Woodside (ASX: WDS) grants 11,183 shares while 16,154 rights lapse

Rhea-AI Filing Summary

Woodside Energy Group Ltd reported routine equity incentive changes. On 9 March 2026, 11,183 WDS ordinary fully paid shares were transferred following the exercise or conversion of unquoted rights held by executive Daniel Kalms under the company’s Executive Incentive Scheme, satisfied from existing quoted securities.

Separately, on 6 March 2026, 16,154 unquoted WDSAB performance rights lapsed because vesting conditions were not met, with no consideration paid. Following these adjustments, the company shows 1,901,100,143 WDS ordinary fully paid shares on issue on ASX, plus several classes of unquoted rights and performance rights.

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  12, 2026, entitled “Appendix 3G”.
99.2		A copy of the registrant’s ASX Announcement, dated March  12, 2026, entitled “Appendix 3H”.

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 12, 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

Thursday March 12, 2026

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 +security code		Security description			Total number of +securities to be issued/transferred			Issue date
WDS		ORDINARY FULLY PAID			11,183			09/03/2026

Refer to next page for full details of the announcement

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

12/3/2026

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

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:

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 of the 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 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 3B

The right of the holder of the options 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

WDSAL : 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
11,183				9/3/2026

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

No

Were the options being exercised 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
Daniel Kalms				Daniel Kalms				11,183

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

9/3/2026

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

This notification relates to the vesting of Notional Shares under the Executive Incentive Scheme, for which Mr Kalms is entitled to receive one fully paid ordinary share in Woodside (ASX:WDS) for each Notional Share vested. The Notional Shares were granted in lieu of Restricted Shares, considering relevant securities and taxation requirements in the United States, where Mr Kalms is based. The terms of Mr Kalms’ Notional Shares were amended on 10 December 2025, such that Mr Kalms is entitled to receive Woodside shares upon vesting (no cash amount is payable on vesting).

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.

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 4 / 6

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

Issue details

Number of +securities

11,183

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity 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 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			1,901,100,143

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			11,921,032
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 6 / 6

Exhibit 99.2

Appendix 3H - Notification of cessation of securities

Announcement Summary

Entity name

WOODSIDE ENERGY GROUP LTD

Announcement Type

New announcement

Date of this announcement

Thursday March 12, 2026

Details of +securities that have ceased

ASX +security code		Security description		Number of +securities that have ceased		The +securities have ceased due to		Date of cessation
WDSAB		PERFORMANCE RIGHTS		16,154		Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied		06/03/2026

Refer to next page for full details of the announcement

Appendix 3H - Notification of cessation of securities 1 / 4

Appendix 3H - Notification of cessation of securities

Part 1 - Announcement Details

1.1 Name of +Entity

WOODSIDE ENERGY GROUP LTD

We (the entity named above) provide the following information about our issued capital.

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

12/3/2026

Appendix 3H - Notification of cessation of securities 2 / 4

Appendix 3H - Notification of cessation of securities

Part 2 - Details of +equity securities or +debt securities that have ceased

ASX +Security Code and Description

WDSAB : PERFORMANCE RIGHTS

Unquoted +equity securities that have ceased

Number of securities that have ceased

16,154

Reason for cessation

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

Date of cessation		Is the entity paying any consideration for the cessation?
6/3/2026		No

Any other information the entity wishes to notify to ASX about the cessation?

Appendix 3H - Notification of cessation of securities 3 / 4

Appendix 3H - Notification of cessation of securities

Part 3 - Issued capital following changes

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

The figures in parts 3.1 and 3.2 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.

3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)

ASX +security code and description		Total number of +securities on issue
WDS : ORDINARY FULLY PAID			1,901,100,143

3.2 Unquoted +equity securities (total number of each +class of +equity 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			757,043
WDSAF : SWEP EQUITY RIGHTS			53,743

Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

Appendix 3H - Notification of cessation of securities 4 / 4

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 34.9 KB
• EX-99.2 EX-99.2 23.0 KB