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:

 

Exhibit No.		Description
4.4		Rules of the BP p.l.c. Restricted Share Plan II.
4.5		Rules of the BP p.l.c. Trading Deferred Annual Bonus Plan 2025.
24.1		Powers of Attorney of Certain Directors and Officers of BP p.l.c.

 

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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.

 

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

 

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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