Shell begins registered exchange offers for notes issued in connection with prior private exchange offer by Shell Finance US

Shell plc has completed its registered exchange offers for six series of notes issued by Shell International Finance B.V. and BG Energy Capital plc, with a total aggregate principal amount of $6,347,729,000 accepted for exchange. The exchange offers, which concluded on December 3, 2025, were conducted to migrate the outstanding notes to Shell Finance US Inc., a subsidiary of Shell, in order to optimize the company’s capital structure and align its indebtedness with its U.S. business operations.

The exchange involved five series of notes from Shell International Finance and one series from BG Energy Capital. Each series was exchanged for a corresponding new series of notes issued by Shell Finance US Inc., fully guaranteed by Shell. The new notes were issued in a private placement and are subject to a registration rights agreement, under which Shell and Shell Finance US Inc. will file a registration statement with the U.S. Securities and Exchange Commission (SEC) within 365 days of the settlement date, December 8, 2025.

The exchange offers were limited to qualified institutional buyers in the United States and non-U.S. persons in offshore transactions, in compliance with U.S. and international securities laws. The new notes are not registered under the U.S. Securities Act or state securities laws and may only be resold in transactions exempt from registration requirements.

The transaction reflects Shell’s ongoing efforts to manage its debt structure and enhance the efficiency of its financing activities. The exchange offers were managed by BofA Securities, Inc., Deutsche Bank Securities Inc., and TD Securities (USA) LLC, with D.F. King & Co., Inc. serving as the exchange agent.