SLB签署协议以约34亿美元现金收购数据中心热管理公司Kelvion，扩展AI基础设施业务

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 31, 2026
SLB N.V. (SLB LIMITED)
(Exact name of registrant as specified in its charter)
Curaçao
1-4601
52-0684746
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
42 rue Saint-Dominique, Paris, France 75007
5599 San Felipe
,
Houston
,
Texas
,
U.S.A.
77056
(Addresses)
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrant’s telephone number in the United States, including area code:
(713)
513-2000
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
common stock, par value $0.01 per share
SLB
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 13(a) of the Exchange Act.
☐
Item 7.01
Regulation FD Disclosure.
On August 31, 2026, SLB Limited (“SLB”) issued a press release announcing that it has signed an agreement to acquire Kelvion, a global provider of thermal management and heat exchange technologies. Under the terms of the agreement, SLB will acquire Kelvion from Apollo-managed funds – the majority owner – and funds advised by Triton, which holds a minority interest, for approximately $3.4 billion in cash and will assume approximately $0.7 billion of debt.
A copy of the press release is included with this Form
8-K
as Exhibit 99 and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form
8-K,
the information in this Item 7.01 (including Exhibit 99) will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Form
8-K
and the Exhibit 99 attached hereto contain “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “believe,” “predict,” “plan,” “potential,” “projected,” “projections,” “precursor,” “forecast,” “outlook,” “expectations,” “estimate,” “intend,” “anticipate,” “ambition,” “goal,” “target,” “scheduled,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, including statements regarding the benefits of the proposed transaction between SLB and Kelvion; the anticipated timing of such transaction; information regarding the businesses of SLB and Kelvion, including expectations regarding outlook and all underlying assumptions; SLB’s and Kelvion’s objectives, plans and strategies; information relating to operating trends in markets where SLB and Kelvion operate; projections of results of operations or of financial condition for SLB and Kelvion; and all other statements other than statements of historical fact that address activities, events or developments that SLB or Kelvion intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, and which may cause SLB’s or Kelvion’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to: the terms and timing of the proposed transaction between SLB and Kelvion; the ability to operate the SLB and Kelvion respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; the ability of SLB and Kelvion to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; changing global economic and geopolitical conditions; the results of operations and financial condition of customers and suppliers; general economic, geopolitical, and business conditions in key regions of the world; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; challenges in the supply chain; changes in government regulations and regulatory requirements; and other risks and uncertainties detailed in our most recent
Forms 10-K, 10-Q, and 8-K filed
with or furnished to the Securities and Exchange Commission. Statements in this Form
8-K
and the Exhibit 99 attached hereto are made as of August 31, 2026, and SLB disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The exhibit listed below is furnished pursuant to Item 9.01 of this Form
8-K.
99
Press Release dated August 31, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SLB LIMITED
/s/ Samantha Blons
Samantha Blons
Assistant Secretary
Date: August 31, 2026

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EX-99
2
d106278dex99.htm
EX-99
EX-99
Exhibit 99
News Release
SLB to Acquire Kelvion, Expanding its Role Across Data Center
Infrastructure
Scalable, energy-efficient and reliable thermal management technologies will optimize operating performance in increasingly complex data centers
and industrial systems
HOUSTON, August
31, 2026 —
SLB (NYSE: SLB) today announced it has signed an agreement to acquire Kelvion,
a global provider of thermal management and heat exchange technologies. The acquisition strengthens SLB’s Data Center Solutions business with critical thermal management technologies and expands the company’s role in data center
infrastructure, which is one of the world’s fastest-growing industrial and technology markets.
“AI is driving the most significant infrastructure
investment cycle in our lifetime,” said Olivier Le Peuch, chief executive officer of SLB. “This transaction accelerates our ambition to become an industrial technology partner to the data center industry and help customers address the
growing infrastructure complexity required to scale AI. Kelvion advances our path toward more integrated data center infrastructure solutions, expands our addressable market — more than doubling our revenue opportunity per gigawatt of
delivered capacity — and allows us to scale both our offerings and the global reach of the business.”
Founded more than 100 years ago, Kelvion provides
thermal management and heat exchange technologies serving data center, energy and industrial markets. Its portfolio spans a broad range of cooling and heat-transfer applications, positioning the company at the intersection of two powerful long-term
growth trends: AI infrastructure and energy system transformation. In 2026, Kelvion is expected to generate revenue of approximately $2.3 billion to $2.4 billion and adjusted EBITDA of approximately $350 million to $400 million.
Data centers represent Kelvion’s largest and fastest-growing end market, with revenue expected to reach between $1.2 billion and $1.3 billion in 2026. Beyond data centers, Kelvion has established positions in key energy and
industrial markets, including heat pumps, renewables, carbon capture and processing solutions where thermal management plays an increasingly important role in efficiency, reliability and performance.
SLB’s Data Center Solutions business has grown rapidly over the past few years, with revenue expected to increase at a compound annual growth rate (CAGR)
exceeding 90 percent between 2024 and 2026 and delivered capacity expected to surpass 2 gigawatts cumulatively by the end of the year. SLB combines modular manufacturing, offsite construction, engineering, and digital capabilities to deliver
data center infrastructure solutions from design to system integration. This modular approach can reduce onsite construction complexity and accelerate time to operation by up to 40%.
“Data centers are becoming more sophisticated and energy-intensive, and customers are increasingly looking for
partners that can optimize how critical systems work together across the facility and help bring new capacity online faster,” said Gavin Rennick, president of SLB’s New Energy and Industrial business. “Thermal management is central
to that challenge, and this acquisition allows us to address it directly by delivering more integrated cooling solutions, accelerating innovation, optimizing thermal efficiency, and more directly embedding thermal management into our modular
infrastructure offering.”
Under the terms of the agreement, SLB will acquire Kelvion from Apollo-managed funds – the majority owner – and funds
advised by Triton, which holds a minority interest, for approximately $3.4 billion in cash and will assume approximately $0.7 billion of debt, representing a total transaction value of approximately 11 times estimated 2026 EBITDA before
synergies, or approximately 8.5 times EBITDA including expected annual
run-rate
synergies.
SLB expects the transaction to
be accretive to both earnings per share and free cash flow per share in the first 12 months following closing. The company also expects to generate approximately $120 million in annual EBITDA synergies within three years from cost efficiencies
and incremental revenue opportunities. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first half of 2027.
Together, SLB and Kelvion are expected to generate more than $2 billion in data center revenue and approximately $300 million in adjusted EBITDA on a
pro-forma
basis in 2026. Building on that foundation, SLB is targeting revenue of $4.5 billion to $5 billion and adjusted EBITDA of $700 million to $800 million for its combined data center
solutions business in 2028.
Following the transaction, SLB will retain a strong investment-grade balance sheet with net
debt-to-EBITDA
ratio remaining within its previously stated through-cycle target of up to 1.5 times. The company also reaffirms its commitment to return more than $4 billion to shareholders in 2026
through dividends and share repurchases. While formal 2027 targets will be finalized as part of the annual planning process, SLB expects total returns to shareholders to be at least in line with 2026 levels.
Key Points:
•
SLB has agreed to acquire Kelvion, a global provider of thermal management and heat exchange technologies, expanding its
role across data center infrastructure and strengthening its position in the rapidly growing AI infrastructure market.
•
The acquisition adds critical thermal management capabilities that will help customers improve efficiency, reliability and
performance in increasingly complex and energy-intensive data centers.
•
Kelvion advances SLB’s strategy to provide more integrated data center infrastructure solutions by combining cooling
technologies with its existing engineering, modular manufacturing, offsite construction and digital capabilities.
•
Beyond data centers, Kelvion has established positions in key energy and industrial markets, including heat pumps,
renewables, carbon capture and processing solutions where thermal management plays an increasingly important role in efficiency, reliability and performance.
•
For 2026, SLB’s and Kelvion’s data center businesses are expected to generate more than $2 billion in
combined revenue on a pro forma basis, creating a leading platform for long-term growth in AI infrastructure.
•
SLB is targeting revenue of $4.5 billion to $5 billion and adjusted EBITDA of $700 million to
$800 million for its combined data center solutions business in 2028.
Conference Call Information
SLB will hold a conference call to discuss the announcement on Monday, August 31, 2026. The call is scheduled to begin at 10:00 a.m. U.S. Eastern time. To access
the call, which is open to the public, please contact the conference call operator at +1 (800)
715-9871
within North America, or +1 (646)
307-1963
outside of North
America, approximately 10 minutes prior to the call’s scheduled start time, and provide the access code 5637977. The conference call will be webcast simultaneously at https://events.q4inc.com/attendee/772697241 on a listen-only
basis. A replay of the webcast will also be available on the SLB website.
About SLB
SLB (NYSE: SLB) is a global technology company that has driven energy innovation for 100 years. With a global footprint in more than 100 countries and employees
representing almost twice as many nationalities, we work each day on innovating oil and gas, delivering digital at scale, decarbonizing industries, and developing and scaling new energy systems that accelerate the energy transition. Find out more at
slb.com.
About Kelvion
Kelvion is a leading global developer and
manufacturer of thermal solutions. Renowned for its commitment to innovation and sustainability, the company delivers cutting-edge thermal management solutions that empower customers to ensure reliable and efficient operations. Kelvion’s
extensive portfolio serves a wide range of applications, including data centers and diversified industrials. The company’s global sales, service and production network ensures that Kelvion is always available to support customers all around
the world.
Media
Investors
Josh Byerly – SVP of Global Communications
Moira Duff –
Director of External Communications
SLB
Tel: +1 (713)
375-3407
media@slb.com
James R. McDonald – SVP of Investor Relations & Industry Affairs
Joy V. Domingo – Director of Investor Relations
SLB
Tel:+1 (713)
375-3535
investor-relations@slb.com
Forward-Looking Statements
This press release, as well as other statements we make, contain “forward-looking statements” within the meaning of the federal securities laws, which
include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “believe,” “predict,” “plan,” “potential,”
“projected,” “projections,” “precursor,” “forecast,” “outlook,” “expectations,” “estimate,” “intend,” “anticipate,” “ambition,”
“goal,” “target,” “scheduled,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words.
Forward-looking statements address matters that are, to varying degrees, uncertain, including statements regarding the benefits of the proposed transaction between SLB and Kelvion; the anticipated timing of such transaction; information regarding
the businesses of SLB and Kelvion, including expectations regarding outlook and all underlying assumptions; SLB’s and Kelvion’s objectives, plans and strategies; information relating to operating trends in markets where SLB and Kelvion
operate; projections of results of operations or of financial condition for SLB and Kelvion; and all other statements other than statements of historical fact that address activities, events or developments that SLB or Kelvion intends, expects,
projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known
and unknown risks and uncertainties, and which may cause SLB’s or Kelvion’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact
future results and performance include, but are not limited to: the terms and timing of the proposed transaction between SLB and Kelvion; the ability to operate the SLB and Kelvion respective businesses, including business disruptions; difficulties
in retaining and hiring key personnel and employees; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the
proposed transaction; the ability of SLB and Kelvion to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; the ability to secure government regulatory approvals on the terms
expected, at all or in a timely manner; changing global economic and geopolitical conditions; the results of operations and financial condition of customers and suppliers; general economic, geopolitical, and business conditions in key regions of the
world; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; challenges in the supply
chain; changes in government regulations and regulatory requirements; and other risks and uncertainties detailed in our most recent
Forms 10-K, 10-Q, and 8-K filed
with or furnished to the Securities and Exchange Commission. Statements
in this press release are made as of August 31, 2026, and SLB disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise.