MUR 8-K
Murphy Oil Corp (MUR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM
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CURRENT REPORT
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| Item 2.04. |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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The information under the caption “Senior Notes Redemptions” within Item 8.01 of this Current Report is incorporated herein by reference.
| Item 8.01. | Other Events |
Senior Notes Offering
On January 8, 2026, Murphy Oil Corporation (the “Company”) announced the public offering (the “Offering”) of $500.0 million aggregate principal amount of senior notes due 2034 (the “Notes”) pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”). The Offering is subject to market and other conditions.
Senior Notes Redemptions
The Company intends to use the net proceeds from the Offering of the Notes (i) to fund the redemption in full of its 5.875% notes due 2027 (the “2027 Notes”) and its 6.375% notes due 2028 (the “2028 Notes”), together with the payment of related premiums, fees and expenses in connection with the foregoing (the “Redemptions”), (ii) to repay outstanding borrowings under its revolving credit facility, (iii) to cover transaction related fees and expenses and (iv) for general corporate purposes. The Company intends to issue a conditional notice of full redemption in connection with the pricing of the Offering for the 2027 Notes and 2028 Notes. The redemption price of the 2027 Notes and 2028 Notes will be determined in accordance with the indentures governing the 2027 Notes and 2028 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The Redemptions are conditioned upon, among other things, the successful completion (in the sole determination of the Company) of the Offering. No assurances can be given that the Company will complete the Redemptions. A copy of the press release relating to the Offering is attached as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or purchase or the solicitation of an offer to sell or purchase the securities described herein. In addition, this Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2027 Notes or 2028 Notes.
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This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as “aim”, “anticipate”, “believe”, “drive”, “estimate”, “expect”, “expressed confidence”, “forecast”, “future”, “goal”, “guidance”, “intend”, “may”, “objective”, “outlook”, “plan”, “position”, “potential”, “project”, “seek”, “should”, “strategy”, “target”, “will” or variations of such words and other similar expressions. These statements, which express management’s current views concerning future events, results and plans, are subject to inherent risks, uncertainties and assumptions (many of which are beyond our control) and are not guarantees of performance. In particular, statements, express or implied, concerning the Company’s future operating results or activities and returns or the Company's ability and decisions to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control operating costs and expenditures, generate cash flows, pay down or refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, safety matters or other ESG (environmental/social/governance) matters, make capital expenditures or pay and/or increase dividends or make share repurchases and other capital allocation decisions are forward-looking statements. Factors that could cause one or more of these future events, results or plans not to occur as implied by any forward-looking statement, which consequently could cause actual results or activities to differ materially from the expectations expressed or implied by such forward-looking statements, include, but are not limited to: macro conditions in the oil and natural gas industry, including supply/demand levels, actions taken by major oil exporters and the resulting impacts on
commodity prices; geopolitical concerns; increased volatility or deterioration in the success rate of our exploration programs or in our ability to maintain production rates and replace reserves; reduced customer demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political and regulatory instability in the markets where we do business; the impact on our operations or market of health pandemics such as COVID-19 and related government responses; other natural hazards impacting our operations or markets; any other deterioration in our business, markets or prospects; any failure to obtain necessary regulatory approvals; any inability to service or refinance our outstanding debt or to access debt markets at acceptable prices; or adverse developments in the U.S. or global capital markets, credit markets, banking system or economies in general, including inflation, trade policies, tariffs and other trade restrictions. For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K that we file, available from the SEC’s website. We undertake no duty to publicly update or revise any forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Murphy Oil Corporation Press Release dated January 8, 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.
| Date: January 8, 2026 |
MURPHY OIL CORPORATION
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| By: | /s/ Paul D. Vaughan | ||
| Name: | Paul D. Vaughan | ||
| Title: | Vice President and Controller | ||
Exhibit 99.1
NEWS RELEASE |
MURPHY OIL CORPORATION ANNOUNCES OFFERING OF $500 MILLION OF SENIOR NOTES DUE 2034
HOUSTON, Texas, January 8, 2026 – Murphy Oil Corporation (the “Company”) (NYSE: MUR) announced today that, subject to market and other conditions, it intends to offer $500 million of Senior Notes due 2034 pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (“SEC”).
The Company expects to use the net proceeds from the offering, (i) to fund the redemption in full of its 5.875% notes due 2027 and its 6.375% notes due 2028 (together, the “Existing Notes”), together with the payment of related premiums, fees and expenses in connection with the foregoing, (ii) to repay its outstanding borrowing under its revolving credit facility, (iii) to cover transaction related fees and expenses and (iv) for general corporate purposes.
BofA Securities is acting as the physical book-running manager for the offering. The offering is being made under an automatic shelf registration statement on Form S-3 (Registration No. 333-282655) filed by the Company with the SEC and only by means of a prospectus supplement and accompanying prospectus. An investor may obtain free copies of the prospectus supplement and accompanying prospectus related to the offering by visiting EDGAR on the SEC website, www.sec.gov, or by contacting:
BofA Securities
NC1-004-03-43
200 North College Street, 3rd Floor
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email: [email protected]
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, this news release does not constitute a notice of redemption of the Existing Notes.
ABOUT MURPHY OIL CORPORATION
Murphy Oil Corporation is an independent oil and natural gas company with a multi-basin onshore and offshore portfolio and significant exploration opportunities. The company has more than a century-long history of demonstrating strong execution and innovative, full-cycle development capabilities with a focus on value creation that drives shareholder returns. Murphy’s foresight and financial discipline, along with its culture of adaptability and accountability, will allow the company to continue its outstanding legacy and exceptional reputation. The company’s current operations include extensive inventory located onshore in the Eagle Ford Shale, Tupper Montney and Kaybob Duvernay, as well as offshore in the Gulf of America and Canada. Murphy also strives to create long-term shareholder value through offshore exploration and development in the Gulf of America, Vietnam and Côte d’Ivoire. Additional information can be found on the company’s website at www.murphyoilcorp.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as “aim”, “anticipate”, “believe”, “drive”, “estimate”, “expect”, “expressed confidence”, “forecast”, “future”, “goal”, “guidance”, “intend”, “may”, “objective”, “outlook”, “plan”, “position”, “potential”, “project”, “seek”, “should”, “strategy”, “target”, “will” or variations of such words and other similar expressions. These statements, which express management’s current views concerning future events, results and plans, are subject to inherent risks, uncertainties and assumptions (many of which are beyond our control) and are not guarantees of performance. In particular, statements, express or implied, concerning the Company’s future operating results or activities and returns or the Company's ability and decisions to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control operating costs and expenditures, generate cash flows, pay down or refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, safety matters or other ESG (environmental/social/governance) matters, make capital expenditures or pay and/or increase dividends or make share repurchases and other capital allocation decisions are forward-looking statements. Factors that could cause one or more of these future events, results or plans not to occur as implied by any forward-looking statement, which consequently could cause actual results or activities to differ materially from the expectations expressed or implied by such forward-looking statements, include, but are not limited to: macro conditions in the oil and natural gas industry, including supply/demand levels, actions taken by major oil exporters and the resulting impacts on commodity prices; geopolitical concerns; increased volatility or deterioration in the success rate of our exploration programs or in our ability to maintain production rates and replace reserves; reduced customer demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political and regulatory instability in the markets where we do business; the impact on our operations or market of health pandemics such as COVID-19 and related government responses; other natural hazards impacting our operations or markets; any other deterioration in
our business, markets or prospects; any failure to obtain necessary regulatory approvals; any inability to service or refinance our outstanding debt or to access debt markets at acceptable prices; or adverse developments in the U.S. or global capital markets, credit markets, banking system or economies in general, including inflation, trade policies, tariffs and other trade restrictions. For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K that we file, available from the SEC’s website. Murphy Oil Corporation undertakes no duty to publicly update or revise any forward-looking statements.
Investor Contacts: Atif Riaz, 281-675-9358 Beth Heller, 281-675-9363 Dimitra Vlachou, 713-502-7054 |