Shareholders' equity and share-based payments (Tables)
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12 Months Ended |
Dec. 31, 2025 |
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| Shareholders' equity and share-based payments |
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| Summary of share cancellation |
| | | | | | | | | | | | | | Percentage | | | | | | | | of the share | | | | Board of Directors’ | | Number of shares bought back and cancelled | | capital | | Fiscal year | | decision date | | for the purpose of the shareholder policy | | cancelled(a) | | 2025 | | September 24, 2025 (b) | | 74,620,711 shares bought back between November 20, 2024 and June 26, 2025 | | 3.27 | % | 2025 | | February 4, 2025 (c) | | 127,622,460 shares bought back between October 27, 2023 and November 19, 2024 | | 5.32 | % | 2024 | | February 6, 2024(d) | | 25,405,361 shares bought back between August 25 and October 26, 2023 | | 1.05 | % | 2023 | | September 21, 2023(e) | | 86,012,344 shares bought back between January 2 and August 24, 2023 | | 3.44 | % | 2023 | | February 7, 2023 | | 128,869,261 shares bought back between February 11 and December 15, 2022 | | 4.92 | % |
(a) | Percentage of the share capital that the cancelled shares represented on the operations’ date. |
(b) | With effect as at September 26, 2025. |
(c) | With effect as at February 10, 2025. |
(d) | With effect as at February 12, 2024. |
(e) | With effect as at September 25, 2023. |
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| Schedule of variation of the number of shares composing the shares capital |
| | | | | AS OF DECEMBER 31, 2022 (a) | | | | 2,619,131,285 | | | Capital reduction by cancellation of treasury shares | | (214,881,605) | | | 2023 Capital increase reserved for employees | | 8,002,155 | AS OF DECEMBER 31, 2023 (b) | | | | 2,412,251,835 | | | Capital reduction by cancellation of treasury shares | | (25,405,361) | | | 2024 Capital increase reserved for employees | | 10,833,187 | AS OF DECEMBER 31, 2024 (c) | | | | 2,397,679,661 | | | Capital reduction by cancellation of treasury shares | | (202,243,171) | | | 2025 Capital increase reserved for employees | | 11,149,053 | AS OF DECEMBER 31, 2025 (d) | | | | 2,206,585,543 |
(a) | Including 137,187,667 treasury shares deducted from consolidated shareholders’ equity. |
(b) | Including 60,543,213 treasury shares deducted from consolidated shareholders’ equity. |
(c) | Including 149,529,818 treasury shares deducted from consolidated shareholders’ equity. |
(d) | Including 63,702,529 treasury shares deducted from consolidated shareholders’ equity. |
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| Schedule of ESOP completed by the company |
| | | | | | | Fiscal year | | 2025 | | 2024 | | 2023 | Date of the ESOP | | June 10, 2025 | | June 6, 2024 | | June 7, 2023 | By virtue of | | 22nd resolution of the ESM of May 24, 2024 | | 16th resolution of the ESM of May 26, 2023 | | 22nd resolution of the ESM of May 25, 2022 | Subscriptions | | | | | | | Number of shares subscribed | | 10,572,824 | | 10,251,337 | | 7,760,062 | Subscription price | | 42.50 euros | | 46.90 euros | | 45.60 euros | Free shares | | | | | | | Number of shares granted | | 576,229 | | 581,850 | | 242,093 |
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| Schedule of treasury shares held by TotalEnergies SE |
| | | | | | | | As of December 31, | | 2025 | | 2024 | | 2023 | | Number of treasury shares held by TotalEnergies SE | | 63,702,529 | | 149,529,818 | | 60,543,213 | | Percentage of share capital | | 2.89 | % | 6.24 | % | 2.51 | % |
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| Schedule of weighted-average shares and diluted shares used to calculate earnings per share and fully-diluted earnings per share |
| | | | | | | | | 2025 | | 2024 | | 2023 | Number of shares as of January 1, | | 2,397,679,661 | | 2,412,251,835 | | 2,619,131,285 | TotalEnergies shares held by TotalEnergies SE or by its subsidiaries and deducted from shareholders' equity | | (149,529,818) | | (60,543,213) | | (137,187,667) | Evolution of the number of shares during the financial year pro-rated | | | | | | | Final grant of TotalEnergies performance shares | | 5,179,418 | | 4,041,839 | | 5,378,956 | Capital increase reserved for employees (a) | | 6,504,238 | | 6,322,466 | | 4,671,946 | Capital increase as payment of the scrip dividend | | – | | – | | – | Buyback of TotalEnergies treasury shares including: | | (68,432,849) | | (64,051,218) | | (74,633,216) | Shares repurchased during the fiscal year to cancel the dilution caused by the scrip dividend payment and within the framework of the share buyback program | | (65,408,275) | | (56,849,392) | | (72,985,133) | Shares repurchased during the fiscal year to cover for the performance share plans | | (3,024,574) | | (7,201,826) | | (1,648,083) | WEIGHTED-AVERAGE NUMBER OF SHARES | | 2,191,400,651 | | 2,298,021,710 | | 2,417,361,304 | Dilutive effect | | | | | | | Grant of TotalEnergies performance shares | | 21,029,751 | | 14,553,688 | | 14,354,523 | Capital increase reserved for employees(a) | | 1,920,015 | | 1,985,324 | | 2,051,751 | WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES AS OF DECEMBER 31, | | 2,214,350,417 | | 2,314,560,722 | | 2,433,767,578 |
(a) Including the shares granted in consideration to the deferred contribution pursuant to the capital increase reserved for employees.
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| Schedule of dividends |
| | | | | | | | | | | | | 2025 Dividend | | | First interim | | | Second interim | | | Third interim | | | Final | EUR amount (Euronext share) | | | €0.85 | | | €0.85 | | | €0.85 | | | €0.85 | USD amount (NYSE share) | | | – | | | $0.987785 | | | Set on April 16, 2026 | | | Set on July 15, 2026 | Set date | | | April 29, 2025 | | | July 23, 2025 | | | October 29, 2025 | | | February 10, 2026 | Ex-dividend date Euronext and NYSE (starting 2nd interim) | | | October 1, 2025 | | | December 31, 2025 | | | March 31, 2026 | | | June 30, 2026 | Payment date Euronext | | | October 3, 2025 | | | January 5, 2026 | | | April 2, 2026 | | | July 2, 2026 | Payment date NYSE | | | – | | | January 23, 2026 | | | April 23, 2026 | | | July 22, 2026 |
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| Summary of the perpetual deeply subordinated notes |
| | | | | | | | | | | | | | Perpetual deeply subordinated notes issues by TotalEnergies SE | | | | | Outstanding amount in M€ as of: | Date | | Amount issued (M€) | | Coupon (%) | | | First call date | | December 31, 2025 | | December 31, 2024 | | December 31, 2023 | November 19, 2024 | | 1,250 | | 4.120 | % | | February 19, 2030 | | 1,250 | | 1,250 | | – | | | 1,250 | | 4.500 | % | | November 19, 2034 | | 1,250 | | 1,250 | | – | January 17, 2022 | | 750 | | 3.250 | % | | January 17, 2037 | | 750 | | 750 | | 750 | | | 1,000 | | 2.000 | % | | April 17, 2027 | | 1,000 | | 1,000 | | 1,000 | January 25, 2021 | | 1,500 | | 2.125 | % | | January 25, 2033 | | 1,500 | | 1,500 | | 1,500 | | | 1,500 | | 1.625 | % | | January 25, 2028 | | 1,500 | | 1,500 | | 1,500 | September 4, 2020 | | 1,000 | | 2.000 | % | | September 4, 2030 | | 1,000 | | 1,000 | | 1,000 | April 4, 2019 | | 1,500 | | 1.750 | % | | April 4, 2024 | | – | | – | | 1,500 | October 6, 2016 | | 1,500 | | 3.369 | % | | October 6, 2026 | | 1,500 | | 1,500 | | 1,500 | | | 1,000 | | 2.708 | % | | May 5, 2023 | | – | | – | | – | February 26, 2015 | | 2,500 | | 2.625 | % | | February 26, 2025 | | – | | 1,082 | | 2,500 | TOTAL | | | | | | | | | 9,750 | | 10,832 | | 11,250 |
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| Schedule of other comprehensive income |
| | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | (M$) | | 2025 | | 2024 | | 2023 | Actuarial gains and losses | | | | 42 | | | | 20 | | | | (114) | Change in fair value of investments in equity instruments | | | | (193) | | | | 144 | | | | (11) | Tax effect | | | | 51 | | | | 46 | | | | (11) | Currency translation adjustment generated by the parent company | | | | 8,737 | | | | (4,163) | | | | 2,573 | Sub-total items not potentially reclassifiable to profit & loss | | | | 8,637 | | | | (3,953) | | | | 2,437 | Currency translation adjustment | | | | (7,072) | | | | 2,759 | | | | (3,277) | – Unrealized gain/(loss) of the period | | | | (7,084) | | | | 2,879 | | | | (2,524) | – Less gain/(loss) included in net income | | | | (12) | | | | 120 | | | | 753 | Cash flow hedge | | | | (1,060) | | | | 3,119 | | | | 2,898 | – Unrealized gain/(loss) of the period | | | | (1,709) | | | | 188 | | | | 3,155 | – Less gain/(loss) included in net income | | | | (649) | | | | (2,931) | | | | 257 | Variation of foreign currency basis spread | | | | 22 | | | | (32) | | | | (11) | – Unrealized gain/(loss) of the period | | | | 8 | | | | (50) | | | | (37) | – Less gain/(loss) included in net income | | | | (14) | | | | (18) | | | | (26) | Share of other comprehensive income of equity affiliates, net amount | | | | (484) | | | | (246) | | | | (208) | – Unrealized gain/(loss) of the period | | | | (460) | | | | (294) | | | | (194) | – Less gain/(loss) included in net income | | | | 24 | | | | (48) | | | | 14 | Other | | | | 8 | | | | 1 | | | | (2) | Tax effect | | | | 255 | | | | (814) | | | | (730) | Sub-total items potentially reclassifiable to profit & loss | | | | (8,331) | | | | 4,787 | | | | (1,330) | TOTAL OTHER COMPREHENSIVE INCOME, NET AMOUNT | | | | 306 | | | | 834 | | | | 1,107 |
The currency translation adjustment by currency is detailed in the following table: | | | | | | | | | As of December 31, 2025 | | | | | | Pound | | Other | (M$) | | Total | | Euro | | sterling | | currencies | Parent company | | 8,737 | | 8,737 | | – | | – | Affiliates | | (7,072) | | (7,540) | | 240 | | 228 | Equity affiliates | | (363) | | (476) | | (12) | | 125 | TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME | | 1,302 | | 721 | | 228 | | 353 |
| | | | | | | | | As of December 31, 2024 | | | | | | Pound | | Other | (M$) | | Total | | Euro | | sterling | | currencies | Parent company | | (4,163) | | (4,163) | | – | | – | Affiliates | | 2,759 | | 3,238 | | (86) | | (383) | Equity affiliates | | (205) | | 211 | | (1) | | (415) | TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME | | (1,609) | | (714) | | (87) | | (798) |
| | | | | | | | | As of December 31, 2023 | | | | | | Pound | | Other | (M$) | | Total | | Euro | | sterling | | currencies | Parent company | | 2,573 | | 2,573 | | – | | – | Affiliates | | (3,277) | | (3,174) | | 186 | | (289) | Equity affiliates | | (179) | | (107) | | (9) | | (63) | TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME | | (883) | | (708) | | 177 | | (352) |
Tax effects relating to each component of other comprehensive income are as follows: | | | | | | | | | | | | | | | | | | | | | 2025 | | 2024 | | 2023 | For the year ended December 31, | | Pre-tax | | Tax | | Net | | Pre-tax | | Tax | | Net | | Pre-tax | | Tax | | Net | (M$) | | amount | | effect | | amount | | amount | | effect | | amount | | amount | | effect | | amount | Actuarial gains and losses | | 42 | | 29 | | 71 | | 20 | | 76 | | 96 | | (114) | | (10) | | (124) | Change in fair value of investments in equity instruments | | (193) | | 22 | | (171) | | 144 | | (30) | | 114 | | (11) | | (1) | | (12) | Currency translation adjustment generated by the parent company | | 8,737 | | – | | 8,737 | | (4,163) | | – | | (4,163) | | 2,573 | | – | | 2,573 | Sub-total items not potentially reclassifiable to profit & loss | | 8,586 | | 51 | | 8,637 | | (3,999) | | 46 | | (3,953) | | 2,448 | | (11) | | 2,437 | Currency translation adjustment | | (7,072) | | – | | (7,072) | | 2,759 | | – | | 2,759 | | (3,277) | | – | | (3,277) | Cash flow hedge | | (1,060) | | 261 | | (799) | | 3,119 | | (822) | | 2,297 | | 2,898 | | (733) | | 2,165 | Variation of foreign currency basis spread | | 22 | | (6) | | 16 | | (32) | | 8 | | (24) | | (11) | | 3 | | (8) | Share of other comprehensive income of equity affiliates, net amount | | (484) | | – | | (484) | | (246) | | – | | (246) | | (208) | | – | | (208) | Other | | 8 | | – | | 8 | | 1 | | – | | 1 | | (2) | | – | | (2) | Sub-total items potentially reclassifiable to profit & loss | | (8,586) | | 255 | | (8,331) | | 5,601 | | (814) | | 4,787 | | (600) | | (730) | | (1,330) | TOTAL OTHER COMPREHENSIVE INCOME | | – | | 306 | | 306 | | 1,602 | | (768) | | 834 | | 1,848 | | (741) | | 1,107 |
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| Schedule of share-based payment expense |
| | | | | | | As of December 31, | | | | | | | (M$) | | 2025 | | 2024 | | 2023 | TotalEnergies performance shares plans | | 377 | | 287 | | 217 | TotalEnergies world shares plans | | 93 | | 54 | | – | Capital increase reserved for employees | | 115 | | 215 | | 74 | TOTAL | | 585 | | 556 | | 291 |
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| TotalEnergies performance share plans |
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| Shareholders' equity and share-based payments |
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| Summary of performance share plans and restricted stock activities |
| | | | | | | | | | | | | | | | | 2020 | | 2021 | | 2022 | | 2023 (a) | | 2024 | | 2025 | | Total | Date of the Shareholders’ Meeting | | 6/1/2018 | | 6/1/2018 | | 5/28/2021 | | 5/26/2023 | | 5/24/2024 | | 5/24/2024 | | | Award date | | 3/18/2020 | | 5/28/2021 | | 3/16/2022 | | 5/26/2023 | | 5/24/2024 | | 3/19/2025 | | | Date of the final award (end of the vesting period) | | 3/20/2023 | | 5/29/2024 | | 3/17/2025 | | 5/27/2026 | | 5/24/2027 | | 3/20/2028 | | | Transfer authorized as from | | 3/21/2025 | | 5/30/2026 | | 3/17/2025 | | 5/27/2026 | | 5/24/2027 | | 3/20/2028 | | | Grant date IFRS 2 fair value | | 12.40 | € | 27.40 | € | 37.22 | € | 46.24 | € | 55.83 | € | 48.23 | € | | Number of performance shares | | | | | | | | | | | | | | | Outstanding as of January 1, 2023 | | 6,574,961 | | 6,661,580 | | 7,320,181 | | – | | – | | – | | 20,556,722 | Notified | | – | | – | | – | | 7,985,203 | | – | | – | | 7,985,203 | Cancelled | | (128,577) | | (98,291) | | (86,348) | | (42,040) | | – | | – | | (355,256) | Finally granted | | (6,446,384) | | (5,250) | | (5,568) | | (190) | | – | | – | | (6,457,392) | Outstanding as of January 1, 2024 | | – | | 6,558,039 | | 7,228,265 | | 7,942,973 | | – | | – | | 21,729,277 | Notified | | – | | – | | – | | – | | 7,775,722 | | – | | 7,775,722 | Cancelled | | – | | (498,045) | | (77,209) | | (61,731) | | (12,871) | | – | | (649,856) | Finally granted | | – | | (6,059,994) | | (2,811) | | (3,134) | | – | | – | | (6,065,939) | Outstanding as of January 1, 2025 | | – | | – | | 7,148,245 | | 7,878,108 | | 7,762,851 | | – | | 22,789,204 | Notified | | – | | – | | – | | – | | – | | 9,190,018 | | 9,190,018 | Cancelled | | – | | – | | (937,957) | | (127,154) | | (83,775) | | (70,975) | | (1,219,861) | Finally granted | | – | | – | | (6,210,288) | | (2,580) | | (2,831) | | (243) | | (6,215,942) | OUTSTANDING AS OF DECEMBER 31, 2025 | | – | | – | | – | | 7,748,374 | | 7,676,245 | | 9,118,800 | | 24,543,419 |
(a) | includes 37,000 performance shares granted on December 13, 2023 to 4 executives recruited in 2023 in accordance with the decision of the Board of Directors on December 13, 2023 and the Shareholders’ Meeting on May 26, 2023. For these performance shares, the vesting period begins on December 13, 2023 and the final grant date is December 14, 2026, subject to the conditions set (end of the vesting period). The IFRS 2 fair value on the grant date was €51.56. |
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| Capital increase reserved for employees |
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| Shareholders' equity and share-based payments |
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| Schedule of assumptions used for valuation of the cost |
| | | For the year ended December 31, | | 2025 | Date of the Board of Directors meeting that decided the issue | | October 30, 2024 | Reference price (€) (a) | | 53.02 | Subscription price (€) (b) | | 42.50 | Number of shares issued (in millions) (c) | | 11.10 |
(a) | Average of the closing prices of the TotalEnergies shares over the twenty trading sessions preceding April 29, 2025, being the date of the Chairman and CEO’s decision setting the opening date of the subscription period and the subscription price. |
(b) | Reference price, reduced by a 20% discount and rounded off to the highest tenth of a euro. |
(c) | Including the free shares issued. |
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| TotalEnergies worldwide share plan |
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| Shareholders' equity and share-based payments |
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| Summary of performance share plans and restricted stock activities |
| | | | | | | 2024 | | Date of the Shareholders’ Meeting | | | 5/26/2023 | | Award date | | | 5/23/2024 | | Date of the final award (end of the vesting period) | | | 5/24/2029 | | Transfer authorized as from | | | 5/24/2029 | | Grant date IFRS 2 fair value | | | 47.94 | € | Number of performance shares | | | | | Outstanding as of January 1, 2024 | | | – | | Notified | | | 10,666,900 | | Cancelled | | | (337,500) | | Finally granted(a) | | | – | | Outstanding as of January 1, 2025 | | | 10,329,400 | | Notified | | | – | | Cancelled | | | (742,000) | | Finally granted(a) | | | (4,400) | | Outstanding as of December 31, 2025 | | | 9,583,000 | |
(a)Final grant following the death of the beneficiary of the shares.
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