Woodside Energy Group Ltd 6-K, filed May 12, 2026
Woodside Energy Group Ltd (WDS)
About this 6-K
Woodside Energy Group Ltd filed this 6-K on May 12, 2026.
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 May 2026
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 of principal 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 No. |
Description | |
| 99.1 | ||
| 99.2 | A copy of the registrant’s ASX Announcement, dated May 12, 2026, 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: May 12, 2026
| WOODSIDE ENERGY GROUP LTD | ||
| By: | /s/ Damien Gare | |
| Damien Gare | ||
| Corporate Secretary | ||
Exhibit 99.1
|
Announcement
Tuesday, 12 May 2026 |
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 |
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
Vanessa Martin M: +61 477 397 961 E: investor@woodside.com |
MEDIA
Christine Abbott M: +61 484 112 469 E: christine.abbott@woodside.com |
This announcement was approved and authorised for release by Woodside’s Disclosure Committee.
Page 1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given 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 | Elizabeth (Liz) Morton Westcott | |
| Date of last notice | 18 March 2026 |
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 | Rights: Direct | |||
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
N/A | |||
| Date of change |
5 May 2026 | |||
| No. of securities held prior to change |
Direct: 220,394 Performance Rights held as Variable Annual Remuneration (VAR)
Indirect: 123,109 Restricted Shares held by CPU Share Plans Pty Limited as trustee of Woodside Equity Plans Trust 422 WEP Rights held by J Westcott | |||
|
Class |
Rights | |||
|
Number acquired |
119,926 | |||
|
Number disposed |
Nil |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
|
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Estimated offer value of A$24.05 per share. The allocation of Performance Rights was approved by shareholders at the company’s Annual General Meeting (AGM) on 23 April 2026. | |||
| No. of securities held after change |
Direct: 340,320 Performance Rights held as VAR
Indirect: 123,109 Restricted Shares held by CPU Share Plans Pty Limited as trustee of Woodside Equity Plans Trust 422 WEP Rights held by J Westcott | |||
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
119,926 Performance Rights allocated on 5 May 2026 in accordance with Item 4 passed by shareholders at the company’s AGM.
The key terms of the Performance Rights are set out in the Notice of Annual General Meeting 2026 and the 2025 Remuneration Report, which appears on pages 146 to 175 of the 2025 Annual Report. |
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 (if issued securities) |
N/A | |||
| Date of change | N/A | |||
| No. and class of securities to which interest related prior to change 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 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
Exhibit 99.2
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 May 12, 2026
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 +security code |
Security description | |
Total number of +securities to be issued/transferred |
|
Issue date | |||
| WDSAL |
RIGHTS |
119,926 | 05/05/2026 | |||||
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 | |
| ABN |
55004898962 | |
1.3 ASX issuer code
WDS
1.4 The announcement is
New announcement
1.5 Date of this announcement
12/5/2026
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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”)
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 3 / 6 |
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
5/5/2026
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 | ||||||
|
Elizabeth (Liz) Westcott |
Elizabeth (Liz) Westcott |
119,926 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
|
This notification relates to the award of Rights as part of Ms Westcott’s 2026 LTI award. Each Right is an entitlement to receive one fully paid ordinary share in Woodside (ASX: WDS) at the end of a vesting period, subject to meeting vesting conditions. No amount is payable on vesting of the Rights.
Further information regarding the terms of the Rights can be found in Woodside’s Notice of Annual General Meeting 2026 which is available at the following link: https://www.woodside.com/docs/default-source/asx-announcements/2026/022-notice-of-annual-general-meeting-2026.pdf?sfvrsn=9eaa1e12_3 and the 2025 Remuneration Report which appears on pages 146 to 175 of the 2025 Annual Report. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| The Rights were granted in accordance with item 4 passed by shareholders at the 2026 Annual General Meeting held on 23 April 2026. |
Issue details
Number of +securities
119,926
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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 will comprise:
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 (Total number 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 |
12,484,678 | |||
| WDSAE : WEP EQUITY RIGHTS |
3,192,942 | |||
| WDSAB : PERFORMANCE RIGHTS |
492,987 | |||
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 5 / 6 |
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 approval under Listing Rule 7.1?
Yes
5.1a Select the number of the applicable exception in Listing Rule 7.2
14
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