SLB N.V. (SLB LIMITED) - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ___)

Filed by the Registrant

Filed by a Party other than the Registrant

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SLB N.V. (SLB LIMITED)

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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For 100 years, SLB has been at the forefront of energy innovation; solving problems considered impossible. That heritage of breakthrough thinking remains our competitive edge today and continues to guide our future strategy.

A Message from the Board of Directors

February 26, 2026

Dear SLB Shareholder,

In 2025, SLB leveraged the resilience of its portfolio and the strength of its strategic execution to deliver strong operational results and significant capital returns, despite a challenging backdrop for the industry. At the same time, we continued to advance our strategy with a growing emphasis on production and recovery, AI-driven digital transformation, and the expansion of our Data Center Solutions business.

Strategic Evolution and Performance

A defining milestone of 2025 was the acquisition of ChampionX Corporation (ChampionX). This transaction further strengthens SLB’s production and recovery capabilities, enabling us to deliver even greater value to customers while also providing more stability against future industry cycles. Since closing in July 2025, the business has already contributed $1.5 billion in revenue with accretive margins, and we remain focused on capturing further synergies and extending ChampionX capabilities into additional international markets.

SLB’s 2025 performance was driven by:

	•	Production Systems: Including ChampionX, revenue increased 12% year-over-year supported by increased demand for production chemicals and artificial lift, alongside the execution of the OneSubsea backlog, which recorded approximately $4 billion in new subsea bookings.
	•	Digital: Annual recurring revenue surpassed $1 billion, supported by significant uptake in Digital Operations as well as steady growth in Platforms & Applications.
	•	Data Center Solutions: Revenue grew 121% year on year as we continue to strengthen strategic partnerships with hyperscalers to deliver modular data center manufacturing solutions.

Creating Value for Shareholders

SLB has consistently proven that the unique strengths of our portfolio enable the company to generate significant cash flow across varied market conditions. In 2025, we generated $4.11 billion in free cash flow and returned $4.02 billion to shareholders through dividends and share repurchases, a 23% increase over the prior year. In January 2026, SLB announced a dividend raise for the fifth consecutive year, representing a 136% cumulative increase in its quarterly payout since early 2022. Aligned with our clear priority to create value for investors, we are committed to returning more than $4 billion to shareholders in 2026.

Celebrating 100 Years of SLB

2026 marks a key milestone in our history as we celebrate 100 years of SLB. As we have demonstrated throughout this history, it is the combination of exceptional people and pioneering technology that drives performance for the industry. We are confident that by working as one team with a sharp focus on innovation and operational performance, we will continue to deliver industry-leading results as we enter a new century for the company.

We thank you for your investment in SLB and for the opportunity to serve you and our Company as directors.

Sincerely,

Your Board of Directors

All references in this proxy statement to “SLB,” “the Company,” “we,” or “our” are to SLB Limited (SLB N.V.) and its subsidiaries.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, goal, target, ambition, will, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain, and actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include, but are not limited to, changing global economic and geopolitical conditions; changes in exploration and production spending by SLB’s customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of SLB’s customers and suppliers; SLB’s inability to achieve its financial and performance targets and other forecasts and expectations; SLB’s inability to achieve net-zero carbon emissions goals or interim emissions reduction goals; general economic, geopolitical, and business conditions in key regions of the world; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; operational modifications, delays, or cancellations; challenges in SLB’s supply chain; production declines; the extent of future charges; SLB’s inability to recognize efficiencies and other intended benefits from its business strategies and initiatives, such as digital or new energy, as well as its cost reduction strategies; changes in government regulations and regulatory requirements, including those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, and climate-related initiatives; the inability of technology to meet new challenges in exploration; the competitiveness of alternative energy sources or product substitutes; and other risks and uncertainties detailed in SLB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (2025 Annual Report), and other filings that we make with the SEC.

If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (ESG) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

For definitions of adjusted EBITDA, adjusted EBITDA margin, free cash flow, and free cash flow margin, as well as reconciliations of these non-GAAP measures to their most comparable GAAP measures, see Appendix A.

Certain data as noted in this proxy statement do not reflect the impact of ChampionX, which was acquired in the third quarter of 2025.

Notice of 2026
Annual General Meeting
of Shareholders

	Items of Business

	1.	Election of nine director nominees.
	2.	Advisory “say-on-pay” approval of our executive compensation.
	3.	Approval of annual financial statements for the year ended December 31, 2025.
	4.	Ratification of the appointment of our independent auditor, PricewaterhouseCoopers LLP.
	5.	Approval of an amendment and restatement of the 2017 SLB Omnibus Stock Incentive Plan.

	Such other matters as may properly be brought before the meeting.

	By order of the Board of Directors,

	Dianne B. Ralston
	Chief Legal Officer and Secretary
	February 26, 2026

Wednesday, April 8, 2026

9:00 a.m. Curaçao time

Curaçao Marriott Beach Resort
John F Kennedy Boulevard, 3, Piscadera Bay
Willemstad, Curaçao

Record Date

February 11, 2026

How to Cast Your Vote

Please refer to the enclosed proxy materials or to the information forwarded by your bank, broker, or other nominee to determine which voting methods are available to you. Shareholders with shares registered in their names with SLB’s transfer agent may authorize a proxy:

By Internet

www.proxypush.com/SLB

By Telephone
(866) 240-5191

By Mail
Sign, date, and mail your proxy card

If you are a beneficial holder of SLB common stock, you should follow any instructions provided by your bank, broker, or other nominee. See “Information About the Meeting” in this proxy statement.

Proxy Voting

Your vote is very important. Whether or not you plan to attend the annual general meeting in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. Brokers are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Important Notice of Internet Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on April 8, 2026

This Notice, the Proxy Statement, the Notice of Internet Availability of Proxy Materials (Notice of Internet Availability), and our 2025 Annual Report are each available free of charge at https://investorcenter.slb.com and www.proxydocs.com/SLB.

Proxy Summary	6
Voting at the 2026 Annual General Meeting	6
2025 Performance Highlights	7
Our Director Nominees	8
Governance Highlights	8
2025 Executive Compensation Highlights	9

Item 1. Election of Directors	10
Qualifications of Director Nominees	10

Corporate Governance	17
Effective Board Oversight of Risk Management	17
Leadership Structure	19
Corporate Governance Guidelines	19
Code of Conduct	19
Proactive Shareholder Engagement	19
Board Composition and Process for Selecting New Directors	20
Overboarding Policy	21
Comprehensive Director Orientation and Education	21
Rigorous Evaluation Processes	22
Board Committees	22
Meeting Attendance	23
Director Independence	23
Certain Relationships and Related Person Transactions	24
Compensation Committee Interlocks and Insider Participation	24
Securities Transaction Policy	24
How to Communicate with Our Board	24

Director Compensation	25

Stock Ownership Information	27

ITEM 2. Advisory Approval of Our Executive Compensation	29
Compensation Committee Report	29

Compensation Discussion and Analysis	30
2025 Compensation Decisions and Results	31
Framework for Setting 2025 Executive Compensation	32
Elements of 2025 Total Compensation	34
Other Aspects of Our Executive Compensation Program	44
Executive Compensation Governance	47

Executive Compensation Tables	49
2025 Summary Compensation Table	49
Grants of Plan-Based Awards in 2025	50
Outstanding Equity Awards at Year-End 2025	51
Option Exercises and Stock Vested in 2025	52
Pension Benefits	52
Nonqualified Deferred Compensation	54
Potential Payments Upon Termination or Change in Control	55
CEO Pay Ratio	57

Pay vs. Performance Comparison	58

ITEM 3. Approval of Financial Statements and Dividends	61

ITEM 4. Ratification of Appointment of Independent Auditors for 2026	62
Audit Committee Report	63

ITEM 5. Approval of the Amendment and Restatement of the 2017 SLB Omnibus Stock Incentive Plan	64
Equity Compensation Plan Information	71

Information About the Meeting	72

Appendix A	A-1

Appendix B	B-1

2026 Proxy Statement

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should carefully review this entire proxy statement and our 2025 Annual Report before voting.

Voting at the 2026 Annual General Meeting

The 2026 Annual General Meeting of Shareholders (the 2026 AGM) will be held at:

Meeting Date:	Wednesday, April 8, 2026
Place:	Curaçao Marriott Beach Resort John F Kennedy Boulevard, 3, Piscadera Bay Willemstad, Curaçao
Time:	9:00 a.m. Curaçao time
Record Date:	February 11, 2026

Each shareholder of record at the close of business on February 11, 2026 (the record date) is entitled to one vote for each share registered in that shareholder’s name. If your shares are registered in your name with SLB’s transfer agent, you may vote in person at the 2026 AGM, or you may authorize a proxy to vote your shares by one of the following methods:

By Internet
www.proxypush.com/SLB

By Telephone
(866) 240-5191

By Mail
Sign, date, and mail your proxy card

If you are a “beneficial” owner of SLB common stock—which means you held your shares on the record date through a broker, bank, or other nominee—you should follow the voting instructions provided by your broker, bank, or nominee.

If you plan to attend the 2026 AGM in person, see “Information About the Meeting” beginning on page 72 for the requirements for admission to the meeting. Whether or not you plan to attend the 2026 AGM in person, please sign, date, and promptly return your proxy card by mail, or alternatively please grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting.

Voting Matters

Item		Our Board’s Recommendation	Vote Required for Election / Approval	Refer to Page
1	Election of nine director nominees to our Board of Directors (the Board).	FOR each nominee	Majority of votes cast for nominee	10
2	Advisory “say-on-pay” approval of our executive compensation.	FOR	Majority of votes cast	29
3	Approval of our consolidated balance sheet at December 31, 2025, our consolidated statement of income for the year ended December 31, 2025, and the declarations of dividends by our Board in 2025.	FOR	Majority of votes cast	61
4	Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditor for 2026.	FOR	Majority of votes cast	62
5	Approval of an amendment and restatement of the SLB Omnibus Stock Incentive Plan.	FOR	Majority of votes cast	64

This proxy statement is first being made available to our shareholders on or about February 26, 2026.

2026 Proxy Statement

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2025 Performance Highlights

In 2025, SLB leveraged its diversified portfolio to maintain financial resilience despite lower upstream spending while accelerating its long-term strategy.

2025 Financial Performance Highlights

^$35.71 billion		^$4.02 billion
revenue		returned to shareholders
^$3.37 billion		^$6.49 billion
net income attributable to SLB		cash flow from operations
^$8.46 billion		^$4.11 billion
adjusted EBITDA⁺		free cash flow⁺

For the full year, we delivered strong cash flow performance, generating $6.49 billion of cash flow from operations and $4.11 billion of free cash flow. This marked our third consecutive year of free cash flow at or above $4 billion, providing the liquidity to return $4.02 billion to shareholders, a 23% increase year-over-year.

Core: Our Core business was led by a 12% growth in our Production Systems Division, driven by the impact of ChampionX. Production and recovery activity is becoming a strategic priority for our customers to unlock incremental barrels at the lowest cost. This translated into higher demand particularly for intervention services, artificial lift, production chemicals and SLB OneSubsea.

Digital: Digital revenue grew 9% in 2025 driven by significant uptake in Digital Operations as well as steady growth in Platforms & Applications as customers continued to invest in AI and automated solutions to improve performance and efficiency. Digital annual recurring revenue exceeded $ 1 billion and increased 15% year on year.

New Horizons of Growth: Data Center Solutions grew 121% year on year. This business is expanding rapidly as we strengthen strategic partnerships with hyperscalers to deliver modular data center manufacturing solutions. We also continued to scale our strategic investments in New Energy and remain excited about the growth potential of both carbon capture and storage and geothermal.

Sustainability and Gender Balance: We continued to make strides on our emissions reduction journey, measurably reducing our Scope 1 and 2 emissions intensity* year on year. Additionally, gender balance continued to improve; at year-end, women represented 25.5%* of our global salaried workforce.

As we move into 2026, we believe that the headwinds we experienced in key regions in 2025 are behind us. In particular, we expect rig activity in the Middle East to increase compared to today’s level, and our footprint in the region puts us in a strong position to benefit from this recovery. We also expect the positive impacts of ChampionX to continue to accelerate in 2026 as we capture further synergies and extend its leading capabilities into additional international markets. The next century of SLB starts now.

+	See Appendix A for definitions of adjusted EBITDA and free cash flow, as well as reconciliations to their most comparable GAAP measures.
*	Excludes the ChampionX acquisition

2026 Proxy Statement

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Our Director Nominees



Peter Coleman	Patrick de La Chevardière	Miguel Galuccio
Former CEO and Managing Director Woodside Petroleum	Former Chief Financial Officer TotalEnergies	Chairman and CEO Vista Energy



Jim Hackett	Olivier Le Peuch	Samuel Leupold
President Tessellation Services	Chief Executive Officer SLB	Chief Executive Officer Corio Generation



Maria Moræus Hanssen	Vanitha Narayanan	Jeff Sheets
Former Deputy CEO and COO Wintershall Dea	Former Chairman and Managing Director IBM India	Former EVP and CFO ConocoPhillips

Governance Highlights

Independent Board Chair

No staggered board; all directors are elected annually

Fully independent Audit, Compensation, and Nominating and Governance committees

Regular executive sessions of non-employee directors

Majority votes cast standard for uncontested director elections

Annual performance evaluations of Board, its committees, and individual directors

97% average Board attendance in 2025

Women chair 40% of Board committees

No director serves on more than two other listed company boards

Non-employee director tenure limits of 75 years of age or 10 years of service—whichever comes first

No hedging or pledging of our stock by SLB executives or directors

Robust stock ownership guidelines for SLB executives and directors

We do not lobby or offer financial support to politicians or campaigns

Proactive shareholder engagement

2026 Proxy Statement

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2025 Executive Compensation Highlights

Our executive compensation programs garnered the support of approximately 94.5% of the votes cast at our 2025 AGM. Consequently, based on this overwhelming support, as well as direct shareholder feedback, our 2025 executive compensation program remained largely consistent with the 2024 design. Below is a summary of key elements of our 2025 program, as further detailed under “Compensation Discussion and Analysis” (the CD&A) beginning on page 30 of this proxy statement.

LTI Program Structure		STI Program Structure

For 2025, our named executive officers (NEOs) continued to receive a mix of long-term incentive (LTI) grants, with 75% of their target LTI opportunity awarded in the form of performance share units (PSUs), and 25% awarded in the form of three-year, time-based restricted stock units (RSUs). As in 2024, payout under the 2025 PSUs will be contingent on achieving rigorous absolute free cash flow margin (FCF margin), relative return on capital employed (ROCE), and relative total shareholder return (TSR) performance goals over a three-year period.

We continued to tie 70% of our NEOs’ target short-term cash incentive (STI) opportunity to Company financial goals—full-year adjusted EBITDA and free cash flow—to ensure that our executives remained focused on profitable, sustainable growth. In addition, we continued to include in our 2025 STI plan an additional 10% quantitative component (at target) focused on reducing SLB’s emissions intensity and improving gender balance in our global workforce.

Performance-Aligned LTI and STI Payouts

Our NEOs’ LTI award payouts for the 2023-2025 performance period were based on SLB’s strong multi-year FCF margin results and above target ROCE performance, offset by below-minimum performance relative TSR results. Our NEOs also earned performance-aligned 2025 STI payouts based on SLB’s near-target adjusted EBITDA and free cash flow results and substantially achieved strategic non-financial and personal objectives.

Long-Term Equity Incentive Results*

Short-Term Cash Incentive Results*

Total LTI Award Payout — 113% — Our NEOs earned total LTI payouts of 113% of target with respect to the three-year LTI awards (including RSUs vested at 100%) that were granted in 2023 and vested in January 2026.

Strong FCF Margin PSU Payout — Our NEOs earned 228% of the target shares of SLB stock under the three-year FCF margin PSUs, based on SLB’s three-year, cumulative FCF margin of 11.7%.

Above-Median ROCE Results — Our NEOs earned 126% of the target shares of SLB stock under the three-year ROCE PSUs, based on SLB’s above-median three-year relative ROCE performance as compared to the comparator group.

Zero TSR Payout — Our three-year relative TSR percentile rank was below the minimum performance target for the TSR PSUs granted in 2023. As a result, our CEO and other NEOs earned no payout under the TSR component of our PSUs granted in 2023.

Average STI Payout — 83% — Our current NEOs earned an average 2025 cash incentive payout of 83% of target.

Adjusted EBITDA — SLB’s 2025 adjusted EBITDA demonstrated consistent financial performance despite a difficult market environment and resulted in our current NEOs earning 76% of the target payout.

Free Cash Flow — SLB’s 2025 free cash flow highlighted the unique strengths of our portfolio to generate significant cash flow in varied market conditions and resulted in our current NEOs earning 82% of the target payout.

Non-Financial Achievements — We measurably reduced our Scope 1 and 2 emissions intensity year on year and by year-end 2025 women represented 25.5% of our salaried population, achieving our targets for both metrics. As a result, our NEOs earned 100% of the target payout for the quantitative non-financial component of our STI plan. Additionally, our NEOs earned an average payout of 91% from achieving their strategic personal objectives.

*	Incentive targets and results were determined without regard to ChampionX, which was acquired in the third quarter of 2025.

2026 Proxy Statement

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ITEM 1. Election of Directors

All of SLB’s directors are elected annually at our AGM. The Board recommends that you vote FOR the election of each of our nine director nominees to serve until our 2027 AGM (or until their earlier death, resignation, or removal). Each of our director nominees is currently an SLB director and was previously elected by our shareholders at our 2025 AGM.

At the 2026 AGM, shares represented by properly executed proxies and not revoked will be voted in accordance with the instructions indicated on those proxy cards. If you have properly executed your proxy card and you have not given specific voting instructions, your shares will be voted in accordance with our Board’s recommendations.

Each of the director nominees has consented to stand for election and the Board knows of no reason why any nominee would be unable or unwilling to serve if elected. If any director nominee is unable or unwilling to serve, the Board may decrease the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, proxies may be voted for that substitute nominee.

The Board of Directors recommends a vote FOR each director nominee.

Qualifications of Director Nominees

Our Board believes our nine director nominees provide a well-rounded set of expertise to assist in effective and independent oversight of SLB management, as reflected in the summary chart on page 11. Moreover, the Nominating and Governance Committee believes all SLB director nominees should have the following personal characteristics and general qualifications:

	Integrity and honesty
	Ability to exercise sound, mature, and independent business judgment
	Recognized leaders in business or professional activity
	Background and experience that will complement the experience and talents of the other Board members
	Willingness and availability to actively participate in Board and committee meetings and related activities
	Ability to work professionally and effectively with other Board members and SLB management
	Availability to remain on the Board and its committees long enough to make an effective contribution
	No material relationship with competitors or other third parties that could present realistic possibilities of conflicts of interest or legal issues

In addition, a key component to the Board’s effective governance is its commitment to provide oversight and perspectives reflecting a diversity of independent views. Our director nominees represent seven nationalities spanning four continents, and two of whom are women who also chair two of our Board’s five committees. Our directors have an average age of 64 and have served on our Board for an average of six years.

In the judgment of the Board, all director nominees are able to execute their duties as members of the Board and to devote the necessary time and attention to SLB, as required by our Corporate Governance Guidelines. In addition, there are no family relationships among any SLB executive officers and directors.

For additional information, see “Corporate Governance—Board Composition and Process for Selecting New Directors” beginning on page 20.

2026 Proxy Statement

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Summary of Director Nominee Skills, Experience, and Characteristics

The following chart summarizes key qualifications of our director nominees—including knowledge, skills, experiences and other attributes that the Board believes are relevant to their Board and committee service. Each director nominee possesses numerous other skills and experience not identified in the following chart, as further detailed in their biographies below.

SEC Form DEF 14A filed by SLB Limited