Shell plc has suspended its $3.0 billion share buyback programme from June 12, 2026, until market close on July 14, 2026, due to securities law requirements related to ARC Resources Ltd. The suspension follows the publication of the ARC shareholder circular and will remain in effect until the date of the ARC shareholder meeting. Any buybacks not undertaken during this period will be included in the remaining 2026 programmes, subject to Board approval.

Programme Details

The buyback programme, announced on May 7, 2026, covers an aggregate contract term of approximately three months. The suspension is a direct result of regulatory requirements that apply to Shell plc in connection with the ARC Resources Ltd. shareholder circular. The company has stated that it will provide a further update if the suspension extends beyond the currently specified dates.

The suspension impacts the execution of the buyback programme during the specified period. Shell plc has clarified that the missed buybacks will not be cancelled but will instead be reallocated to the remaining 2026 programmes. This reallocation is contingent upon approval from the Board of Directors.

Shell plc has commenced offers to exchange outstanding unregistered notes issued by Shell Finance US Inc. for new registered notes, providing holders with an opportunity to remove transfer restrictions. The exchange offers cover six series of guaranteed notes due between 2028 and 2051, with aggregate principal amounts outstanding totaling approximately $6.35 billion. The new registered notes will carry substantially identical terms to the existing restricted notes, except for the removal of transfer restrictions and registration rights.

Terms of the Exchange Offers

The exchange offers allow holders to tender their Restricted Notes for an equal principal amount of Exchange Notes. The Exchange Notes will be registered under the U.S. Securities Act of 1933, as amended, and will be issued under the same indenture governing the Restricted Notes. The following table details the series of notes eligible for exchange:

Procedural Details

Shell plc will accept all Restricted Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on July 8, 2026, unless the offer is extended. The settlement date is expected to occur within two business days after the expiration date. Holders are advised to consult with their intermediaries regarding earlier deadlines for submitting or withdrawing exchange instructions.

The exchange offers are being made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission, including a prospectus dated June 8, 2026. D.F. King & Co., Inc. has been appointed as the exchange agent and information agent for the offers. The complete terms and conditions, including tendering procedures, are outlined in the prospectus.

Regulatory Restrictions

The exchange notes are not being offered to retail investors in the European Economic Area, the United Kingdom, or other jurisdictions with specific distribution restrictions. The offers are exempt from registration requirements in certain non-U.S. jurisdictions and are directed solely at qualified investors or professional clients as defined by local regulations. The prospectus has not been approved by regulatory authorities in countries such as Belgium, France, Italy, or Japan.