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6-K 1 d814826d6k.htm FORM 6-K Form 6-K

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 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 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		A copy of the registrant’s ASX Announcement, dated May 21, 2025, entitled “Appendix 3Y (M O’Neill)”.
99.2		A copy of the registrant’s ASX Announcement, dated May 21, 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: May 21, 2025


WOODSIDE ENERGY GROUP LTD

By:		/s/ Damien Gare
		Damien Gare
		Corporate Secretary

EX-99.1 2 d814826dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Announcement

Wednesday, 21 May 2025

LOGO

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

Sarah Peyman

M: +61 457 513 249

E: investor@woodside.com

MEDIA

Christine Forster

M: +61 484 112 469

E: christine.forster@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		Marguerite (Meg) Eileen O’Neill
Date of last notice		12 March 2025

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 Restricted Shares: Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Ordinary fully paid shares (Restricted Shares) allocated under the Executive Incentive Scheme (EIS) and held by CPU Share Plans Pty Limited as trustee.
Date of change		14 May 2025 19 May 2025
No. of securities held prior to change		Direct: 182,936 ordinary shares 204,502 Rights under the EIS Indirect: 337,044 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS
Class		Ordinary
Number acquired		177,117 Restricted Shares 106,271 Rights under the EIS
Number disposed		21,087 ordinary shares

+ 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		Consideration is the provision of services under the executive employment agreement. Estimated offer value of A$23.98 per share. The allocations of Restricted Shares and Rights were approved by shareholders at the company’s 2025 Annual General Meeting (AGM) held on 8 May 2025. 21,087 ordinary shares disposed for $457,777.56 representing a price of $21.708994 per share.
No. of securities held after change		Direct: 208,710 ordinary shares 310,773 Rights under the EIS Indirect: 467,300 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		177,117 Restricted Shares and 106,271 Rights allocated on 14 May 2025 in accordance with the terms of the EIS and item 4 passed by shareholders at the company’s AGM held on 8 May 2025. The key terms of the Restricted Shares and Rights are set out in the Notice of Annual General Meeting 2025 and the 2024 Remuneration Report, which appears on pages 118 to 144 of the Annual Report 2025. 46,861 Restricted Shares (indirect) vested in accordance with the terms of the EIS on 19 May 2025 and were transferred from CPU Share Plans Pty Limited as trustee under the EIS to Ms O’Neill. 21,087 of those vested ordinary shares were subsequently sold on-market under an automatic sale election to cover tax liability. The remainder are now held directly by Ms O’Neill. The key terms of the Restricted Shares and Rights are set out in the 2024 Remuneration Report, which appears on pages 121 to 144 of the Annual Report 2024.

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

+ See chapter 19 for defined terms.


Appendix 3Y Page 2		01/01/2011

Appendix 3Y

Change of Director’s Interest Notice


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

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

EX-99.2 3 d814826dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Announcement Summary

Entity name

WOODSIDE ENERGY GROUP LTD

Date of this announcement

Wednesday May 21, 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 +security code	Security description	Total number of +securities to be issued/transferred	Issue date

WDSAL	RIGHTS	106,271	14/05/2025

Refer to next page for full details of the announcement Part 1 – Entity and announcement details

1 / 6

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

21/5/2025

2 / 6

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”)

3 / 6

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

14/5/2025

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
Marguerite (Meg) Eileen O’Neill	Marguerite (Meg) Eileen O’Neill	106,271

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

Rights, 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.

Further information regarding the terms of the Rights can be found in Woodside’s Notice of Annual General Meeting 2025 which is available at the following link: https://www.woodside.com/docs/default-source/asx-announcements/2025/018-noti ce-of-annual-general-meeting-2025.pdf?sfvrsn=9879fa44_3

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 2025 Annual General Meeting (AGM) held on 8 May 2025.

Issue details

Number of +securities

106,271

4 / 6

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			1,898,749,771

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			5,705,408

WDSAE : WEP EQUITY RIGHTS			6,508,807

WDSAB : PERFORMANCE RIGHTS			1,083,970

WDSAF : SWEP EQUITY RIGHTS			416,219

5 / 6

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

6 / 6