壳牌美股招股说明书(2025-11-05版)

Shell Finance US Inc. $350,000,000 Floating Rate Guaranteed Notes due 2030$1,000,000,000 4.125% Guaranteed Notes due 2030$1,000,000,000 4.750% Guaranteed Notes due 2036Guaranteed as to the Payment of Principal and Interest byShell plc Shell Finance US Inc. will pay interest on the Floating Rate Guaranteed Notes due 2030 (the “floating rate notes”) on February6, May6, August6 andNovember6 of each year, beginning on February6, 2026, will pay interest on the 4.125% Guaranteed Notes due 2030 (the “2030 notes”) on May6 and November6 ofeach year, beginning on May6, 2026, and will pay interest on the 4.750% Guaranteed Notes due 2036 (the “2036 notes” and, together with the 2030 notes, the “fixedrate notes”, and the fixed rate notes, together with the floating rate notes, the “notes”) on January6 and July6 of each year, beginning on January 6, 2026. Shell FinanceUS Inc. may redeem some or all of the fixed rate notes at any time and from time to time at the redemption prices described in this prospectus supplement. The notes willotherwise not be redeemable prior to maturity except upon the occurrence of certain tax events described in this prospectus supplement. The floating rate notes and the2030 notes will mature on November6, 2030, and the 2036 notes will mature on January6, 2036. Payments of the principal and interest on the notes will be fully and unconditionally guaranteed by Shell plc (“Shell”). Application will be made for listing of the notes on the New York Stock Exchange. (1)Plus accrued interest from November6, 2025 if settlement occurs after that date. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense. The notes are expected to be ready for delivery in book-entry form through the facilities of The Depository Trust Company and its participants, includingEuroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking,société anonyme(“Clearstream, Luxembourg”), on or about November6, 2025. Citigroup Academy Securities Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT INCORPORATION OF CERTAIN INFORMATION BY REFERENCEFORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSCAPITALIZATION AND INDEBTEDNESSUSE OF PROCEEDSDESCRIPTION OF NOTESTAXATIONEXPENSESEXPERTSLEGAL MATTERSUNDERWRITING Table of Contents INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Securities and Exchange Commission (the “SEC”) allows us to incorporate by reference the information we file with or furnish to them. Thismeans: •incorporated documents are considered part of this prospectus supplement and the attached prospectus;•we can disclose important information to you by referring you to those documents; and•information that we file with or furnish to the SEC will automatically update and supersede this prospectus supplement and the attachedprospectus (in the case of furnished information, to the extent we expressly state that we incorporate such furnished information byreference). Furthermore, we incorporate by reference each of the following documents that we will file with or furnish to the SEC on or after the date of thisprospectus supplement but before the end of the notes offering: •all of our subsequent annual reports on Form20-Fthat are filed with the SEC under the Securities Exchange Act of 1934, as amended (the“Exchange Act”);•any reports on Form6-Kfurnished by us pursuant to the Exchange Act that expressly state that we incorporate them by reference; and•reports filed under Sections 13(a), 13(c) or 15(d) of the Exchange Act. Without limiting the information incorporated by reference by the attached prospectus, we incorporate by reference Shell’s annual report onForm20-Ffor the fiscal year ended December31, 2024, as filed with the SEC on March25, 2025, as amended by Amendment No.1 onForm20-F/Aas filed withthe SEC on July2, 2025 (such annual report as so amended, the “2024 Form20-F”),Shell’sForm6-K, as furnished to the SEC on May2, 2025 (the firstForm6-Kso furnished on such date), including the three-month period ended March31, 2025 Unaudited Condensed Interim Financial Report, Shell’sForm6-K, as furnished to the SEC on July31, 2025 (the first Form6-Kso furnished on such date), including the three- andsix-monthperiods endedJune30, 2025 Unaudited Condensed Interim Financial Report, and Shell’sForm6-K, as furnished to the SEC on October30, 2025 (the first Form6-Kso furnished on such date), including the three- and nine-month periods ended September30, 2025 Unaudited Condensed Interim Financial Report. You may request a copy of any documents referred to above, at no cost, by contacting us at the following address: Shell plcShell CentreLondon, SE1 7NAUnited KingdomTel. No.: +44 20 7934 1234 Table of Contents FORWARD-LOOKING STATEMENTS The SEC encourages companies to disclose forward-looking information