What dividend share transaction did Shell CFO Sinead Gorman report?

Sinead Gorman , Shell's Chief Financial Officer, reported acquiring 2,145.9574 ordinary shares listed in London as dividend shares, at a price of GBP 27.05954 per share, credited on December 22, 2025.

Are these Shell PDMR transactions regular purchases or dividend-related allocations?

The transactions are explicitly described as dividend shares in respect of shares previously delivered under annual bonus plans and/or previously vested under employee share plans. They reflect reinvested dividends on existing holdings rather than open-market discretionary purchases.

Where can investors find more background on Shellb4s share plans mentioned here?

The disclosure notes that further details on Shell's employee share plans and related arrangements can be found in the Shell plc Annual Report and Form 20-F for the year ended December 31, 2024 , available at www.shell.com/annualreport.

Shell plc (NYSE: SHEL) discloses executive dividend share awards

Q: What does Shell plc (SHEL) disclose in this Form 6-K?

The document discloses that Shell plc senior executives, classified as Persons Discharging Managerial Responsibilities, received additional dividend shares on December 22, 2025. These shares relate to existing holdings from annual bonus awards and vested employee share plans following the interim dividend paid on December 18, 2025.

Q: Which Shell (SHEL) executives received dividend shares and in what context?

Executives including CEO Wael Sawan , CFO Sinead Gorman , and leaders of Upstream, Integrated Gas, Downstream, Projects and Technology, Trading and Supply, Legal, and Human Resources received dividend shares. The shares arose from dividends on stock previously delivered under annual bonus plans or previously vested under employee share plans held in Share Plan Accounts.

Q: How many Shell shares did CEO Wael Sawan acquire through dividends?

Wael Sawan acquired 3,054.9554 ordinary shares in Amsterdam at a price of EUR 31.0198 and 656.18285 shares in London at a price of GBP 27.05954, all as dividend shares linked to prior bonus or plan-based awards.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Shell plc reports that several senior executives received additional shares through dividend reinvestment following the interim dividend paid on December 18, 2025 for the third quarter of 2025. On December 22, 2025, Persons Discharging Managerial Responsibilities acquired dividend shares tied to stock previously delivered under annual bonus plans or vested employee share plans and held in a Share Plan Account. Chief Executive Officer Wael Sawan acquired 3,054.9554 ordinary shares listed in Amsterdam at EUR 31.0198 and 656.18285 shares listed in London at GBP 27.05954. Chief Financial Officer Sinead Gorman acquired 2,145.9574 London-listed shares at GBP 27.05954, while other business leaders, including the heads of Upstream, Integrated Gas, Downstream, Projects and Technology, Trading and Supply, Legal, and Human Resources, also received smaller dividend share allocations across Amsterdam, London, and New York.

Form 6-K: How Foreign Companies Report to the SEC →

12/29/2025 - 08:56 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 1-32575

Shell plc
(Exact name of registrant as specified in its charter)

England and Wales
(Jurisdiction of incorporation or organization)

Shell Centre
London, SE1 7NA
United Kingdom
(Address of principal executive office)

________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

Director/PDMR Shareholding

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU AND UK MARKET ABUSE REGIMES December 24, 2025 Shell plc (the "Company") has been notified that following the payment of the interim dividend on December 18, 2025 in respect of the third quarter of 2025, the following Persons Discharging Managerial Responsibilities ("PDMRs") acquired dividend shares in respect of shares previously delivered to them under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account. Further information can be found in the Shell plc Annual Report and Form 20-F for the year ended December 31, 2024 (www.shell.com/annualreport). PDMR Date Acquired Share Type Number of dividend shares acquired Purchase price per Share Wael Sawan 22 December 2025 SHELL (AMS) 3,054.9554 EUR 31.0198 Wael Sawan 22 December 2025 SHEL (LSE) 656.18285 GBP 27.05954 Sinead Gorman 22 December 2025 SHEL (LSE) 2,145.9574 GBP 27.05954 Philippa Bounds 22 December 2025 SHELL (AMS) 0.00593 EUR 31.0198 Philippa Bounds 22 December 2025 SHEL (LSE) 307.48192 GBP 27.05954 Peter Costello 22 December 2025 SHELL (AMS) 30.33224 EUR 31.0198 Peter Costello 22 December 2025 SHEL (LSE) 1,007.40788 GBP 27.05954 Cederic Cremers 22 December 2025 SHELL (AMS) 337.96228 EUR 31.0198 Machteld de Haan 22 December 2025 SHELL (AMS) 291.35253 EUR 31.0198 Machteld de Haan 22 December 2025 SHEL ADS (NYSE) 21.62565 USD 72.97 Robertus Mooldijk 22 December 2025 SHELL (AMS) 703.89909 EUR 31.0198 Andrew Smith 22 December 2025 SHELL (AMS) 420.71812 EUR 31.0198 Rachel Solway 22 December 2025 SHEL (LSE) 84.59008 GBP 27.05954 The Notification of Dealing Form for each PDMR can be found below. Julie Keefe Deputy Company Secretary

ENQUIRIES Media: International +44 (0) 207 934 5550; U.S. and Canada: https://www.shell.us/about-us/news-and-insights/media/submit-an-inquiry.html

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Wael
Last Name(s)	Sawan
2. Reason for the notification
Position/status	Chief Executive Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	3,054.9554
Total	94,764.11
Aggregated information
Volume	3,054.9554
Price	31.0198
Total	94,764.11
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Wael
Last Name(s)	Sawan
2. Reason for the notification
Position/status	Chief Executive Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	GBP
Price	27.05954
Volume	656.18285
Total	17,756.01
Aggregated information
Volume	656.18285
Price	27.05954
Total	17,756.01
Date of transaction	22/12/2025
Place of transaction	London

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Sinead
Last Name(s)	Gorman
2. Reason for the notification
Position/status	Chief Financial Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	GBP
Price	27.05954
Volume	2,145.9574
Total	58,068.62
Aggregated information
Volume	2,145.9574
Price	27.05954
Total	58,068.62
Date of transaction	22/12/2025
Place of transaction	London

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Philippa
Last Name(s)	Bounds
2. Reason for the notification
Position/status	Chief Legal Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	0.00593
Total	0.18
Aggregated information
Volume	0.00593
Price	31.0198
Total	0.18
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Philippa
Last Name(s)	Bounds
2. Reason for the notification
Position/status	Chief Legal Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	GBP
Price	27.05954
Volume	307.48192
Total	8,320.32
Aggregated information
Volume	307.48192
Price	27.05954
Total	8,320.32
Date of transaction	22/12/2025
Place of transaction	London

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Peter
Last Name(s)	Costello
2. Reason for the notification
Position/status	President, Upstream
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	30.33224
Total	940.90
Aggregated information
Volume	30.33224
Price	31.0198
Total	940.90
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Peter
Last Name(s)	Costello
2. Reason for the notification
Position/status	President, Upstream
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	GBP
Price	27.05954
Volume	1,007.40788
Total	27,259.99
Aggregated information
Volume	1,007.40788
Price	27.05954
Total	27,259.99
Date of transaction	22/12/2025
Place of transaction	London

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Cederic
Last Name(s)	Cremers
2. Reason for the notification
Position/status	President, Integrated Gas
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	337.96228
Total	10,483.52
Aggregated information
Volume	337.96228
Price	31.0198
Total	10,483.52
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Machteld
Last Name(s)	De Haan
2. Reason for the notification
Position/status	President, Downstream, Renewables and Energy Solutions
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	291.35253
Total	9,037.70
Aggregated information
Volume	291.35253
Price	31.0198
Total	9,037.70
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Machteld
Last Name(s)	De Haan
2. Reason for the notification
Position/status	President, Downstream, Renewables and Energy Solutions
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	American Depository Shares (SHEL)
Identification Code	US7802593050
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	USD
Price	72.97
Volume	21.62565
Total	1,578.02
Aggregated information
Volume	21.62565
Price	72.97
Total	1,578.02
Date of transaction	22/12/2025
Place of transaction	New York

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Robertus
Last Name(s)	Mooldijk
2. Reason for the notification
Position/status	President, Projects and Technology
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	703.89909
Total	21,834.81
Aggregated information
Volume	703.89909
Price	31.0198
Total	21,834.81
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Andrew
Last Name(s)	Smith
2. Reason for the notification
Position/status	President, Trading and Supply
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	EUR
Price	31.0198
Volume	420.71812
Total	13,050.59
Aggregated information
Volume	420.71812
Price	31.0198
Total	13,050.59
Date of transaction	22/12/2025
Place of transaction	Amsterdam

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Rachel
Last Name(s)	Solway
2. Reason for the notification
Position/status	Chief Human Resources & Corporate Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	Ordinary shares of €0.07 each
Identification Code	GB00BP6MXD84
Nature of the transaction	Dividend shares in respect of shares previously delivered under the annual bonus and/or shares previously vested under employee share plans and held in a Share Plan Account.
Currency	GBP
Price	27.05954
Volume	84.59008
Total	2,288.97
Aggregated information
Volume	84.59008
Price	27.05954
Total	2,288.97
Date of transaction	22/12/2025
Place of transaction	London

This Report on Form 6-K is incorporated by reference into:

(a)

the Registration Statement on Form F-3 of Shell plc, Shell Finance US Inc. and Shell International Finance B.V. (Registration Numbers 333-276068, 333-276068-01 and 333-276068-02); and

(b)

the Registration Statements on Form S-8 of Shell plc (Registration Numbers 333-262396, 333-272192 and 333-292109).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Shell plc
		(Registrant)


Date: December 29, 2025		/s/ Julie Keefe
		Julie Keefe
		Deputy Company Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What does Shell plc (SHEL) disclose in this Form 6-K?

The document discloses that Shell plc senior executives, classified as Persons Discharging Managerial Responsibilities, received additional dividend shares on December 22, 2025. These shares relate to existing holdings from annual bonus awards and vested employee share plans following the interim dividend paid on December 18, 2025.

Which Shell (SHEL) executives received dividend shares and in what context?

Executives including CEO Wael Sawan, CFO Sinead Gorman, and leaders of Upstream, Integrated Gas, Downstream, Projects and Technology, Trading and Supply, Legal, and Human Resources received dividend shares. The shares arose from dividends on stock previously delivered under annual bonus plans or previously vested under employee share plans held in Share Plan Accounts.

How many Shell shares did CEO Wael Sawan acquire through dividends?

Wael Sawan acquired 3,054.9554 ordinary shares in Amsterdam at a price of EUR 31.0198 and 656.18285 shares in London at a price of GBP 27.05954, all as dividend shares linked to prior bonus or plan-based awards.

On which exchanges were Shell dividend shares credited to executives?

Dividend share acquisitions for Shell executives occurred across multiple listings: SHELL (AMS) in Amsterdam with prices such as EUR 31.0198, SHEL (LSE) in London at GBP 27.05954, and SHEL ADS on the New York Stock Exchange at USD 72.97 for American Depositary Shares.