As filed with the Securities and Exchange Commission on July 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
| Curaçao (State or other jurisdiction of |
52-0684746 Identification No.) | |
| 42 rue Saint-Dominique Paris, France |
75007 | |
| 5599 San Felipe Houston, Texas, U.S.A. |
77056 | |
| 62 Buckingham Gate London, United Kingdom |
SW1E 6AJ | |
| Parkstraat 83 (Addresses of Principal Executive Offices) |
2514 JG
(Zip Codes) | |
SLB DISCOUNTED STOCK PURCHASE PLAN
(Full title of the plan)
Dianne B. Ralston
Chief Legal Officer and Secretary
Schlumberger Limited
5599 San Felipe
Houston, Texas, U.S.A. 77056
(713) 513-2000
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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):
| (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); |
| (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); |
| (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; |
| (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 |
| (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. |
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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Item 8. Exhibits.
The following documents are filed as a part of this Registration Statement or incorporated by reference herein:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 25, 2025.
| SCHLUMBERGER N.V. (Schlumberger Limited) | ||
| By: | /s/ HOWARD GUILD | |
| Howard Guild | ||
| Chief Accounting Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 25, 2025 in the capacities indicated.
| * |
|
* | ||
| Olivier Le Peuch (Principal Executive Officer) |
Jim Hackett Chairman of the Board | |||
| * |
|
* | ||
| Stephane Biguet Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Samuel Leupold Director | |||
| /s/ HOWARD GUILD |
|
* | ||
| Howard Guild Chief Accounting Officer (Principal Accounting Officer) |
Maria Moræus Hanssen Director | |||
| * |
|
* | ||
| Peter Coleman Director |
Vanitha Narayanan Director | |||
| * |
|
* | ||
| Patrick de La Chevardière Director |
Jeff W. Sheets Director | |||
| * |
|
| ||
| Miguel M. Galuccio Director |
||||
| * By: | /s/ DIANNE B. RALSTON | |
| Dianne B. Ralston Chief Legal Officer and Secretary (Attorney-in-Fact and Authorized Representative in the U.S.) |
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Exhibit 5
Schlumberger N.V.
(Schlumberger Limited)
5599 San Felipe
Houston, Texas 77056
Amsterdam, 25 July 2025
| Re: | Schlumberger N.V. |
Ladies and Gentlemen,
We have acted as Curaçao legal counsel for Schlumberger N.V. (also referred to as Schlumberger Limited), a corporation with limited liability organized and existing under the laws of Curaçao (the Company), in connection with the registration of up to 4,000,000 shares of the Companys common stock, par value US$0.01 per share to be traded on the New York Stock Exchange (the Shares), issuable pursuant to the SLB Discounted Stock Purchase Plan, as amended and restated effective 16 January 2025 (the Plan). We understand that a registration statement on Form S-8 relating to the Plan (the Registration Statement) is being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
As Curaçao legal counsel for the Company we have examined and relied upon the following documents in original, photo static or facsimile form:
| (a) | a copy of the Registration Statement; |
| (b) | a copy of the Plan; |
| (c) | a certified copy of the Articles of Incorporation of the Company (the Articles of Incorporation), as presently in effect; |
| (d) | a copy of the Amended and Restated By-Laws of the Company as, according to the Secretary Certificate (as defined below), in full force and effect on the date hereof (the Bylaws); |
| (e) | an extract obtained online on 25 July 2025 from the Curaçao Commercial Register, relating to the registration of the Company; |
| (f) | a copy of the minutes of the annual general meeting of shareholders of the Company as according to the Secretary Certificate held on 2 April 2025 inter alia including the resolution to approve the amendment and restatement of the SLB Discounted Stock Purchase Plan effective 16 January 2025 (the Shareholders Resolutions); |
25 July 2025
Page 2
| (g) | a copy of the resolutions of the board of directors of the Company (the Board) as according to the Secretary Certificate adopted on 16 January 2025 providing for the issuance of the Shares under the Plan (the Board Resolutions and the Shareholders Resolutions together with the Board Resolutions, the Resolutions); and |
| (h) | a copy of a certificate executed by the Assistant Secretary of the Company, dated 25 July 2025 with attached thereto a copy of the Resolutions, the Articles of Association and the Bylaws (the Secretary Certificate). |
In our examination of the documents referred to above and in expressing our opinion, we have assumed without independent verification of any kind:
| (i) | the genuineness of all signatures on all documents we have reviewed; |
| (ii) | the authenticity of all such documents submitted to us as originals, and that each of the documents has been duly executed in the form, or substantially in the form submitted to us as execution copies; and |
| (iii) | the conformity with originals of all documents submitted to us as copies. |
In rendering the following, we are opining on the matters hereinafter referred to, only insofar as they are governed by the laws of Curaçao as currently in effect and as they are interpreted under presently published case law of Curaçao, including the Supreme Court of the Netherlands (Hoge Raad der Nederlanden).
Based upon and subject to the foregoing and subject to the qualifications set forth below and having due regard for such legal considerations as we deem relevant, we are of the opinion that:
| (a) | The Company has been duly incorporated under the laws of the former Netherlands Antilles, is currently validly existing under the laws of Curaçao and has all requisite corporate power and authority to own its properties and to conduct its business within the limits of its objects clause as set forth in article 2 of the Articles of Incorporation. The Company has been duly registered with the Curaçao Commercial Register under number 1674. |
| (b) | Upon issuance and delivery of the Shares from time to time pursuant to and in accordance with the terms of the Plan, for consideration at least equal to the par value thereof, such Shares will be validly issued, fully paid and non-assessable. |
| (c) | No personal liability will attach to the holders of the Shares under the laws of Curaçao by reason of their being stockholders of the Company. |
| (d) | No consents, approvals, authorizations or other orders of Curaçao governmental authorities are legally required for the issuance of the Shares by the Company. |
This opinion is strictly limited to the matters stated herein and may not read as extending by implication to any matters not specifically referred to herein, including tax matters.
25 July 2025
Page 3
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Sincerely yours, |
| /s/ STvB Advocaten (Europe) N.V. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Schlumberger Limited of our report dated January 22, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Schlumberger Limiteds Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
July 25, 2025
Exhibit 24
Power of Attorney
Each of the undersigned, being a director or officer, or both, of Schlumberger Limited, a Curaçao corporation (the Company), hereby constitutes and appoints Howard Guild or Dianne B. Ralston, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, resubstitution and revocation and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities: (i) to sign this Registration Statement under the Securities Act of 1933, as amended (the Securities Act), with respect to the registration of up to 4,000,000 shares of common stock, par value $0.01 per share, of the Company (the Shares) to be offered and issued under the SLB Discounted Stock Purchase Plan, as amended and restated effective January 16, 2025, on Form S-8, any amendments thereto, and all post-effective amendments and supplements to this Registration Statement for the registration of the Shares; and (ii) to file this Registration Statement and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that this Registration Statement will comply with the Securities Act, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which will constitute an original and all of which, taken together, will constitute one Power of Attorney.
Date: July 15, 2025
| /s/ Peter Coleman |
|
/s/ Samuel Leupold | ||
| Peter Coleman Director |
Samuel Leupold Director | |||
| /s/ Patrick de La Chevardière |
|
/s/ Maria Moræus Hanssen | ||
| Patrick de La Chevardière Director |
Maria Moræus Hanssen Director | |||
| /s/ Miguel M. Galuccio |
|
/s/ Vanitha Narayanan | ||
| Miguel M. Galuccio Director |
Vanitha Narayanan Director | |||
| /s/ Jim Hackett |
|
/s/ Jeff W. Sheets | ||
| Jim Hackett Chairman of the Board |
Jeff W. Sheets Director | |||
| /s/ Olivier Le Peuch |
|
| ||
| Olivier Le Peuch Chief Executive Officer and Director |
||||
| /s/ Stephane Biguet |
| Stephane Biguet Executive Vice President and Chief Financial Officer |
| Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Aggregate Offering Price (2) |
Fee Rate |
Amount of Registration Fee | |||||||
| $ |
$ |
$ | ||||||||||||
| Total Offering Amounts | $ |
$ | ||||||||||||
| Total Fee Offsets | $ | |||||||||||||
| Net Fee Due | $ | |||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also include such additional indeterminate number of shares of common stock of Schlumberger Limited (Schlumberger N.V.) (“SLB”) that may become issuable under the SLB Discounted Stock Purchase Plan (as amended and restated, the “Plan”) as a result of stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h)(1) of the Securities Act, based on a 15% discount from the average of the high and low prices for shares of common stock of SLB reported on the New York Stock Exchange on July 21, 2025, which is the discount applicable to purchasers under the Plan. |