Woodside Energy Group (WDS) issues 643,995 unquoted incentive rights to key executives
Rhea-AI Filing Summary
Woodside Energy Group Ltd has issued new unquoted rights under its employee incentive schemes, primarily for key management personnel. The filing notes a total of 643,995 WDSAL rights to be issued or transferred, each entitling the holder to one fully paid ordinary share subject to vesting conditions, with no amount payable on vesting.
Individual allocations include awards to senior executives such as Daniel Kalms, Mark Abbotsford, Graham Tiver and Elizabeth Westcott. Following these grants, quoted ordinary shares total 1,901,100,143 as WDS ordinary fully paid shares, while unquoted WDSAL rights on issue stand at 11,932,215.
Positive
- None.
Negative
- None.
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 March 2026
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 March 6, 2026, 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: March 6, 2026
| WOODSIDE ENERGY GROUP LTD | ||
| By: | /s/ Damien Gare | |
| Damien Gare Corporate Secretary | ||
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 March 06, 2026
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 |
643,995 | 02/03/2026 | |||||
Refer to next page for full details of the announcement
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 1 / 14 |
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
6/3/2026
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 2 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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”)
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 3 / 14 |
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 3B
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Daniel Kalms |
Same |
25,139 |
| 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
|
| This notification relates to the award of Rights under the FY2025 Executive Incentive Scheme, 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 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:
https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025.pdf? See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
| Any other information the entity wishes to provide about the +securities the subject of this notification
|
Issue details
Number of +securities
25,139
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 4 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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 | ||||||
| Mark Abbotsford |
Same |
23,792 |
| 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
|
| This notification relates to the award of Rights under the FY2025 Executive Incentive Scheme, 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 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:
https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025.pdf? See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
| Any other information the entity wishes to provide about the +securities the subject of this notification
|
Issue details
Number of +securities
23,792
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Graham Tiver |
Same |
29,509 |
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 5 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
| 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
|
| This notification relates to the award of Rights under the FY2025 Executive Incentive Scheme, 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 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:
https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025.pdf? See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
| Any other information the entity wishes to provide about the +securities the subject of this notification
|
Issue details
Number of +securities
29,509
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Elizabeth (Liz) Westcott |
Same |
28,674 |
| 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
|
| This notification relates to the award of Rights under the FY2025 Executive Incentive Scheme, 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 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:
https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025.pdf? See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
| Any other information the entity wishes to provide about the +securities the subject of this notification
|
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 6 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Issue details
Number of +securities
28,674
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Daniel Kalms |
Same |
90,478 |
| 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
|
| This notification relates to the prospective award of Rights as the FY2026 long-term incentive component of Variable Annual Reward. Each right is 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 the vesting of the Rights.
Further
information regarding the Variable Annual Reward structure for 2026 can be found in Woodside’s most recent Annual Report:
https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025.pdf? See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
| Any other information the entity wishes to provide about the +securities the subject of this notification
|
| Performance Rights have been allocated prospectively in respect of the FY2026 long-term incentive, reflecting changes to the structure and operation of Variable Annual Reward, which for FY2026 and subsequent awards is delivered as separate long-term and short-term incentive components. Vesting of the Performance Rights will be determined following assessment of the applicable performance conditions and remains subject to the other terms of the relevant offer and plan rules. |
Issue details
Number of +securities
90,478
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 7 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Mark Abbotsford |
Same |
85,479 |
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
| This notification relates to the prospective award of Rights as the FY2026 long-term incentive component of Variable Annual Reward. Each right is 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 the vesting of the Rights.
Further information regarding the Variable Annual Reward structure for 2026 can be found in Woodside’s most recent Annual Report: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025.pdf?sfvrsn=a6344a90_5. See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| Performance Rights have been allocated prospectively in respect of the FY2026 long-term incentive, reflecting changes to the structure and operation of Variable Annual Reward, which for FY2026 and subsequent awards is delivered as separate long-term and short-term incentive components. Vesting of the Performance Rights will be determined following assessment of the applicable performance conditions and remains subject to the other terms of the relevant offer and plan rules. |
Issue details
Number of +securities
85,479
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 8 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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 | ||||||
| Graham Tiver |
Same |
111,173 |
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
| This notification relates to the prospective award of Rights under the Executive Incentive Scheme in respect of the FY2026 long-term incentive, 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 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: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annu al-report/annual-report-2025.pdf?sfvrsn=a6344a90_5. See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| Performance Rights have been allocated prospectively in respect of the FY2026 long-term incentive, reflecting changes to the structure and operation of Variable Annual Reward, which for FY2026 and subsequent awards is delivered as separate long-term and short-term incentive components. Vesting of the Performance Rights will be determined following assessment of the applicable performance conditions and remains subject to the other terms of the relevant offer and plan rules. |
Issue details
Number of +securities
111,173
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Elizabeth (Liz) Westcott |
Same |
155,908 |
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 9 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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
| This notification relates to the prospective award of Rights under the Executive Incentive Scheme in respect of the FY2026 long-term incentive, 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 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: https://www.woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annu al-report/annual-report-2025.pdf?sfvrsn=a6344a90_5. See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| Performance Rights have been allocated prospectively in respect of the FY2026 long-term incentive, reflecting changes to the structure and operation of Variable Annual Reward, which for FY2026 and subsequent awards is delivered as separate long-term and short-term incentive components. Vesting of the Performance Rights will be determined following assessment of the applicable performance conditions and remains subject to the other terms of the relevant offer and plan rules. |
Issue details
Number of +securities
155,908
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Daniel Kalms |
Same |
31,281 |
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
| This notification relates to the award of Rights under the Supplementary Woodside Equity Plan (SWEP), 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 allocation or vesting of the Rights.
Further information regarding the terms of the award can be found in Woodside’s most recent Annual Report: https://www. woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025 .pdf?sfvrsn=a6344a90_5. See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 10 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Any other information the entity wishes to provide about the +securities the subject of this notification
| The Rights were allocated as a one-off retention award under Woodside’s Supplementary Woodside Equity Plan (SWEP). SWEP awards are subject to service conditions (and no performance conditions) and do not carry voting rights. There is no entitlement to dividends prior to vesting. |
Issue details
Number of +securities
31,281
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Mark Abbotsford |
Same |
31,281 |
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
| This notification relates to the award of Rights under the Supplementary Woodside Equity Plan (SWEP), 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 allocation or vesting of the Rights.
Further information regarding the terms of the award can be found in Woodside’s most recent Annual Report: https://www. woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025 .pdf?sfvrsn=a6344a90_5. See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| The Rights were allocated as a one-off retention award under Woodside’s Supplementary Woodside Equity Plan (SWEP). SWEP awards are subject to service conditions (and no performance conditions) and do not carry voting rights. There is no entitlement to dividends prior to vesting. |
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 11 / 14 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Issue details
Number of +securities
31,281
ASX +security code and description
WDSAL : RIGHTS
Date the +securities the subject of this notification were issued
2/3/2026
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 | ||||||
| Graham Tiver |
Same |
31,281 |
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
| This notification relates to the award of Rights under the Supplementary Woodside Equity Plan (SWEP), 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 allocation or vesting of the Rights.
Further information regarding the terms of the award can be found in Woodside’s most recent Annual Report: https://www. woodside.com/docs/default-source/investor-documents/major-reports-(static-pdfs)/2025-annual-report/annual-report-2025 .pdf?sfvrsn=a6344a90_5. See in particular the Remuneration Report on pages 146-175 and Note E.2 (c) in the notes to financial statements. |
Any other information the entity wishes to provide about the +securities the subject of this notification
| The Rights were allocated as a one-off retention award under Woodside’s Supplementary Woodside Equity Plan (SWEP). SWEP awards are subject to service conditions (and no performance conditions) and do not carry voting rights. There is no entitlement to dividends prior to vesting. |
Issue details
Number of +securities
31,281
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 12 / 14 |
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 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
| ASX +security code and description | Total number of +securities on issue |
|||
| WDS : ORDINARY FULLY PAID |
1,901,100,143 | |||
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 |
11,932,215 | |||
| WDSAE : WEP EQUITY RIGHTS |
3,291,921 | |||
| WDSAB : PERFORMANCE RIGHTS |
773,197 | |||
| WDSAF : SWEP EQUITY RIGHTS |
53,743 | |||
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 13 / 14 |
Appendix 3G - 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 approval under 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 of the +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?
| 643,995 |
5.2c Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities | 14 / 14 |
FAQ
What does Woodside Energy Group Ltd (WDS) disclose in this Form 6-K?
How many WDSAL rights are covered by Woodside’s March 2026 notification?
Which Woodside (WDS) executives receive new rights in this filing?
What are WDSAL rights issued by Woodside Energy Group Ltd?
How many Woodside (WDS) ordinary shares and rights are on issue after these grants?
Do the new WDSAL rights rank equally with existing rights at Woodside?
Filing Exhibits & Attachments
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