WDS 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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2024

Commission File Number: 001-41404

Woodside Energy Group Ltd

(ABN 55 004 898 962)

(Registrant’s name)

WoodsideEnergy 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 September <br>6, 2024, 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: September 6, 2024

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

Friday September 06, 2024

The +securities the subject of this notification are:

Unquoted options that have been exercised or other unquoted +convertible securities that have been converted

Total number of +securities to be issued/transferred

ASX +securitycode	Security description	Total number of+securities to beissued/transferred	Issuedate
WDS	ORDINARY FULLY PAID	32,307	04/09/2024

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity <br>securities	1 / 6

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

6/9/2024

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity <br>securities	2 / 6

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 2 - Issue details

2.1 The +securitiesthe subject of this notification are:

Unquoted options that have been exercised or other unquoted +convertible securities that have been converted

2.2b The +securities being issued, transferred or re-classified as a result ofthe options being exercised or other +convertible securities being converted are:

securities that have already been quoted on ASX (“existing class”)

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity <br>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 38

The right of the holder of theoptions or other +convertible securities to receive the +underlying securities is being satisfied by:

A transfer of existing +securities

The underlying securities being received by the holder are:

Already quoted by ASX

Existing +securities converting into an existing class

FROM (Existing Class)

ASX +Security code and description

WDSAF: SWEP EQUITY RIGHTS

TO(Existing Class)

ASX +Security code and description

WDS : ORDINARY FULLY PAID

Please state the number of options that were exercised or other +convertible securities that were converted	The first date the options were exercised or other +convertible securities were converted	The last date the options were exercised or other +convertible securities were converted
32,307		4/9/2024

Is this all of the options or other +convertible securities on issue of that type?

No

Were the options beingexercised or other +convertible securities being converted issued under an +employee incentive scheme?

Yes

Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an+associate?

Yes

Provide details of the KMP or +associates who are exercising options or converting +convertible securities.

Name of KMP	Name of registered holder	Number of +securities
Graham Tiver	Graham Tiver	32,307

Date the +securities the subject of this notification were issued/transferred

4/9/2024

Any otherinformation the entity wishes to provide about the +securities the subject of this notification

SWEP Equity Rights under the Supplementary<br>Woodside Equity Plan, each being 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. The key terms of<br>the SWEP Equity Rights can be found in Woodside’s Annual Report, available here:<br>https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2023-annual-report/2023-annual-report.pdf?sfvrsn=964007ef_17. See remuneration report on pages 80-104 and Note E.2(c) in the notes to financial statements.
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity <br>securities	4 / 6
---	---

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Issue details

Number of +securities

32,307

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity <br>securities	5 / 6

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		1,898,749,771

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
WDSAL : RIGHTS		173,718
WDSAE : WEP EQUITY RIGHTS		8,993,085
WDSAB : PERFORMANCE RIGHTS		1,402,629
WDSAF : SWEP EQUITY RIGHTS		1,493,559
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity <br>securities	6 / 6
---	---