On July 24, 2026, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) issued General License No. 131H (OFAC GL 131H), replacing General License No. 131G and extending the authorization for negotiations and contingent contracts for the sale of Lukoil International GmbH (LIG) until August 22, 2026. LIG is the Austrian holding company through which PJSC Lukoil manages its foreign asset portfolio.

This is the eighth renewal in the Series 131 sequence since OFAC first opened the negotiation window in November 2025. As with each prior renewal, the substantive scope of the authorization is unchanged; only the expiration date has moved. The original GL 131 was issued before the agreement with Carlyle Group was announced, and the series as a whole applies to negotiations with any potential buyer. As of July 24, 2026, there had been no public announcement that the Carlyle transaction had closed.

What Is OFAC GL 131H, and Why It Was Issued

On October 22, 2025, OFAC designated PJSC Lukoil to the Specially Designated Nationals and Blocked Persons List (SDN List) pursuant to Executive Order 14024 for operating in Russia’s energy sector. As a result, LIG and other entities owned, directly or indirectly, 50 percent or more by Lukoil also automatically became blocked under OFAC’s 50 Percent Rule, even if they were not separately listed on the SDN List.

The blocking meant that property and interests in property of Lukoil, LIG, and other blocked entities in the group that were in the United States or in the possession or control of U.S. persons had to be blocked. Unless a transaction was exempt or authorized by an applicable OFAC general or specific license, U.S. persons were prohibited from engaging in it. That created an immediate practical problem. Lukoil operates an extensive network of foreign assets, including retail fuel stations, refining facilities, and trading entities across Europe and beyond, that serve ordinary consumers.

OFAC’s response was a two-track framework. The Series 128 general licenses (currently GL 128C) authorize the purchase of goods and services from LIG’s physical retail fuel stations outside Russia, as well as transactions ordinarily incident and necessary to their maintenance, operation, or wind-down, through October 29, 2026. The Series 131 general licenses, of which GL 131H is the latest, cover negotiations and contingent contracts for the sale of LIG or any entity in which LIG holds a 50 percent or greater interest, as well as the maintenance and wind-down of all such entities. The actual closing of any transaction requires separate OFAC authorization.

The Series 131 Timeline: From the First License to GL 131H

Series 131 was initially structured as a short-horizon instrument, and its pace has been anything but linear.

What Changed in GL 131H Compared to GL 131G

GL 131H makes no substantive change to the scope of the authorization: the authorized activities, conditions, and exclusions remain the same. The main change is the new expiration date; the license number, supersession provision, and official’s signature were also updated as technical matters.

At the same time that it issued GL 131H on July 24, 2026, OFAC updated FAQ 1224 and FAQ 1225. Both FAQs now expressly refer to GL 131H and its new expiration date of August 22, 2026.

What OFAC GL 131H Authorizes: The Two Core Categories

OFAC GL 131H covers two distinct categories of authorized activity, carried forward unchanged from GL 131G.

Negotiations and contingent contracts for the sale of LIG. Parties may negotiate with Lukoil and its affiliates regarding the terms of a sale, disposition, or transfer of LIG or any entity in which LIG holds, directly or indirectly, individually or in the aggregate, a 50 percent or greater interest. Contingent contracts include executory contracts, executory pro forma invoices, agreements in principle, offers capable of acceptance, including bids or proposals submitted in response to public tenders, binding memoranda of understanding, and similar agreements. Performance of any such agreement must be expressly conditioned on receipt of separate OFAC authorization.

Maintenance and wind-down of LIG operations. Transactions ordinarily incident and necessary to the ongoing operations or wind-down of LIG entities remain authorized, including fuel and lubricant supply, lease and insurance payments, property maintenance and environmental services, employee compensation and benefits, information technology services, and payments to government authorities, suppliers, landlords, creditors, and counterparties. Financial institutions and payment processors may debit and credit LIG entity accounts to facilitate these transactions. One condition applies across both categories without exception: no payment may be transferred to any person or account located in Russia.

What OFAC GL 131H Does Not Authorize

OFAC GL 131H does not authorize the actual consummation of a transaction, including the sale, disposition, or transfer of LIG, any LIG entity, or their assets. Any agreement entered into under the license must expressly condition its performance on receipt of separate OFAC authorization.

The license also does not authorize the unblocking of property blocked under any part of 31 C.F.R. Chapter V, except for the use, debit, or credit of blocked accounts of LIG entities to the extent authorized by paragraph (c) of the license; transactions otherwise prohibited by the Russian Harmful Foreign Activities Sanctions Regulations involving blocked persons other than the persons described in paragraph (a) of the license, unless separately authorized; or the transfer of funds to any person or account located in the Russian Federation.

The Carlyle Deal and OFAC’s Conditions for a Closing License

OFAC GL 131H was not issued exclusively for the Carlyle transaction and applies to negotiations with any potential buyer. On January 29, 2026, Lukoil announced that it had signed an agreement with U.S. investment firm Carlyle Group for the sale of Lukoil International GmbH; assets in Kazakhstan are outside the scope of the transaction. The proposed transaction price was not disclosed. Media reports valued LIG’s foreign assets or equity at approximately $22 billion, but that estimate was not the agreed price of the Carlyle transaction and may have included the Kazakhstan assets. Based on the published description, the agreement appears to fall within the category of contingent arrangements contemplated by the Series 131 licenses because closing depends on receipt of separate OFAC authorization. GL 131H itself does not provide that closing authorization.

As of July 24, 2026, there had been no public announcement that the transaction had closed. Several known circumstances may explain the length of the process. The Carlyle agreement is non-exclusive, and Lukoil continues to negotiate with other potential buyers. In addition, the transaction is subject to due diligence and the receipt of necessary regulatory approvals, including separate OFAC authorization. FAQ 1224 identifies minimum requirements for a proposed transaction, as well as an expected condition of any future license authorizing it:

• the transaction must fully sever LIG from Lukoil;
• any proceeds owed to Lukoil must be blocked in a U.S.-jurisdiction account pending sanctions relief;
• the deal must not confer an undue benefit on Lukoil, including through upfront payments or asset and equity swaps;
• purchasers of LIG assets will be required to seek OFAC authorization before any subsequent disposition of material LIG assets.

Structuring a transaction that satisfies these requirements and the expected condition of a future license, while the field of potential counterparties remains open, may require significant time.

FAQ 1225 distinguishes GL 128C from GL 131H. GL 128C is a narrow instrument covering LIG’s physical retail fuel stations outside Russia. GL 131H is broader: it authorizes maintenance and wind-down of all LIG entities, plus negotiations and contingent contracts for the disposition of LIG or any entity in which it holds a 50 percent or greater interest. FAQ 1225 also confirms that non-U.S. persons generally do not face sanctions exposure under E.O. 14024 for transactions with blocked persons broadly authorized for U.S. persons, provided all conditions of the applicable general license are satisfied.

What Comes After OFAC GL 131H: Three Scenarios

The issuance of GL 131H signals continuation, not resolution. Three paths remain plausible.

Scenario 1: A closing license application. If Carlyle, or another buyer, and Lukoil agree on terms that satisfy the requirements in FAQ 1224, the interested parties could seek separate OFAC authorization to close. OFAC would evaluate the structure under the factors in FAQ 1224.

Scenario 2: Another renewal. If negotiations continue but are not completed, OFAC may issue GL 131I. The history of the series shows that OFAC has repeatedly extended the authorization during negotiations. Another extension is not guaranteed and will depend on OFAC’s position and the negotiation process.

Scenario 3: Revocation. In FAQ 1224, OFAC expressly states that it may revoke GL 131H at any time, including if it concludes that Lukoil and LIG are not engaging in good-faith negotiations for the disposition of LIG or its assets.

For parties with exposure to or an interest in LIG assets, GL 131H preserves legal space for negotiations and authorized maintenance or wind-down. Given OFAC’s substantive conditions for any closing license, we recommend consulting a U.S. sanctions attorney well before the window closes.