6-K
Woodside Energy Group Ltd (WDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-41404
Woodside Energy Group Ltd
(ABN 55 004 898 962)
(Registrant’s name)
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): ☐
EXHIBIT INDEX
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | A copy of the registrant’s ASX Announcement, dated December <br>16, 2025, entitled “Appendix 3G”. |
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.
Dated: December 16, 2025
| WOODSIDE ENERGY GROUP LTD | |
|---|---|
| By: | /s/ Damien Gare |
| Damien Gare<br> <br>Corporate Secretary |
EX-99.1
Exhibit 99.1
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Announcement Summary
Entity name
WOODSIDE ENERGY GROUP LTD
Date of this announcement
Tuesday December 16, 2025
The +securities the subject of this notification are:
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Total number of +securities to be issued/transferred
| ASX +securitycode | Security description | Total number of+securities to beissued/transferred | Issuedate |
|---|---|---|---|
| WDSAL | RIGHTS | 23,383 | 10/12/2025 |
Refer to next page for full details of the announcement
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 1 - Entity and announcement details
1.1 Name of entity
WOODSIDE ENERGY GROUP LTD
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
| 1.2 Registered number type | Registration number |
|---|---|
| ACN | 004898962 |
1.3 ASX issuer code
WDS
1.4 The announcement is
New announcement
1.5 Date of this announcement
16/12/2025
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 2 - Issue details
2.1 The +securities the subject of this notification are:
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
has an existing ASX security code (“existing class”)
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B
ASX +security code and description
WDSAL : RIGHTS
Date the+securities the subject of this notification were issued
10/12/2025
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
Were any of the+securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities |
|---|---|---|
| Daniel<br>Kalms | Daniel Kalms | 23,383 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employeeincentive scheme or a summary of the terms
| The 2024 Remuneration Report for the year ended 31 December 2024 (found in Woodside’s<br>most recent Annual Report: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2024-annual-report/annual-report-2024.pdf?sfvrsn=b48b241c_3) sets out the company’s executive remuneration arrangements<br>including the Woodside Executive Incentive Scheme, in which Mr Kalms is a participant. |
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Any other information the entity wishes to provide about the +securities the subject of thisnotification
| Mr Kalms was previously granted 23,383 Notional Shares, which provided him with an entitlement<br>to receive a cash amount upon vesting equivalent to the price of WDS securities on the vesting date. The Notional Shares were granted in lieu of Restricted Shares (which are granted to all other KMP under the Woodside Executive Incentive Scheme),<br>considering relevant securities and taxation requirements in the United States, where Mr Kalms is based. The terms of Mr Kalms’ Notional Shares were amended on 10 December 2025, such that Mr Kalms is intended to receive Woodside shares upon<br>vesting (no cash amount is payable on vesting). As a result, Mr Kalms’ Notional Shares now constitute “equity securities” under the ASX Listing Rules. The terms of the Notional Shares have not otherwise changed, and Mr Kalms’<br>Notional Shares are still due to vest, subject to ongoing employment, in two tranches (11,183 on 7 March 2026 and 12,200 on 7 March 2028). |
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Issue details
Number of +securities
23,383
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity willcomprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Totalnumber of each +class of +securities issued and quoted on ASX)
| ASX +security code and description | Total number of+securities on issue | |
|---|---|---|
| WDS : ORDINARY FULLY PAID | 1,901,100,143 |
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | Total number of+securities on issue | |
|---|---|---|
| WDSAL : RIGHTS | 5,795,606 | |
| WDSAE : WEP EQUITY RIGHTS | 6,115,398 | |
| WDSAB : PERFORMANCE RIGHTS | 1,083,970 | |
| WDSAF : SWEP EQUITY RIGHTS | 79,453 | |
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approvalunder Listing Rule 7.1?
No
5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?
No
5.2b Are any of the+securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?
Yes
5.2b.1 How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity underlisting rule 7.1?
| 23,383 |
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5.2c Are any of the +securities being issued without +security holder approval using the entity’sadditional 10% placement capacity under listing rule 7.1A (if applicable)?
N/A
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