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Equinor 2025 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, 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 1-15200

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 2025 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 2,500,271,030

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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.

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)

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 2025 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 Structure23
D.Property, Plant and Equipment23
ITEM 4A. UNRESOLVED STAFF COMMENTS26
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS26
A.Operating Results26
B.Liquidity and Capital Resources32
C.Research and Development, Patents and Licences, etc.45
D.Trend Information45
E.Critical Accounting Estimates45
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES46
A.Directors and Senior Management46
B.Compensation53
C.Board Practices53
D.Employees54
E.Share Ownership54
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation55
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS55
A.Major Shareholders55
B.Related Party Transactions55
C.Interests of Experts and Counsel55
ITEM 8. FINANCIAL INFORMATION55
A.Consolidated Statements and Other Financial Information55
B.Significant Changes55
ITEM 9. THE OFFER AND LISTING56
A.Offer and Listing Details56
B.Plan of Distribution56
C.Markets56
D.Selling Shareholders56
E.Dilution56
F.Expenses of the Issue56

Equinor 2025 Annual Report on Form 20-F 4

ITEM 10. ADDITIONAL INFORMATION56
A.Share Capital56
B.Memorandum and Articles of Association56
C.Material Contracts57
D.Exchange Controls57
E.Taxation58
F.Dividends and Paying Agents62
G.Statement by Experts62
H.Documents on Display62
I.Subsidiary Information63
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES63
A.Debt Securities63
B.Warrants and Rights63
C.Other Securities63
D.American Depositary Shares63
Part II65
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES65
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS65
ITEM 15. CONTROLS AND PROCEDURES65
ITEM 16. [RESERVED]66
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT66
ITEM 16B. CODE OF ETHICS66
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES66
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES66
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS66
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT66
ITEM 16G. CORPORATE GOVERNANCE66
ITEM 16H. MINE SAFETY DISCLOSURE68
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS68
ITEM 16J. INSIDER TRADING POLICIES68
ITEM 16K. CYBERSECURITY DISCLOSURE68
Part III70
ITEM 17. FINANCIAL STATEMENTS70
ITEM 18. FINANCIAL STATEMENTS70
ITEM 19. EXHIBITS71

CONSOLIDATED FINANCIAL STATEMENTS 77

Equinor 2025 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.