# TotalEnergies SE (TTE) - Recent events, through the second quarter of 2026 and after TotalEnergies is a foreign private issuer and reports in US dollars. Amounts the company states in euros are converted to US dollars at the market rate on the date of the announcement and are marked as converted from euros; per-share dividends are declared in euros. ## Filings that contain financial statements - **Form 6-K filed July 23, 2026, accession 0001104659-26-086078** - second quarter and six months ended June 30, 2026 (unaudited, IFRS, US dollars). Exhibit 99.1 holds the consolidated statements of income and comprehensive income (three months and six months), the consolidated balance sheet at June 30, 2026, the consolidated statements of cash flow (three months and six months), the statement of changes in shareholders' equity for the six months, business segment information, and the non-IFRS reconciliations. Exhibit 99.2 is the recent developments section and Exhibit 99.3 the capitalization and indebtedness table at June 30, 2026. - **Form 6-K filed April 29, 2026, accession 0001104659-26-050851** - first quarter ended March 31, 2026: results exhibit with the same set of statements and segment tables for the quarter, plus a capitalization table at March 31, 2026. - **Form 6-K filed February 11, 2026, accession 0001104659-26-013065** - fourth quarter and full year ended December 31, 2025: results exhibit with statements and segment tables, plus a capitalization table at December 31, 2025. - The annual report on Form 20-F for 2025 (accession 0001104659-26-035876, filed March 27, 2026) carries the audited full-year statements. ## Second quarter 2026 results (6-K filed July 23, 2026, accession 0001104659-26-086078) - Sales were $61.77 billion in the quarter (up 14% on the first quarter and 24% year on year). Net income attributable to shareholders was $5.44 billion versus $2.69 billion a year earlier and $5.81 billion in the first quarter. Adjusted net income was $6.03 billion (up 12% on the first quarter) and adjusted EBITDA $13.18 billion. Fully diluted earnings per share were $2.41. - Adjusted net operating income from the business segments was $6.87 billion: Exploration & Production $3.23 billion, Integrated LNG $0.81 billion, Integrated Power $0.53 billion, Refining & Chemicals $1.80 billion and Marketing & Services $0.50 billion. Brent averaged $103.8 per barrel, against $67.9 a year earlier. - Hydrocarbon production was 2,395 thousand barrels of oil equivalent per day, down 4% year on year. The company attributes an 8-point drag to the conflict in the Middle East (including shut-in LNG production in Qatar), partly offset by new project start-ups and better plant availability. - Cash flow from operating activities was $10.86 billion; cash flow from operations excluding working capital was $9.80 billion. Net investments were $3.45 billion. Gearing was 13.1% at June 30, 2026 (15.5% at March 31, 2026). - Share buybacks: 16.9 million shares for $1.5 billion in the quarter, and 26.3 million shares for $2.25 billion in the first half. - Disposals of $1.39 billion in the quarter, mainly the non-operated interest in the Marjoram gas field in Malaysia, farm-downs of battery storage projects in Germany, and non-core activities in Gas, Renewables & Power and in Marketing & Services. - Outlook: oil above $80 per barrel at the start of the third quarter, with markets reacting to the security situation in the Strait of Hormuz. The company expects an average LNG selling price above $11.5 per million Btu in the third quarter, a Middle East production impact of 5% to 10% of total production, refinery utilization of 80% to 85% (SATORP in Saudi Arabia running at 70% of nominal capacity since early May, due back at the end of the third quarter), and confirms net investments of $15 billion for 2026. ## Dividends, buybacks and capital - **February 11, 2026 (accession 0001104659-26-021800):** the Board proposed a dividend of EUR 3.40 per share for fiscal 2025, up 5.6% (converted from euros: $4.04). Shareholders approved it on May 29, 2026 (accession 0001104659-26-086078, Exhibit 99.2). - **April 29, 2026 (accession 0001104659-26-054533):** first interim dividend for fiscal 2026 of EUR 0.90 per share (converted from euros: $1.05), up 5.9%, payable October 2, 2026 in Paris and October 21, 2026 for the NYSE. - **July 23, 2026 (accession 0001104659-26-089374):** second interim dividend of EUR 0.90 per share (converted from euros: $1.03), up 5.9% on the 2025 payments; ex-dividend December 31, 2026, paid January 5, 2027 (January 22, 2027 for NYSE holders). - **June 26, 2026 (accession 0001104659-26-086078, Exhibit 99.2):** employee capital increase completed at EUR 62.00 per share; 5,548,563 new shares were issued for about EUR 310.5 million (converted from euros: $354.06 million). - **April 29, 2026:** about 95.4 million new shares (about 4.2% of share capital) were issued to EPH as consideration in the EPH transaction below. - **September 28, 2026 (accession 0001104659-26-112504):** at its strategy presentation the company set a dividend policy of increases of more than 5% a year for fiscal 2026 to 2030, confirmed a shareholder return of at least 40% of cash flow, expects gearing below 10% by the end of 2026, and authorized buybacks of $2.5 billion for the fourth quarter of 2026 and $2 billion to $2.5 billion for the first quarter of 2027. It targets 4% annual energy production growth to 2030, about $10 billion of free cash flow growth from 2025 to 2030, and net investments of $14 billion to $17 billion a year over 2027-2032. - **September 18, 2026 (accession 0001104659-26-112504):** agreement with Global Infrastructure Partners, a part of BlackRock, on TotalEnergies' interests in some African oil and gas infrastructure assets: GIP contributes $1.8 billion of capital in exchange for a throughput-based tariff paid by TotalEnergies for up to 15 years. ## Acquisitions, disposals and portfolio (signed versus closed as the filings state) **Closed** - **March 30, 2026 (accession 0001104659-26-038150; described in 0001104659-26-050851):** completed the merger of its UK North Sea upstream business with NEO NEXT; the combined group is NEO NEXT+, in which TotalEnergies holds 47.5%. - **April 29, 2026 (accession 0001104659-26-050750):** completed the acquisition, agreed on November 16, 2025, of 50% of EPH's flexible power generation platform in Western Europe, creating TTEP (14 GW installed or in construction, Italy, UK, Ireland, Netherlands, France), effective April 29, 2026. The company expects more than $500 million of available cash flow from Integrated Power in 2026 as a result (accession 0001104659-26-050851). - **July 9, 2026 (accession 0001104659-26-089374):** completed the sale of all its distributed solar assets (about 170 MW) across seven European countries to Amarenco and AMPYR Distributed Energy. - **August 27, 2026 (accession 0001104659-26-104017):** completed the transfer of its 10% interest in Arctic LNG 2 to NordLine, a Novatek subsidiary, and is no longer a shareholder. It retains the right to be reimbursed for its share of shareholder loans, about $1.3 billion, which may be implemented in the future subject to applicable sanctions. - **September 3 and 11, 2026 (accession 0001104659-26-112504, Exhibits 99.3 and 99.7):** completed its entry as operator into the PEL83 license in Namibia (Mopane discovery), on the terms of the December 9, 2025 agreement (accession 0001104659-26-013065, Exhibit 99.2): TotalEnergies acquired a 40% operated interest in PEL83 from Galp in exchange for 10% of PEL56 and 9.39% of PEL91, plus a carry of 50% of Galp's exploration, appraisal and first-development capex, repaid from 50% of Galp's project cash flows. On September 11, 2026 it became sole owner of the Grandpuits advanced plastics recycling plant. **Announced divestment recorded in second-quarter results** - **July 2, 2026 (accession 0001104659-26-089374, Exhibit 99.1):** announced the divestment to INPEX of its 85% interest in Block 2E offshore Malaysia (net 8.5% of the Marjoram gas field) for $350 million. The second quarter results (accession 0001104659-26-086078, Exhibit 99.1, section C.3) count the disposal of the non-operated interest in the Marjoram gas field as the main part of the quarter's $1,388 million of divestments. **Signed, not yet closed** - **April 2, 2026 (accession 0001104659-26-054533):** binding agreement with Masdar for a $2.2 billion 50/50 joint venture merging their onshore renewable activities in nine Asian countries (3 GW operating, 6 GW in advanced development); closing is subject to regulatory approvals and conditions. - **August 3, 2026 (accession 0001104659-26-104017):** agreement to acquire Shell's onshore renewables business in Europe (4 GW: 500 MW operating or under construction, mainly Italy and the Netherlands, and a 3.5 GW pipeline), completion expected by the end of 2026 subject to authorities' approval; and agreement to sell KKR 50% of a 1.2 GW portfolio in Germany, Spain, France and Poland at an enterprise value of EUR 1.8 billion (converted from euros: $2.07 billion), completion expected in 2026. - **January 14, 2026 (accession 0001104659-26-008840):** signed a sale and purchase agreement with Vaaris to sell its 10% non-operated interest in the Renaissance JV (formerly SPDC) licenses in Nigeria; at June 30, 2026 the Renaissance JV assets ($1,471 million) and liabilities ($1,109 million) were still classified as held for sale (accession 0001104659-26-086078, Exhibit 99.1, changes in scope note), so the sale had not closed by the period end. - **March 23, 2026 (accession 0001104659-26-038150):** agreements with the US Department of the Interior to end its US offshore wind projects; TotalEnergies expects to recover the lease fees paid and to invest an equal amount in US gas and power production and exports (as described in 0001104659-26-050851). ## Projects and operations - Final investment decisions: Kazakhstan wind and battery storage project (April 24, 2026, accession 0001104659-26-054533, Exhibit 99.7); Umm Shaif Gas Cap, Abu Dhabi, 20% interest (July 21, 2026, accession 0001104659-26-086078, Exhibit 99.2); Cronos gas field, Cyprus, 50% with Eni as operator, start-up expected 2028 (July 28, 2026, accession 0001104659-26-089374); Ima gas development, Nigeria, 40% operator, start-up expected 2028 (September 23, 2026); Absheron full field, Azerbaijan, 35% operator, start-up expected 2029 (September 26, 2026) (the Ima and Absheron decisions are in accession 0001104659-26-112504). - June 24, 2026 (accession 0001104659-26-079516, Exhibit 99.6): signed entry into the Bab Gas Cap Concession in Abu Dhabi with a 10% interest. - Start-ups: Lapa South-West, Brazil (March 11, 2026, accession 0001104659-26-038150, Exhibit 99.5); Quiluma offshore gas field, Angola (March 17, 2026, accession 0001104659-26-038150, Exhibit 99.8); first cargo from ECA LNG Phase 1, Mexico, 16.6% stake, on July 9, 2026 (accession 0001104659-26-089374, Exhibit 99.3). Mozambique LNG announced the full restart of its activities on January 29, 2026 (accession 0001104659-26-008840). - Libya: extension of the Waha concessions to 2050 (January 26, 2026, accession 0001104659-26-008840, Exhibit 99.5) and restart of the Mabruk field (March 12, 2026, accession 0001104659-26-038150, Exhibit 99.6). - Letter of intent with Glenfarne to offtake 2 Mtpa of LNG for 20 years from the Alaska LNG project, subject to that project's final investment decision (February 26, 2026, accession 0001104659-26-021800). - Middle East conflict: the first quarter release (accession 0001104659-26-050851) reported that at the end of April production shut in Qatar, Iraq and offshore United Arab Emirates represented about 15% of total production; the second quarter release puts the impact on second quarter production at 8 points. ## Legal, governance and management - **July 27, 2026 (accession 0001104659-26-089374):** the company decided to appeal the June 25, 2026 judgment of the Paris Judicial Court in the duty of vigilance climate case, arguing that climate change as a global phenomenon falls outside the scope of that law. - **May 29, 2026 (accession 0001104659-26-068454, Exhibit 99.11):** shareholders adopted all resolutions backed by the Board, including renewal of three directors, the appointment of Slavomir Krupa as a director, and amended age limits for the Chairman and Chief Executive Officer roles. - **September 1, 2026 (accession 0001104659-26-112504):** Emmanuelle Guegan appointed President Marketing & Services and member of the Executive Committee. - **September 25, 2026 (accession 0001104659-26-112504):** following its strategic seminar, the Board unanimously decided to keep the combined Chairman and Chief Executive Officer role, to propose renewal of Patrick Pouyanne's mandate and of Lead Independent Director Jacques Aschenbroich's at the May 2027 shareholders' meeting.