Shell completes acquisition of ARC Resources

“Today we welcome ARC colleagues to Shell and look forward to building on their high-performance culture, operational excellence and technical expertise in Canada’s Montney basin,” said Shell’s Chief Executive Officer, Wael Sawan. “The acquisition increases Shell's exposure to long-duration, low-cost liquids production. Through disciplined integration, we will build on the strengths of both organizations to unlock the value that underpins this transaction.”

In accordance with terms of the Arrangement Agreement, ARC’s shareholders will receive CAD $8.20 in cash and 0.40247 ordinary shares of Shell plc (each whole share, a “Shell Share”) for each ARC common share (each, an “ARC Share”).

Based on Shell’s closing share price of GBP £34.43 on September 2, 2026, and latest FX rates, this equates to an updated equity value of approximately US$13.9 billion. Shell will take on approximately US$2.5 billion in net debt and leases resulting in an enterprise value of approximately US$16.5 billion. The equity value of US$13.9 billion will be funded via US$3.3 billion in cash and US$10.6 billion in new Shell shares.

The transaction is expected to generate double-digit returns, bolster long-term cash flows and be accretive to free cash flow share from 2027 onwards.

Notes to editors

• As defined in the Arrangement Agreement, the effective date of the transaction is September 2, 2026 (the “Effective Date”).
• The process for delivery of Shell Shares in exchange for ARC Shares is anticipated to be completed several days following the Effective Date of the transaction.
• More information can be found at Information for shareholders | Shell Global
• The acquisition grows Shell’s producing interests in Canada and complements its existing LNG footprint and extensive downstream businesses including refining, chemicals, fuel retail, aviation, lubricants and low-carbon solutions.
• In connection with the Arrangement Agreement, Shell obtained an exemption order from the Alberta Securities Commission, as principal regulator on behalf of the securities regulatory authority or regulator in each of the provinces of Canada other than Ontario, and the Ontario Securities Commission, providing relief from the formal issuer bid requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids in connection with purchases by Shell of the outstanding Shell Shares through marketplaces outside of Canada (the “Canadian Exemption”), which applies so long as the Shell Shares are not listed or posted for trading on any stock exchange or marketplace in Canada, and residents of Canada do not beneficially own more than 10% of the total number of issued and outstanding Shell Shares. The Canadian Exemption is also subject to the following conditions: the share buybacks under its issuer bid programs are carried out under applicable securities laws in the United Kingdom, the Netherlands and the European Union, as well as the trading rules of the applicable exchanges and markets; and the aggregate number of Shell Shares acquired by Shell within any period of 12 months does not exceed 10% of the outstanding Shell Shares, excluding treasury shares.
• Measurement of acquired assets and liabilities for accounting purposes will be subject to a purchase price allocation exercise following completion.
• Equity value and net debt do not sum to enterprise value due to rounding.

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Forward-looking statements

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Shell’s net carbon intensity

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Shell’s net-zero emissions target

Shell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our combined Scope 1 and 2 target, NCI target and our oil products ambition over the next ten years. However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

Forward-Looking non-GAAP measures

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