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

Woodside Energy 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 <br>10, 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 10, 2023

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

EX-99.1

Exhibit 99.1

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Announcement Summary

Entity name

WOODSIDE ENERGY GROUP LTD

Date of this announcement

Friday March 10, 2023

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
WDSAB	PERFORMANCE RIGHTS	26,885	07/03/2023

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted<br><br><br>Equity Securities	1 / 7

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

9/3/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

2.1 The +securitiesthe 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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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 anddescription

WDSAB : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

7/3/2023

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 detailsof the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Graham Tiver	Same	18,818
Shiva McMahon	Same	8,067

Please provide a URL link for a document lodged with ASX detailing the terms of the +employeeincentive scheme or a summary of the terms

Performance Rights under the Executive Incentive Scheme, each being an entitlement to receive one fully paid ordinary share in Woodside<br>(ASX:WDS) at the end of a vesting period, subject to meeting vesting conditions. No amount is payable on the vesting of the rights.
Further information regarding the terms of the Executive Incentive Scheme can be found in Woodside’s most recent Annual Report:<br>www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2022-annual-report/annual-report-2022.pdf?sfvrsn=52bf2032_7. See in particular the remuneration report on pages 75 - 98 and Note E.2 (c) in the notes<br>to financial statements.

Any other information the entity wishes to provide about the +securities the subject of thisnotification

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

Number of +securities

26,885

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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 application, the +securities of the entity willcomprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than oneapplication for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of+securities quoted)

ASX +security code and description	Total number of+securities on issue
WDS : ORDINARY FULLY PAID		1,898,749,771

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
WDSAE : WEP EQUITY RIGHTS		6,629,681
WDSAB : PERFORMANCE RIGHTS		1,517,724
WDSAC : VARIABLE PAY RIGHTS		338,261
WDSAF : SWEP EQUITY RIGHTS		2,884,076
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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 ofthe +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 under listing rule 7.1?

26,885

5.2c Are any of the +securities being issued without +security holder approval using theentity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

☑ No

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