As filed with the Securities and Exchange Commission on May 27, 2025
Registration No. 333-270440
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-270440
UNDER
THE SECURITIES ACT OF 1933
BP p.l.c.
(Exact name of registrant as specified in its charter)
| England and Wales |
None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1 St. James’s Square
London SW1Y 4PD, England
(Address of principal executive offices)
BP p.l.c. Restricted Share Plan II
BP p.l.c. Trading Deferred Annual Bonus Plan 2025
(Full title of plan)
Julie Merten
Associate General Counsel, Legal, People & Culture
BP America Inc.
501 Westlake Park Boulevard
Houston, Texas 77079
Tel. No.: (281) 366-2651
(Name, Address and Telephone Number of Agent for Service)
With a copy to:
Mike Sosso
Executive Vice President, Legal
BP p.l.c.
1 St. James’s Square
London SW1Y 4PD, England
Tel. No.: +44 (20) 7496 4452
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. (Check one):
| 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
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8 (File No. 333-270440) (the “Registration Statement”) is being filed solely for the purpose of reflecting the adoption of new rules for the BP p.l.c. Restricted Share Plan II, which are filed herewith as Exhibit 4.4 and replace Exhibit 4.4 of the Registration Statement, and for the BP p.l.c. Trading Deferred Annual Bonus Plan 2025 (formerly, the BP p.l.c. IST Deferred Annual Bonus Plan 2015), which are filed herewith as Exhibit 4.5 and replace Exhibit 4.5 of the Registration Statement. No additional securities are being registered hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on May 27, 2025.
| BP p.l.c. | ||
| (Registrant) | ||
| By: | /s/ Ben J.S. Mathews | |
| Name: Ben J.S. Mathews | ||
| Title: Company Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No.1 to the Registration Statement has been signed by the following persons in the capacities indicated below on May 27, 2025.
| Signature |
Title | |
| * Helge Lund |
Non-Executive Director (Chairman) | |
| * Murray Auchincloss |
Executive Director Group Chief Executive (Principal Executive Officer) | |
| * Kate Thomson |
Executive Director (Chief Financial Officer) | |
| * Karen Richardson |
Non-Executive Director | |
| * Johannes Teyssen |
Non-Executive Director | |
| * Pamela Daley |
Non-Executive Director | |
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| * Amanda Blanc |
Non-Executive Director | |
| * Melody Meyer |
Non-Executive Director | |
| * Tushar Morzaria |
Non-Executive Director | |
| * Satish Pai |
Non-Executive Director | |
| * Hina Nagarajan |
Non-Executive Director | |
|
Ian Tyler |
Non-Executive Director | |
| *By: | /s/ Ben J.S. Mathews | |
| Name: Ben J.S. Mathews | ||
| Title: Attorney-in-Fact | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity and on the date indicated.
Authorized Representative in the United States:
| BP America Inc. | ||
| By: | /s/ Julie Merten | |
| Name: | Julie Merten | |
| Title: | Associate General Counsel, Legal, People & Culture | |
| May 27, 2025 | ||
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