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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 6, 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 1.01. |
Entry into a Material Definitive Agreement. |
On January 2, 2026, Murphy Oil Corporation (the
“Company”) entered into an amendment (the “Second Amendment”) to its credit agreement dated October 7, 2024 (as
previously amended, the “Credit Agreement”) with, among others, the Company, Murphy Exploration & Production Company –
International and Murphy Oil Company Ltd. as borrowers, Murphy Exploration & Production Company and Murphy Exploration & Production
Company – USA, as guarantors, JP Morgan Chase Bank, N.A. as administrative agent, and each of the lenders party thereto. The Second
Amendment amends the Credit Agreement to, among other things, (i) extend the scheduled maturity of the facility from October 7, 2029 to
January 2, 2031; (ii) increase the total commitments thereunder from $1.35 billion to $2.00 billion; and (iii) increase the total letter
of credit commitments thereunder from $250 million to $415 million, subject to certain conditions.
| Item 2.02. |
Results of Operations and Financial Condition. |
The information furnished pursuant to Item 7.01
of this Current Report is incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance
Sheet Arrangement of a Registrant.
|
The information contained in Item 1.01 of this
Current Report is incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure. |
On January 6, 2026, the Company announced that
its subsidiary has successfully drilled the Hai Su Vang-2X (HSV-2X) appraisal well in Block 15-2/17 in the Cuu Long Basin, located approximately
40 miles offshore of Vietnam. Attached hereto as Exhibit 99.2 is a copy of the press release issued by the Company relating to this announcement.
On January 7, 2026, Eric M. Hambly, President
and Chief Executive Officer of the Company, will participate on a panel, and Mr. Hambly and Christopher C. Olson, Senior Vice President,
Exploration and Subsurface, of Murphy Exploration & Production Company, will host investor meetings in connection with the Company’s
attendance at the Goldman Sachs Energy, CleanTech & Utilities Conference 2026. Attached hereto as Exhibit 99.1 is a copy of the presentation
prepared by the Company in connection therewith.
***
The information in this Item 7.01, including Exhibits
99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated
by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise expressly stated in such filing.
This Current Report on Form 8-K, including
the information furnished pursuant to Item 7.01 and the related Exhibits 99.1 and 99.2 hereto, 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 U.S. Securities and Exchange Commission (“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 and from Murphy Oil
Corporation’s website at http://ir.murphyoilcorp.com. Investors and others should note that we may announce material
information using SEC filings, press releases, public conference calls, webcasts and the investors page of our website. We may use
these channels to distribute material information about the Company; therefore, we encourage investors, the media, business partners
and others interested in the Company to review the information we post on our website. The information on our website is not part
of, and is not incorporated into, this report. Murphy Oil Corporation undertakes no duty to publicly update or revise any
forward-looking statements.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 |
Second Amendment to the Credit Agreement dated as of January 2, 2026 among Murphy Oil Corporation, Murphy Exploration & Production Company – International and Murphy Oil Company Ltd. as borrowers, Murphy Exploration & Production Company and Murphy Exploration & Production Company – USA, as guarantors, JP Morgan Chase Bank, N.A. as administrative agent, and each of the lenders party thereto. |
| 99.1 |
Murphy Oil Corporation Presentation dated January 6, 2026. |
| 99.2 |
Murphy Oil Corporation Press Release dated January 6, 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 6, 2026 |
MURPHY OIL CORPORATION
|
| |
|
| |
|
| |
By: |
/s/ Paul D. Vaughan |
| |
|
Name: |
Paul D. Vaughan |
| |
|
Title: |
Vice President and Controller |
