 billion of debt, representing a total transaction value of approximately 11 times estimated 2026 EBITDA before synergies, or approximately 8.5 times EBITDA including expected annual run-rate synergies.

SLB expects the transaction to be accretive to both earnings per share and free cash flow per share in the first 12 months following closing. The company also expects to generate approximately $120 million in annual EBITDA synergies within three years from cost efficiencies and incremental revenue opportunities. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first half of 2027.

Together, SLB and Kelvion are expected to generate more than $2 billion in data center revenue and approximately $300 million in adjusted EBITDA on a pro-forma basis in 2026. Building on that foundation, SLB is targeting revenue of $4.5 billion to $5 billion and adjusted EBITDA of $700 million to $800 million for its combined data center solutions business in 2028.

Following the transaction, SLB will retain a strong investment-grade balance sheet with net debt-to-EBITDA ratio remaining within its previously stated through-cycle target of up to 1.5 times. The company also reaffirms its commitment to return more than $4 billion to shareholders in 2026 through dividends and share repurchases. While formal 2027 targets will be finalized as part of the annual planning process, SLB expects total returns to shareholders to be at least in line with 2026 levels.

Key Points:

 

  •  

SLB has agreed to acquire Kelvion, a global provider of thermal management and heat exchange technologies, expanding its role across data center infrastructure and strengthening its position in the rapidly growing AI infrastructure market.

 

  •  

The acquisition adds critical thermal management capabilities that will help customers improve efficiency, reliability and performance in increasingly complex and energy-intensive data centers.

 

  •  

Kelvion advances SLB’s strategy to provide more integrated data center infrastructure solutions by combining cooling technologies with its existing engineering, modular manufacturing, offsite construction and digital capabilities.

 

  •  

Beyond data centers, Kelvion has established positions in key energy and industrial markets, including heat pumps, renewables, carbon capture and processing solutions where thermal management plays an increasingly important role in efficiency, reliability and performance.

  •  

For 2026, SLB’s and Kelvion’s data center businesses are expected to generate more than $2 billion in combined revenue on a pro forma basis, creating a leading platform for long-term growth in AI infrastructure.

 

  •  

SLB is targeting revenue of $4.5 billion to $5 billion and adjusted EBITDA of $700 million to $800 million for its combined data center solutions business in 2028.

Conference Call Information

SLB will hold a conference call to discuss the announcement on Monday, August 31, 2026. The call is scheduled to begin at 10:00 a.m. U.S. Eastern time. To access the call, which is open to the public, please contact the conference call operator at +1 (800) 715-9871 within North America, or +1 (646) 307-1963 outside of North America, approximately 10 minutes prior to the call’s scheduled start time, and provide the access code 5637977. The conference call will be webcast simultaneously at https://events.q4inc.com/attendee/772697241 on a listen-only basis. A replay of the webcast will also be available on the SLB website.

About SLB

SLB (NYSE: SLB) is a global technology company that has driven energy innovation for 100 years. With a global footprint in more than 100 countries and employees representing almost twice as many nationalities, we work each day on innovating oil and gas, delivering digital at scale, decarbonizing industries, and developing and scaling new energy systems that accelerate the energy transition. Find out more at slb.com.

About Kelvion

Kelvion is a leading global developer and manufacturer of thermal solutions. Renowned for its commitment to innovation and sustainability, the company delivers cutting-edge thermal management solutions that empower customers to ensure reliable and efficient operations. Kelvion’s extensive portfolio serves a wide range of applications, including data centers and diversified industrials. The company’s global sales, service and production network ensures that Kelvion is always available to support customers all around the world.

 

Media    Investors

Josh Byerly – SVP of Global Communications

Moira Duff – Director of External Communications

SLB

Tel: +1 (713) 375-3407

media@slb.com

   

James R. McDonald – SVP of Investor Relations & Industry Affairs

Joy V. Domingo – Director of Investor Relations

SLB

Tel:+1 (713) 375-3535

investor-relations@slb.com

Forward-Looking Statements

This press release, as well as other statements we make, contain “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “believe,” “predict,” “plan,” “potential,” “projected,” “projections,” “precursor,” “forecast,” “outlook,” “expectations,” “estimate,” “intend,” “anticipate,” “ambition,” “goal,” “target,” “scheduled,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, including statements regarding the benefits of the proposed transaction between SLB and Kelvion; the anticipated timing of such transaction; information regarding the businesses of SLB and Kelvion, including expectations regarding outlook and all underlying assumptions; SLB’s and Kelvion’s objectives, plans and strategies; information relating to operating trends in markets where SLB and Kelvion operate; projections of results of operations or of financial condition for SLB and Kelvion; and all other statements other than statements of historical fact that address activities, events or developments that SLB or Kelvion intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, and which may cause SLB’s or Kelvion’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to: the terms and timing of the proposed transaction between SLB and Kelvion; the ability to operate the SLB and Kelvion respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; the ability of SLB and Kelvion to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; changing global economic and geopolitical conditions; the results of operations and financial condition of customers and suppliers; general economic, geopolitical, and business conditions in key regions of the world; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; challenges in the supply chain; changes in government regulations and regulatory requirements; and other risks and uncertainties detailed in our most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission. Statements in this press release are made as of August 31, 2026, and SLB disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise.

Source: View Original Filing on SEC EDGAR

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