EXPLANATORY NOTE
On April 2, 2025, shareholders of Schlumberger Limited (Schlumberger N.V.), a Curaçao corporation (SLB or the
Registrant) approved the SLB Discounted Stock Purchase Plan (as amended and restated, the Plan) at the Registrants 2025 Annual General Meeting of Shareholders, which increased the number of shares of common stock, par
value $0.01 per share, of SLB (SLB Common Stock) available for purchase under the Plan by 24,000,000 shares.
The Registrant registered
up to 20,000,000 shares of SLB Common Stock issuable under the Plan pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the SEC) on July 1,
2025 (SEC File No. 333-288443) (as amended by the Post-Effective Amendment No. 1 filed on July 16, 2025, the Previous Registration Statement).
This Registration Statement on Form S-8 (the Registration Statement) is being filed by SLB to
register the remaining up to 4,000,000 shares of SLB Common Stock issuable under the Plan and authorized by the SLB shareholders. SLB incorporates by reference in this Registration Statement the Previous Registration Statement relating to the Plan
pursuant to General Instruction E on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement incorporates herein by reference the following documents, which have been filed with SEC by the Registrant (SEC File No. 001-04601 unless otherwise indicated) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act):
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(a) |
the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2024, as filed with the SEC on January 22, 2025 (the 2024 Annual Report); |
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(b) |
the portions of the Registrants Definitive
Proxy Statement for its 2025 Annual General Meeting of Shareholders that are incorporated by reference into the 2024 Annual Report, as filed with the SEC on February 20, 2025 (the Proxy Statement); |
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(c) |
the Registrants Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2025 and June 30, 2025, as filed with the SEC on April
25, 2025 and July 24, 2025, respectively; |
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(d) |
the Registrants Current Reports on Form 8-K filed with the SEC on April 2,
2025, April
8, 2025, July 15, 2025 and July
16, 2025 (excluding Item 7.01 and Exhibit 99 attached thereto); and |
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(e) |
the description of the Common Stock contained in Exhibit
4.1 of the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on January 27, 2021, and as subsequently amended or updated.
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Each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing such documents.
Any statement contained in this Registration
Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed
amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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