a1042c

6-K 1 a1042c.htm 1Q26 SEA PART 1 OF 1 a1042c

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

28 April, 2026

BP p.l.c.

(Translation of registrant's name into English)

1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual

reports under cover Form 20-F or Form 40-F.

Form 20-F |X| Form 40-F

--------------- ----------------

Indicate by check mark whether the registrant by furnishing the information

contained in this Form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of

1934.

Yes No |X|

--------------- --------------

Exhibit 1.1

1Q26 SEA Part 1 of 1 dated 28 April 2026

Exhibit 1.1

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FOR IMMEDIATE RELEASE

London 28 April 2026

BP p.l.c. Group results

First quarter 2026

"For a printer friendly version of this announcement please click on the link below to open a PDF version of the announcement"

http://www.rns-pdf.londonstockexchange.com/rns/1035C_1-2026-4-27.pdf

Continued strong operational and financial delivery

Financial summary	First	Fourth	First
	quarter	quarter	quarter
$ million	2026	2025	2025
Profit (loss) for the period attributable to bp shareholders	3,842	(3,422)	687
Inventory holding (gains) losses*, net of tax	(3,180)	666	(118)
Replacement cost (RC) profit (loss)*	662	(2,756)	569
Net (favourable) adverse impact of adjusting items*, net of tax	2,536	4,297	812
Underlying RC profit*	3,198	1,541	1,381
Operating cash flow	2,860	7,602	2,834
Capital expenditure	(3,290)	(4,168)	(3,623)
Divestment and other proceeds(a)	248	3,602	328
Net debt*(b)	25,309	22,182	26,968
Underlying operating expenditure*	5,369	5,639	5,304
Announced dividend per ordinary share (cents per share)	8.320	8.320	8.000
Underlying RC profit per ordinary share* (cents)	20.67	10.00	8.75
Underlying RC profit per ADS* (dollars)	1.24	0.60	0.53

Highlights

● Strong upstream operations: 1Q 2026 upstream plant reliability improved to 95.7% (4Q25 95.4%); reported production broadly flat as higher production in the Gulf of America and strong performance in bpx Energy offset the impact of disruptions in the Middle East and a North Sea divestment at the end of 2025.

● Improved downstream reliability; focused on running assets safely to meet customer demand: refining availability improved to 96.3% (4Q25 96.0%) and above our target of 96% availability.

● Strong financial performance: 1Q 2026 underlying RC profit $3.2 billion; operating cash flow $2.9 billion after taking into account a $6.0 billion adjusted working capital* build(c) largely driven by the rising price environment in addition to the seasonal inventory builds.

● Continued strategic progress: announced agreement to sell Gelsenkirchen refinery. On transaction completion, our structural cost reduction* target will increase by $1 billion to $6.5-7.5 billion by 2027. Subject to market conditions, we now plan to reduce corporate hybrid bond financing by around $4.3 billion to approximately $9 billion by end 2027.

It's a privilege and an honour to serve as bp's CEO. I join at a time when our industry is operating in an environment of conflict and complexity, playing a vital role in keeping energy flowing.

bp's team has been working relentlessly to keep our assets producing safely, reliably and efficiently. We are working with customers and governments to get fuel where it's needed, helping minimize disruption and the impact it can have on people's lives.

Overall, our business continues to run well. This was another quarter of strong operational and financial delivery, and we made further progress towards our 2027 targets. We had high plant reliability, high refining availability and increased production in the Gulf of America and at bpx Energy, our US onshore business - keeping production levels steady despite the ongoing disruption.

We also made progress on sustainability, continuing to embed it in the way we work and building on the 37% reduction in operational emissions last year, compared to our 2019 baseline. We are committed to doing business the right way: providing secure, affordable energy - and doing it sustainably.

bp is a great company, with highly skilled people and world-class assets. We are heading in the right direction, strengthening the balance sheet and continuing to accelerate delivery. Now, we have to capitalize on the opportunity that exists across our portfolio, simplifying how we work, unlocking growth and driving improved returns.

That is how we will make bp a simpler, stronger, more valuable company.

Meg O'Neill

Chief executive officer

(a) Divestment proceeds are disposal proceeds as per the condensed group cash flow statement.

(b) See Note 9 for more information.

(c) Change in working capital adjusted for inventory holding gains, fair value accounting effects relating to subsidiaries and other adjusting items. See page 26.

RC profit (loss), underlying RC profit, net debt, underlying operating expenditure, underlying RC profit per ordinary share, underlying RC profit per ADS and adjusted working capital are non-IFRS measures. Inventory holding (gains) losses and adjusting items are non-IFRS adjustments.

Definitions are provided in the Glossary on page 30. Non-IFRS measures are marked with an asterisk.

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	Highlights
	1Q26 underlying replacement cost (RC) profit* $3.2 billion
	●	Underlying RC profit for the quarter of $3.2 billion, compared with $1.5 billion for the previous quarter. Compared with the fourth quarter 2025, the underlying result reflects exceptional oil trading contribution and stronger midstream performance. The underlying effective tax rate (ETR)* in the quarter was 32%, compared with 43% for the previous quarter, which reflects changes in the geographical mix of profits.
	●	Reported profit for the quarter was $3.8 billion, compared with a loss of $3.4 billion for the fourth quarter 2025. The reported result for the first quarter is adjusted for inventory holding gains* of $3.2 billion (net of tax) and a net adverse impact of adjusting items* of $2.5 billion (net of tax) to derive the underlying RC profit. Adjusting items include adverse pre-tax fair value accounting effects of $1.1 billion and post-tax net impairments of $0.4 billion (see page 25 for more information on adjusting items).
	Segment results
	●	Gas & low carbon energy: The RC profit before interest and tax for the first quarter 2026 was $1.1 billion, compared with a loss of $2.2 billion for the previous quarter. After adjusting RC profit before interest and tax for a net adverse impact of adjusting items of $0.3 billion, the underlying RC profit before interest and tax* for the first quarter was $1.3 billion, compared with $1.4 billion in the fourth quarter 2025. This reflects realizations remaining broadly flat including the adverse impact of price lags. The gas marketing and trading result was average.
	●	Oil production & operations: The RC profit before interest and tax for the first quarter 2026 was $1.7 billion, compared with $1.7 billion for the previous quarter. After adjusting RC profit before interest and tax for a net adverse impact of adjusting items of $0.3 billion, the underlying RC profit before interest and tax for the first quarter was $2.0 billion, compared with $2.0 billion for the fourth quarter 2025. This reflects the divestment in the North Sea offset by higher realizations including the adverse impact of the price lags.
	●	Customers & products: The RC profit before interest and tax for the first quarter 2026 was $2.5 billion, compared with $1.4 billion for the previous quarter. After adjusting RC profit before interest and tax for a net adverse impact of adjusting items of $0.8 billion, the underlying RC profit before interest and tax (underlying result) for the first quarter was $3.2 billion, compared with $1.3 billion in the fourth quarter 2025. The customers first quarter underlying result was higher by $0.1 billion, reflecting seasonally lower volumes and lower retail fuels margins, more than offset by a stronger midstream performance, including stronger supply optimization across our integrated value chain and one-off timing effects, and a lower underlying operating expenditure. The products first quarter underlying result was higher by $1.7 billion. In refining, the result reflects higher realized refining margins, a higher throughput driven by lower turnaround activity and the recovery following reduced capacity at the Whiting refinery in the fourth quarter, and crude selection timing effects. The oil trading contribution was exceptional.
	Operating cash flow $2.9 billion and net debt* $25.3 billion
	●	Operating cash flow for the quarter, after a $6.0 billion working capital* build (after adjusting for inventory holding gains, fair value accounting effects and other adjusting items), was $2.9 billion. The working capital build of $6.0 billion reflects three main factors: around $4.1 billion related to seasonal working capital effects, higher levels of inventory reflecting longer shipping routes and the rising price environment through the quarter; $1.1 billion related to the timing of payments; and $0.8 billion of other items, primarily related to the settlement payments in the Gulf of America.
	●	Net debt increased to $25.3 billion at the end of the first quarter compared with $22.2 billion at the end of the fourth quarter 2025, primarily driven by lower operating cash flow.
	Our financial frame
	●	Our first capital allocation priority is a resilient dividend, which is expected to increase by at least 4% per ordinary share a year(a). For the first quarter, bp has announced a dividend per ordinary share of 8.320 cents.
	●	We are committed to strengthening the balance sheet and continue to target improving our credit metrics within an 'A' grade credit range. We reiterate our primary target of $14 to 18 billion of net debt by end 2027. When considering our capital structure, we also look at other instruments including hybrid bonds and securities or obligations such as leases and our Gulf of America settlement liabilities.
	●	bp's hybrid capital includes a notional $13.3 billion of perpetual hybrid bonds made up of a core stack of around $12.0 billion and $1.3 billion issued in 2024 as prefinancing of upcoming redemptions. bp now plans to reduce its perpetual hybrid bond capital to approximately $9  billion, subject to market conditions, as a result of continued balance sheet strengthening and the receipt of cash from our divestment programme. This $4.3 billion reduction is expected to be achieved through the redemption, without replacement, of perpetual hybrid bonds with first call dates in March 2026 of €2.5 billion and March 2027 of £1.25 billion. Following completion of these actions, the remaining $9 billion of perpetual hybrid bonds are currently intended to remain a permanent component of bp's capital framework.
	●	We reiterate our 2026 capital expenditure budget in the range of $13-13.5 billion.

(a) Shareholder distributions, including dividends are subject to board discretion, taking into account factors including, but not limited to, current forecasts and credit metrics.

The commentary above contains forward-looking statements and should be read in conjunction with the cautionary statement on page 36.

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Financial results

In addition to the highlights on page 2:

● Profit attributable to bp shareholders in the first quarter was $3.8 billion, compared with $0.7 billion in the same period of 2025.

- After adjusting profit attributable to bp shareholders for inventory holding gains* and net impact of adjusting items*, underlying replacement cost (RC) profit* for the first quarter was $3.2 billion, compared with $1.4 billion for the same period of 2025. The underlying RC profit for the first quarter compared with the same period in 2025 mainly reflects significantly higher realized margins, partly offset by lower realizations. The oil trading contribution for the first quarter was exceptional compared with the average result in the same period of 2025 and the gas marketing and trading result was average compared with the weak result for the same period in 2025. See pages 6, 8 and 10 for more information.

- Adjusting items in the first quarter had a net adverse pre-tax impact of $2.0 billion, compared with a net adverse pre-tax impact of $0.4 billion in the same period of 2025.

- Adjusting items for the first quarter includes an adverse pre-tax impact of fair value accounting effects* of $1.1 billion, compared with a favourable pre-tax impact of $1.0 billion in the same period of 2025. In both the gas & low carbon energy and customers & products segments fair value accounting effects represent the difference in treatment between, management's internal performance measure and IFRS. In other businesses & corporate, there was an adverse impact of the fair value accounting effects relating to the hybrid bonds in the first quarter 2026 compared with a favourable impact in the first quarter 2025.

● The effective tax rate (ETR) on the profit before taxation for the first quarter was 43%, compared with 69% for the same period in 2025. Excluding inventory holding gains or losses and adjusting items, the underlying ETR* for the first quarter was 32%, compared with 50% for the same period in 2025. The lower underlying ETR for the first quarter reflects changes in the geographical mix of profits, particularly due to the higher results in products. Underlying ETR is a non-IFRS measure.

● Operating cash flow for the first quarter was $2.9 billion, compared with $2.8 billion for the same period in 2025.

● Capital expenditure in the first quarter was $3.3 billion, compared with $3.6 billion in the same period of 2025.

● Total divestment and other proceeds for the first quarter were $0.2 billion, compared with $0.3 billion for the same period in 2025.

● At the end of the first quarter, net debt* was $25.3 billion, compared with $22.2 billion at the end of the fourth quarter 2025 and $27.0 billion at the end of the first quarter 2025.

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Analysis of RC profit (loss) before interest and tax and reconciliation to profit (loss) for the period

	First	Fourth	First
	quarter	quarter	quarter
$ million	2026	2025	2025
RC profit (loss) before interest and tax
gas & low carbon energy	1,054	(2,172)	1,358
oil production & operations	1,655	1,735	2,788
customers & products	2,452	1,415	103
other businesses & corporate	(855)	(386)	(22)
Consolidation adjustment - UPII*	21	21	13
RC profit before interest and tax	4,327	613	4,240
Finance costs and net finance expense relating to pensions and other post-employment benefits	(1,121)	(1,242)	(1,269)
Taxation on a RC basis	(2,174)	(1,830)	(2,107)
Non-controlling interests	(370)	(297)	(295)
RC profit (loss) attributable to bp shareholders*	662	(2,756)	569
Inventory holding gains (losses)*	4,159	(874)	159
Taxation (charge) credit on inventory holding gains and losses	(979)	208	(41)
Profit (loss) for the period attributable to bp shareholders	3,842	(3,422)	687

Analysis of underlying RC profit (loss) before interest and tax

	First	Fourth	First
	quarter	quarter	quarter
$ million	2026	2025	2025
Underlying RC profit (loss) before interest and tax
gas & low carbon energy	1,336	1,389	997
oil production & operations	1,981	1,958	2,895
customers & products	3,203	1,346	677
other businesses & corporate	(272)	(304)	(117)
Consolidation adjustment - UPII	21	21	13
Underlying RC profit before interest and tax	6,269	4,410	4,465
Finance costs on an underlying RC basis(a) and net finance expense relating to pensions and other post-employment benefits	(1,047)	(1,162)	(1,082)
Taxation on an underlying RC basis	(1,654)	(1,410)	(1,707)
Non-controlling interests	(370)	(297)	(295)
Underlying RC profit attributable to bp shareholders*	3,198	1,541	1,381

(a) A non-IFRS measure. Finance costs on an underlying RC basis is defined as finance costs as stated in the group income statement excluding finance costs classified as adjusting items* (see footnote (d) on page 25).

Reconciliations of underlying RC profit attributable to bp shareholders to the nearest equivalent IFRS measure are provided on page 1 for the group and on pages 6-12 for the segments.

Operating Metrics

	First	Fourth	First
	quarter	quarter	quarter
	2026	2025	2025
Tier 1 and tier 2 process safety events	7	4	10
upstream production(a) (mboe/d)	2,339	2,344	2,239
upstream unit production costs(b) ($/boe)	6.39	5.82	6.34
bp-operated upstream plant reliability	95.7%	95.4%	95.4%
bp-operated refining availability(a)	96.3%	96.0%	96.2%

(a) See Operational updates on pages 6, 8 and 10. Because of rounding, upstream production may not agree exactly with the sum of gas & low carbon energy and oil production & operations.

(b) The increase in the first quarter 2026, compared with the first quarter 2025 mainly reflects portfolio mix.

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Outlook & Guidance

2Q 2026 guidance

● Looking ahead, bp expects second quarter 2026 reported upstream production to be lower compared with the first quarter 2026, due to seasonal maintenance predominantly in the Gulf of America and the effects of disruption in the Middle East. The heightened volatility in the oil and gas prices could also impact PSA contracts.

● In its customers business, bp expects compared to the first quarter, seasonally higher volumes to be more than offset by a lower midstream result, including the potential reversal of the 1Q timing effects. We expect volumes and fuels margins to remain sensitive to conditions and developments in the Middle East.

● In products, bp expects compared to the first quarter, refining throughput to be impacted by a higher level of planned refinery turnaround activity. We also expect lower throughput at Whiting due to a third-party event this month which has now been resolved. Refining margins are expected to remain sensitive to the cost of supply and conditions in the Middle East.

● bp plans to reduce its hybrid capital in the second quarter 2026 through the redemption, without replacement, of €2.5  billion of perpetual hybrid bonds.

2026 guidance

In addition to the guidance on page 2:

● bp now expects reported upstream production to be lower due to effects of disruption in the Middle East and underlying upstream production to be broadly flat compared with 2025. Within this, bp expects underlying production from oil production & operations to be broadly flat and production from gas & low carbon energy to be lower.

● In its customers business, bp continues to expect to make continued progress growing cash flows, supported by lower underlying operating expenditure* driven by structural cost reductions*. These benefits will be partly offset by the earnings impact of completed and announced divestments. Reported earnings will benefit from lower depreciation as a result of the assets held for sale accounting treatment of Castrol following the planned divestment. Fuel margins are expected to remain sensitive to movements in the cost of supply.

● In products, bp continues to expect significantly lower level of turnaround activity. Refining margins are expected to remain sensitive to the cost of supply and conditions in the Middle East.

● bp continues to expect other businesses & corporate underlying annual charge to be around $1.0 billion for 2026. The charge may vary quarter to quarter.

● bp continues to expect the depreciation, depletion and amortization to be broadly flat compared with 2025.

● bp continues to expect the underlying ETR* for 2026 to be around 40% but it is sensitive to a range of factors, including the volatility of the price environment and its impact on the geographical mix of the group's profits and losses.

● bp continues to expect capital expenditure to be $13-13.5 billion and now evenly weighted through the year.

● bp continues to expect divestment and other proceeds to be $9-10 billion in 2026, including approximately $6 billion from the announced Castrol transaction, all significantly weighted to the second half.

● bp continues to expect Gulf of America settlement payments for the year to be around $1.6 billion pre-tax including $0.4 billion pre-tax paid during the first quarter and $1.1 billion pre-tax paid during the second quarter.

Middle East implications

We continue to closely monitor the situation in the Middle East. The full impact will be determined by the extent and duration of the current market conditions.

2025 upstream production (bp share, net of royalties)	Crude oil (mb/d)	Natural gas (mmcf/d)	Total hydrocarbons (mboe/d)
Subsidiaries
Abu Dhabi	208	-	208
Oman	22	590	124
Equity-accounted entities
Iraq	79	-	79
Total	309	590	411

● In the upstream, the heightened volatility is leading to notable differences between marker prices used in our rules of thumb and realized prices due to price lags, price caps, timing of liftings and contract structures.

● In refining, we are seeing margin dislocations driven by three main factors: crude differentials, product yields and freight costs.

The commentary above contains forward-looking statements and should be read in conjunction with the cautionary statement on page 36.

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gas & low carbon energy

Financial results

● The replacement cost (RC) profit before interest and tax for the first quarter was $1,054 million, compared with $1,358 million for the same period in 2025. The first quarter is adjusted by an adverse impact of net adjusting items* of $282 million, compared with a favourable impact of net adjusting items of $361 million for the same period in 2025. Adjusting items include the impacts of fair value accounting effects*, relative to management's internal measure of performance, which are an adverse impact of $273 million for the first quarter in 2026 and a favourable impact of $668 million for the same period in 2025. See page 25 for more information on adjusting items.

● After adjusting RC profit before interest and tax for adjusting items, the underlying RC profit before interest and tax* for the first quarter was $1,336 million, compared with $997 million for the same period in 2025.

● The underlying RC profit before interest and tax for the first quarter reflects an average trading result compared to a weak result for the same period in 2025, and higher production offset by lower realizations.

Operational update

● Reported production for the quarter was 798mboe/d, 4.5% higher than the same period in 2025. Underlying production was 5.5% higher compared with the first quarter of 2025 reflecting major project start-ups partly offset by base decline.

Strategic progress

● In March bp and South Valley Egyptian Petroleum Holding Company signed a memorandum of understanding for the award of Block (6) in the Red Sea.

● In April bp announced a significant gas and condensate discovery offshore Egypt following the successful drilling of the Denise W-1 exploration well in the Temsah Concession, located in the Eastern Mediterranean. The Denise W-1 well follows a binding head of agreement signed in July 2025 with EGPC and EGAS for a 20-year renewal of the Temsah Concession.

● In April Arcius, a joint venture with bp holding 51% and XRG holding 49%, has taken a final investment decision to develop the Harmattan gas field in Egypt's El Burg offshore concession, a significant step toward executing one of its first projects in Egypt.

	First	Fourth	First
	quarter	quarter	quarter
$ million	2026	2025	2025
Profit (loss) before interest and tax	1,054	(2,172)	1,358
Inventory holding (gains) losses*	-	-	-
RC profit (loss) before interest and tax	1,054	(2,172)	1,358
Net (favourable) adverse impact of adjusting items	282	3,561	(361)
Underlying RC profit before interest and tax	1,336	1,389	997
Taxation on an underlying RC basis	(473)	(463)	(471)
Underlying RC profit before interest	863	926	526

	First	Fourth	First
	quarter	quarter	quarter
$ million	2026	2025	2025
Depreciation, depletion and amortization
Total depreciation, depletion and amortization	1,186	1,173	1,166

Exploration write-offs
Exploration write-offs	-	-	-

Adjusted EBITDA*
Total adjusted EBITDA	2,522	2,562	2,163

Capital expenditure
gas	635	757	774
low carbon energy	60	132	129
Total capital expenditure	695	889	903

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gas & low carbon energy (continued)

	First	Fourth	First
	quarter	quarter	quarter
	2026	2025	2025
Production (net of royalties)(a)
Liquids (mb/d)	87	86	83
Natural gas (mmcf/d)	4,124	4,074	3,950
Total hydrocarbons (mboe/d)	798	788	764

Average realizations(b)
Liquids ($/bbl)	67.17	62.72	70.74
Natural gas ($/mcf)	6.30	6.30	7.26
Total hydrocarbons ($/boe)	40.08

SEC Form 6-K filed by BP p.l.c.