6-K

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 July 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 [   ]

Shell plc (the “registrant”) is filing the following exhibits on this Report on Form 6-K, which are hereby incorporated by reference:

Exhibit No.	Description
99.1	Press Release
99.2	Press Release

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 and 333-272192).

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: July 2, 2025	/s/ SEAN ASHLEY
	Sean Ashley
	Company Secretary

EX-99.1

EXHIBIT 99.1

Due to EY non-compliance with audit partner rotation rules, Shell to update 2023 and 2024 Form 20-Fs; financial statements remain unchanged

Due to EY non-compliance with audit partner rotation rules, Shell to update 2023 and 2024 Form 20-Fs; financial statements remain unchanged

London, July 2, 2025 – Ernst & Young LLP ("EY") has advised Shell plc that, for the years ended December 31, 2023 and 2024, EY was not in compliance with the SEC auditor independence rules. As a result, Shell plc will today file an amendment to its filed Form 20-Fs for those years with new US audit opinions issued by EY. The financial statements for 2023 and 2024 remain unchanged. The EY audit opinions remain unqualified.

Additional notes

On July 1, 2025, EY, Shell plc’s independent registered public accounting firm, advised the Audit and Risk Committee of the Board that its US opinions on Shell plc’s previously issued audited consolidated financial statements and effectiveness of internal control over financial reporting (jointly the “previously issued financial statements”) for the years ended and as of December 31, 2023 and 2024 (the “applicable years”), respectively, should no longer be relied upon. After a review, EY concluded that it was not in compliance with the SEC’s auditor independence rules for the audits of the applicable years.

EY has determined that the partner who led the audit for the applicable years had exceeded the period allowed under SEC audit partner rotation rules and hence was not eligible to serve as lead engagement partner for those audits. 

EY subsequently assigned a different partner to perform the role of lead audit partner with respect to the audits and concluded that no changes to the previously issued financial statements for the applicable years are necessary. EY has also concluded that the appropriate remediation has been completed, and it is capable of exercising objective and impartial judgment with respect to the US audit opinions included in the amended Form 20-Fs for the applicable years to be filed with the SEC.

The previously issued financial statements as prepared by Shell plc for the applicable years are unchanged. Shell plc will file amended Form 20-Fs for the applicable years later today.

Notes to editors 

• SEC refers to the US Securities and Exchange Commission.
• To reflect the new issuance date of the Consolidated Financial Statements, consequential updates were included with respect to the going concern period and the Post balance sheet events note to the Consolidated Financial Statements. Save for these items, the previously issued financial statements and other notes have not changed. The EY audit opinions remain unqualified.
• EY also advised the Audit and Risk Committee of the Board that the time limitations under the UK Financial Reporting Council’s Revised Ethical Standard regarding rotation of partners had been exceeded. Follow-up is a matter between EY and the UK Financial Reporting Council.  No amended filings are required in the UK.
• Ernst & Young LLP is the UK member firm of the EY network.

Enquiries

Shell Media Relations International: +44 20 7934 5550
US Media Relations: Contact Shell US Media Team

LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom

EX-99.2

EXHIBIT 99.2

Shell plc filed amendments to its Form 20-Fs for 2023 and 2024 with SEC

July 2, 2025

Shell plc filed amendments to its Form 20-Fs for the year ended December 31, 2023 and December 31, 2024, (“2023/24 Form 20-F/As”), with the US Securities and Exchange Commission on July 2, 2025.

The 2023/24 Form 20-F/As can be downloaded from www.shell.com/investors/results-and- reporting/annual-report or www.sec.gov.

The printed copies of the 2034/24 Form 20-F/As are expected to be available from August 15, 2025, and can be requested, free of charge, at www.shell.com/investors/results-and-reporting/annual-report/order- printed-annual-reports.

Copies of the Annual Report and Accounts can be viewed online or downloaded in pdf format at www.shell.com/investors/results-and-reporting/annual-report.

Enquiries

Shell Media Relations International: +44 20 7934 5550

US Media Relations: Contact Shell US Media Team

LEI number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom