Shell plc commences registered exchange offers for notes
Shell plc has launched exchange offers for six series of unregistered notes issued by Shell Finance US Inc., allowing holders to swap them for registered notes. The total outstanding principal amount for the eligible notes is approximately $6.35 billion, with maturities ranging from 2028 to 2051. The offers expire on July 8, 2026, and are subject to regulatory restrictions in various jurisdictions.
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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 $6.35 billion. The new registered notes will carry substantially identical terms to the existing restricted notes, except for the removal of transfer restrictions and registration rights.
Terms of the Exchange Offers
The exchange offers allow holders to tender their Restricted Notes for an equal principal amount of Exchange Notes. The Exchange Notes will be registered under the U.S. Securities Act of 1933, as amended, and will be issued under the same indenture governing the Restricted Notes. The following table details the series of notes eligible for exchange:
| Aggregate Principal Amount Outstanding ($) | Title of Restricted Notes | CUSIP/ISIN No. | Title of Exchange Notes | CUSIP/ISIN No. |
|---|---|---|---|---|
| 920,732,000 | 3.875% Guaranteed Notes due 2028 | CUSIP U8209LAA0 ISIN USU8209LAA09 CUSIP 822905AR6 ISIN US822905AR69 | 3.875% Guaranteed Notes due 2028 | CUSIP 822905AS4 ISIN US822905AS43 |
| 2,063,148,000 | 6.375% Guaranteed Notes due 2038 | CUSIP U8209LAB8 ISIN USU8209LAB81 CUSIP 822905AT2 ISIN US822905AT26 | 6.375% Guaranteed Notes due 2038 | CUSIP 822905AU9 ISIN US822905AU98 |
| 802,108,000 | 5.500% Guaranteed Notes due 2040 | CUSIP U8209LAC6 ISIN USU8209LAC64 CUSIP 822905AV7 ISIN US822905AV71 | 5.500% Guaranteed Notes due 2040 | CUSIP 822905AW5 ISIN US822905AW54 |
| 691,199,000 | 5.125% Guaranteed Notes due 2041 | CUSIP U8209LAD4 ISIN USU8209LAD48 CUSIP 822905AX3 ISIN US822905AX38 | 5.125% Guaranteed Notes due 2041 | CUSIP 822905AY1 ISIN US822905AY11 |
| 993,714,000 | 3.125% Guaranteed Notes due 2049 | CUSIP U8209LAE2 ISIN USU8209LAE21 CUSIP 822905AZ8 ISIN US822905AZ85 | 3.125% Guaranteed Notes due 2049 | CUSIP 822905BA2 ISIN US822905BA26 |
| 876,828,000 | 3.000% Guaranteed Notes due 2051 | CUSIP U8209LAF9 ISIN USU8209LAF95 CUSIP 822905BB0 ISIN US822905BB09 | 3.000% Guaranteed Notes due 2051 | CUSIP 822905BC8 ISIN US822905BC81 |
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.
How will the successful registration of these notes impact Shell's future borrowing costs and liquidity profile?
Will this move prompt Shell to issue new registered debt to capitalize on current market conditions?
What are the potential tax implications for note holders participating in this exchange offer?
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