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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
January 8, 2026
____________________________
MURPHY OIL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
____________________________
| Delaware |
1-8590 |
71-0361522 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
9805 Katy Fwy, Suite G-200
Houston, Texas
|
77024 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (281) 675-9000
Not applicable
(Former Name or Former Address, if Changed Since
Last Report)
____________________________
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, $1.00 Par Value |
MUR |
New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.04. |
Triggering Events That Accelerate or Increase a Direct Financial
Obligation or
an Obligation under an Off-Balance Sheet Arrangement
|
The information under the caption “Senior
Notes Redemptions” within Item 8.01 of this Current Report is incorporated herein by reference.
Senior Notes Offering
On January 8, 2026, Murphy Oil Corporation (the
“Company”) announced the public offering (the “Offering”) of $500.0 million aggregate principal amount of senior
notes due 2034 (the “Notes”) pursuant to an effective shelf registration statement previously filed with the Securities and
Exchange Commission (“SEC”). The Offering is subject to market and other conditions.
Senior Notes Redemptions
The Company intends to use the net proceeds from
the Offering of the Notes (i) to fund the redemption in full of its 5.875% notes due 2027 (the “2027 Notes”) and its 6.375%
notes due 2028 (the “2028 Notes”), together with the payment of related premiums, fees and expenses in connection with the
foregoing (the “Redemptions”), (ii) to repay outstanding borrowings under its revolving credit facility, (iii) to cover transaction
related fees and expenses and (iv) for general corporate purposes. The Company intends to issue a conditional notice of full redemption
in connection with the pricing of the Offering for the 2027 Notes and 2028 Notes. The redemption price of the 2027 Notes and 2028 Notes
will be determined in accordance with the indentures governing the 2027 Notes and 2028 Notes, plus accrued and unpaid interest, if any,
to, but excluding, the date of redemption.
The Redemptions are conditioned upon, among other
things, the successful completion (in the sole determination of the Company) of the Offering. No assurances can be given that the Company
will complete the Redemptions. A copy of the press release relating to the Offering is attached as Exhibit 99.1 and is incorporated herein
by reference.
This Current Report on Form 8-K does not constitute
an offer to sell or purchase or the solicitation of an offer to sell or purchase the securities described herein. In addition, this Current
Report on Form 8-K does not constitute a notice of redemption with respect to the 2027 Notes or 2028 Notes.
***
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified
through the inclusion of words such as “aim”, “anticipate”, “believe”, “drive”, “estimate”,
“expect”, “expressed confidence”, “forecast”, “future”, “goal”, “guidance”,
“intend”, “may”, “objective”, “outlook”, “plan”, “position”, “potential”,
“project”, “seek”, “should”, “strategy”, “target”, “will” or variations
of such words and other similar expressions. These statements, which express management’s current views concerning future events,
results and plans, are subject to inherent risks, uncertainties and assumptions (many of which are beyond our control) and are not guarantees
of performance. In particular, statements, express or implied, concerning the Company’s future operating results or activities and
returns or the Company's ability and decisions to replace or increase reserves, increase production, generate returns and rates of return,
replace or increase drilling locations, reduce or otherwise control operating costs and expenditures, generate cash flows, pay down or
refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, safety
matters or other ESG (environmental/social/governance) matters, make capital expenditures or pay and/or increase dividends or make share
repurchases and other capital allocation decisions are forward-looking statements. Factors that could cause one or more of these future
events, results or plans not to occur as implied by any forward-looking statement, which consequently could cause actual results or activities
to differ materially from the expectations expressed or implied by such forward-looking statements, include, but are not limited to: macro
conditions in the oil and natural gas industry, including supply/demand levels, actions taken by major oil exporters and the resulting
impacts on
commodity prices; geopolitical concerns; increased volatility or deterioration
in the success rate of our exploration programs or in our ability to maintain production rates and replace reserves; reduced customer
demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political
and regulatory instability in the markets where we do business; the impact on our operations or market of health pandemics such as COVID-19
and related government responses; other natural hazards impacting our operations or markets; any other deterioration in our business,
markets or prospects; any failure to obtain necessary regulatory approvals; any inability to service or refinance our outstanding debt
or to access debt markets at acceptable prices; or adverse developments in the U.S. or global capital markets, credit markets, banking
system or economies in general, including inflation, trade policies, tariffs and other trade restrictions. For further discussion of factors
that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see “Risk
Factors” in our most recent Annual Report on Form 10-K filed with the SEC and any subsequent Quarterly Report on Form 10-Q or Current
Report on Form 8-K that we file, available from the SEC’s website. We undertake no duty to publicly update or revise any forward-looking
statements.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 |
Murphy Oil Corporation Press Release dated January 8, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| Date: January 8, 2026 |
MURPHY OIL CORPORATION
|
| |
By: |
/s/ Paul D. Vaughan |
| |
|
Name: |
Paul D. Vaughan |
| |
|
Title: |
Vice President and Controller |