6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or15d-16

of the Securities Exchange Act of 1934

For the month of March 2023

WoodsideEnergy Group Ltd

(Translation of Registrant’s Name into English) ****

001-41404

(Commission File Number)

Woodside Energy Group Ltd

Mia Yellagonga, 11 Mount Street

Perth, Western Australia 6000

Australia

(Address ofPrincipal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F    ☑             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

INCORPORATION BY REFERENCE

Exhibit 99.1 to this report on Form 6-K is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933.

EXHIBIT INDEX

99.1	A copy of the registrant’s ASX Announcement, dated March 6, 2023

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, thereunto duly authorized.

Date: March 6, 2023

WOODSIDE ENERGY GROUP LTD
By:	/s/ Warren Baillie
	Warren Baillie
	Corporate Secretary

EX-99.1

Exhibit 99.1

Woodside Energy Group Ltd

ACN 004 898 962

Mia Yellagonga

11 Mount Street

Perth WA 6000

Australia

T +61 8 9348 4000

www.woodside.com

ASX: WDS

NYSE: WDS

LSE: WDS

Announcement

Monday, 6 March 2023

APPENDIX 3Y (CHANGE OF DIRECTOR’S INTEREST NOTICE)

In accordance with the Listing Rules, please see attached announcement relating to the above, for release to the market.

Contacts:
INVESTORS<br> <br><br><br><br>Matthew Turnbull<br> <br>M: +1 (713) 448-0956<br><br><br>M: +61 410 471 079<br> <br><br><br><br>Sarah Peyman<br> <br>M: +61 457 513 249<br><br><br><br> <br>E: [email protected]	MEDIA<br> <br><br><br><br>Christine Forster<br> <br>M: +61 484 112 469<br><br><br>E: [email protected]

This announcement was approved and authorised for release by Woodside’s Disclosure Committee.

Page 1 of 1

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change ofDirector’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documentsgiven to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Woodside Energy Group Ltd
ABN	55 004 898 962

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Marguerite (Meg) Eileen O’Neill
Date of last notice	8 June 2022

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Performance Rights (PRs): Direct<br><br><br>Restricted Shares: Indirect
Nature of indirect interest<br><br><br>(including registered holder)<br> <br>Note: Provide details of the<br>circumstances giving rise to the relevant interest.	Beneficial interest in ordinary fully paid shares (Restricted Shares) held by CPU Share Plans Pty Limited as trustee under the<br>Executive Incentive Scheme (EIS).
Date of change	1 March 2023
No. of securities held prior tochange	Direct:<br><br><br>147,463 ordinary shares<br> <br>106,488 PRs under the EIS<br><br><br><br> <br>Indirect:<br><br><br>180,172 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS
Class	Ordinary
Number acquired	Nil
Number disposed ****	6,761 Restricted Shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Value/Consideration<br><br><br>Note: If consideration is non-cash, provide details and estimated valuation	6,761 Restricted Shares disposed for $244,774.34, representing a price of $36.20 per Share.
No. of securities held afterchange	Direct:<br><br><br>155,727 ordinary shares<br> <br>106,488 PRs under the EIS<br><br><br><br> <br>Indirect:<br><br><br>165,147 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS<br><br><br><br> <br>Note: The change in direct and indirect figures reflect the transfer of Restricted<br>Shares (indirect) on vesting to Ms O’Neill (direct) and automatic sale of 6,761 of those Shares following vesting.
Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	15,025 Restricted Shares (indirect)<br>vested in accordance with the terms of the EIS and were<br> <br>transferred from CPU Share Plans Pty Limited as trustee under the EIS to Ms O’Neill (and are<br>now held directly).<br> <br><br> <br>6,761 of those vested Shares were subsequently sold on-market<br>under an automatic sale election.<br> <br><br> <br>The key terms of the Restricted Shares and PRs are<br>set out in 2022 Remuneration Report, which appears on pages 75 to 98 of the Annual Report 2022.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder<br><br><br>(if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change<br><br><br>Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration<br><br><br>Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A
+ See chapter 19 for defined terms.
---	---
Appendix 3Y Page 2	01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

Part 3 – ^+^Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3