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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM20-F **

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

**For the fiscal year endedDecember 31,2025 **

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​For the transition period from to

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​Date of event requiring this shell company report

Commission file number:1-10888

TotalEnergies SE** **

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s name into English)

**Republic ofFrance **

(Jurisdiction of Incorporation or Organization)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

(Address of Principal Executive Offices)

Jean-Pierre Sbraire

Chief Financial Officer

TotalEnergies SE

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Tel:+33 (0)1 47 44 45 46

Fax: +33 (0)1 47 44 49 44

(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each classTrading symbol(s)Name of each exchange on which registered
SharesTTENew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

2,206,585,543 Shares, par value €2.50 each, as of December 31, 2025

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑Accelerated filer ☐Non-accelerated filer ☐
​​​​Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐​International Financial Reporting Standards as issued by the InternationalAccounting Standards Board ☑​Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☑

TABLE OF CONTENTS

​​​
BASIS OF PRESENTATIONi
STATEMENTS REGARDING COMPETITIVE POSITIONi
ADDITIONAL INFORMATIONi
CERTAIN TERMS, ABBREVIATIONS AND CONVERSION TABLEi
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSi
​​
ADDITIONAL IMPORTANT NOTES AND DISCLAIMERSii
​​​
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3
ITEM 3.KEY INFORMATION3
ITEM 4.INFORMATION ON THE COMPANY3
ITEM 4A.UNRESOLVED STAFF COMMENTS3
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS4
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES25
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS25
ITEM 8.FINANCIAL INFORMATION25
ITEM 9.THE OFFER AND LISTING25
ITEM 10.ADDITIONAL INFORMATION26
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK30
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES30
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES30
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS30
ITEM 15.CONTROLS AND PROCEDURES30
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT31
ITEM 16B.CODE OF ETHICS31
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES31
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES31
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS32
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT32
ITEM 16G.CORPORATE GOVERNANCE32
ITEM 16H.MINE SAFETY DISCLOSURE35
​​​
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS35
​​​
ITEM 16J.INSIDER TRADING POLICIES35
​​​
ITEM 16K.CYBERSECURITY35
ITEM 17.FINANCIAL STATEMENTS36
ITEM 18.FINANCIAL STATEMENTS36
ITEM 19.EXHIBITS37
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