**Summary**
Shell plc announced the final results of its exchange offers on December 4, 2025, aimed at migrating existing notes issued by Shell International Finance B.V. and BG Energy Capital plc to new notes issued by Shell Finance US Inc. The move is part of Shell Groups strategy to optimize its capital structure and align indebtedness with its U.S. business.
**Key Points**
1. **Exchange Offers**Shell offered to exchange $6,347,729,000 in aggregate principal amount of old notes for a combination of cash and new notes issued by Shell Finance US Inc.
2. **Participation**All old notes tendered (and not withdrawn) as of December 3, 2025, were accepted for exchange, meeting the applicable Minimum Size Condition.
3. **New Notes**The new notes will be issued on a private placement basis, with settlement expected on December 8, 2025.
4. **Regulatory Compliance**The exchange offers were made in compliance with various regulatory requirements, including the Securities Act of 1933, MiFID II, and local laws in Belgium, France, Italy, the United Kingdom, Hong Kong, Japan, and Singapore.
5. **Target Market**The new notes are targeted at qualified institutional buyers, professional clients, and eligible counterparties, not retail investors.
6. **Forward-Looking Statements**Shell included cautionary statements regarding future expectations, highlighting risks and uncertainties that could impact its operations and results.
**Notable Details**
**Dealer Managers**BofA Securities, Inc., Deutsche Bank Securities Inc., and TD Securities (USA) LLC managed the exchange offers.
**Exchange Agent**D.F. King & Co., Inc. acted as the exchange and information agent.
**Registration Rights Agreement**Shell Finance US, Shell, and dealer managers will enter into an agreement to register the new notes with the SEC within 365 days of settlement.
This summary provides a concise overview of Shell plcs exchange offers, highlighting the key aspects of the transaction, regulatory compliance, and future expectations.