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Equinor 2024 Annual Report on Form 20-F 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark one)

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

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

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 1-15200

Equinor ASA

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name Into English)

Norway

(Jurisdiction of Incorporation or Organization)

Forusbeen 50, NO-4035, Stavanger, Norway

(Address of Principal Executive Offices)

Torgrim Reitan

Chief Financial Officer

Equinor ASA

Forusbeen 50, NO-4035

Telephone No.: 011-47-5199-0000

Fax No.: 011-47-5199-0050

(Name, Telephone, E-mail 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
American Depositary SharesEQNRNew York Stock Exchange
Ordinary shares, nominal value of NOK 2.50 eachEQNRNew York Stock Exchange*

*Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the

requirements of the Securities and Exchange Commission

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

Equinor 2024 Annual Report on Form 20-F 2

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.

Ordinary shares of NOK 2.50 each 2,944,733,144

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

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 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 and post 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. (Check one):

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.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

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. 762(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 International Accounting 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

Equinor 2024 Annual Report on Form 20-F 3

TABLE OF CONTENTS

INTRODUCTION5
USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES6
FORWARD-LOOKING STATEMENTS7
Part I9
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9
A.Directors and Senior Management9
B.Advisers9
C.Auditors9
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE9
A.Offer Statistics9
B.Method and Expected Timetable9
ITEM 3. KEY INFORMATION9
A.[Reserved]9
B.Capitalization and Indebtedness9
C.Reason for the Offer and Use of Proceeds9
D.Risk Factors9
ITEM 4. INFORMATION ON THE COMPANY9
A.History and Development of the Company9
B.Business Overview10
C.Organizational Structure24
D.Property, Plant and Equipment24
ITEM 4A. UNRESOLVED STAFF COMMENTS28
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS28
A.Operating Results28
B.Liquidity and Capital Resources34
C.Research and Development, Patents and Licences, etc.48
D.Trend Information48
E.Critical Accounting Estimates48
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES49
A.Directors and Senior Management49
B.Compensation56
C.Board Practices56
D.Employees56
E.Share Ownership57
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation57
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS57
A.Major Shareholders57
B.Related Party Transactions57
C.Interests of Experts and Counsel58
ITEM 8. FINANCIAL INFORMATION58
A.Consolidated Statements and Other Financial Information58
B.Significant Changes58
ITEM 9. THE OFFER AND LISTING58
A.Offer and Listing Details58
B.Plan of Distribution58
C.Markets58
D.Selling Shareholders58
E.Dilution58
F.Expenses of the Issue59
ITEM 10. ADDITIONAL INFORMATION59

Equinor 2024 Annual Report on Form 20-F 4

A.Share Capital59
B.Memorandum and Articles of Association59
C.Material Contracts60
D.Exchange Controls60
E.Taxation60
F.Dividends and Paying Agents65
G.Statement by Experts65
H.Documents on Display65
I.Subsidiary Information65
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK65
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES65
A.Debt Securities65
B.Warrants and Rights65
C.Other Securities65
D.American Depositary Shares65
Part II67
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES67
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS67
ITEM 15. CONTROLS AND PROCEDURES67
ITEM 16. [RESERVED]68
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT68
ITEM 16B. CODE OF ETHICS68
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES68
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES68
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS68
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT68
ITEM 16G. CORPORATE GOVERNANCE68
ITEM 16H. MINE SAFETY DISCLOSURE70
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS70
ITEM 16J. INSIDER TRADING POLICIES70
ITEM 16K. CYBERSECURITY DISCLOSURE70
Part III72
ITEM 17. FINANCIAL STATEMENTS72
ITEM 18. FINANCIAL STATEMENTS72
ITEM 19. EXHIBITS73

CONSOLIDATED FINANCIAL STATEMENTS 79

Equinor 2024 Annual Report on Form 20-F 5

INTRODUCTION

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.