EL7.AI
Mergers & AcquisitionsMedium•6 November 2026•
4 min read

MOL Gets U.S. License to Prepare Transfer of Russian Stake in NIS Without Closing Deal

Key Facts

1The additional OFAC license permits preparatory transactions to transfer the Russian stake to MOL and to seek Russian approvals, but does not authorize completion of the ownership and control transfer.
2Completion of the deal requires a separate OFAC license.
3MOL’s preliminary agreement in January 2026 covers a 56.15% stake in NIS.
4OFAC extended the negotiation license and the NIS operating license until December 11, 2026.

Hungary’s MOL Group has received an additional license from the U.S. Office of Foreign Assets Control (OFAC) to carry out preparatory transactions needed to transfer Russian shareholders’ stake in Serbian oil company NIS to MOL Serbia Investment Kft. The company said, according to Interfax, that the license covers activities related to the transfer, including seeking the necessary approvals from the Russian government. This allows specific steps in the deal process to proceed, but does not transfer control of the company or permit the sale to be completed. MOL said closing the deal requires a separate OFAC approval. The license opens a new procedural path for negotiations, while U.S. approval for the ownership transfer remains a condition for completing the transaction.

The new license separates preparation for the deal from its closing: it covers certain transactions needed to transfer the Russian securities to MOL, as well as procedures related to obtaining Russian approvals, according to the company statement reported by Interfax. But it does not authorize completion of a transaction that would sell Russian property and transfer control of NIS. MOL said, “Any such completion requires a separate license from OFAC.” The current approval therefore does not mean the deal is complete or ownership has changed; it permits certain specified preparatory work. Obtaining the separate license remains a necessary step after a sale and purchase agreement is signed.

The Associated Press reported that MOL and Gazprom Neft reached an initial agreement in January 2026 for MOL to buy a 56.15% stake in NIS, subject to U.S. approval before completion. The agency had quoted MOL as saying the binding preliminary agreement required OFAC approval. Interfax said negotiations between MOL and Gazprom Neft are still underway. It added that completing the deal will require additional regulatory approvals after a sale and purchase agreement is signed, foremost among them OFAC approval. The continuing negotiations mean the parties have not yet reached closing, despite the license covering some of the steps that precede it.

The proposed deal would change the ownership structure of a company dominated by Russian entities. Interfax reported that Gazprom Neft owns 44.85% of NIS, while JSC Intelligence, managed by Gazprom Capital, owns 11.3%, and the Serbian government owns 29.87%. MOL had previously agreed to buy Gazprom Neft’s 56.15% stake, according to the agency. That percentage matches the combined total of the two Russian stakes cited in its report. Serbia and MOL had earlier signed a shareholders’ agreement on the future management of NIS, with the Serbian state allowed to increase its stake by 5 percentage points in the future.

The ownership arrangements matter given NIS’s position in the Serbian energy market. Reuters reported in February 2026 that the company operates Serbia’s only oil refinery, in the city of Pančevo, and supplies 80% of the country’s fuel needs. At the time, NIS was seeking an extension of a U.S. sanctions waiver that allowed it to continue importing crude oil while awaiting completion of the sale to MOL. The supply volume cited by Reuters gives any potential change in the company’s ownership a direct bearing on Serbia’s fuel security. The shareholder structure also highlights the Serbian government’s role in future management arrangements and the possibility of increasing its stake.

The preparatory steps coincide with two deadlines that expire on December 11, 2026. MOL said OFAC extended until that date its separate license for negotiations to buy the Russian stake, while NIS announced an extension of its own license allowing it to continue operating through the same date, according to Interfax. Completion of the deal remains contingent on continued negotiations, the signing of a sale and purchase agreement, and the necessary regulatory approvals, particularly the separate OFAC license. The two deadlines provide a timeframe for negotiations and for NIS to operate under its own license, while the additional license sets a narrower scope for permitted preparatory transactions. Interfax did not report another deadline for closing the deal.