Woodside Energy (ASX: WDS) grants 119,926 unquoted rights to director Westcott

Rhea-AI Filing Summary

Woodside Energy Group Ltd filed a Form 6-K summarizing two ASX announcements. The first is an Appendix 3Y change of director’s interest notice for director Elizabeth (Liz) Morton Westcott. The second is an Appendix 3G notification of new unquoted equity securities issued under an employee incentive scheme.

Under the scheme, Woodside issued 119,926 unquoted rights (ASX code WDSAL) on 5 May 2026, classified as “Other securities” not intended to be quoted on ASX. These rights were issued to key management personnel, specifically Elizabeth (Liz) Westcott. Following this issue, Woodside reports 1,901,100,143 ordinary fully paid shares on issue and 12,484,678 WDSAL rights outstanding, along with other unquoted equity rights classes.

Key Figures

New rights issued: 119,926 rights Ordinary shares on issue: 1,901,100,143 shares Total WDSAL rights: 12,484,678 rights +5 more

8 metrics

New rights issued 119,926 rights WDSAL rights issued on 5 May 2026 under employee incentive scheme

Ordinary shares on issue 1,901,100,143 shares WDS ordinary fully paid shares quoted on ASX after the issue

Total WDSAL rights 12,484,678 rights Unquoted WDSAL rights on issue after the reported grant

WDSAE equity rights 3,192,942 rights Unquoted WEP equity rights (WDSAE) on issue

WDSAB performance rights 492,987 rights Unquoted performance rights (WDSAB) on issue

Listing Rule exception Exception 14, Listing Rule 7.2 Basis for issuing rights without security holder approval

Announcement date 12 May 2026 Date of ASX announcements and Form 6-K exhibit references

Rights issue date 5 May 2026 Date WDSAL rights were issued under the scheme

Key Terms

Appendix 3Y, Appendix 3G, unquoted equity securities, employee incentive scheme, +2 more

6 terms

Appendix 3Y regulatory

"Exhibit 99.1 APPENDIX 3Y (CHANGE OF DIRECTOR’S INTEREST NOTICE)"

Appendix 3G regulatory

"Exhibit 99.2 Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities"

unquoted equity securities financial

"Notification of issue, conversion or payment up of unquoted equity securities"

employee incentive scheme financial

"Other securities issued under an employee incentive scheme that are not intended to be quoted on ASX"

key management personnel (KMP) financial

"Were any of the +securities issued to +key management personnel (KMP) or an +associate?"

Listing Rule 7.2 regulatory

"Were the +securities issued under an exception in Listing Rule 7.2"

Form 6-K: How Foreign Companies Report to the SEC →

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 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 May  12, 2026, entitled “Appendix 3Y (L Westcott)”.
99.2		A copy of the registrant’s ASX Announcement, dated May  12, 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: May 12, 2026

WOODSIDE ENERGY GROUP LTD
By:		/s/ Damien Gare
		Damien Gare
		Corporate Secretary

Exhibit 99.1

  Announcement   Tuesday, 12 May 2026   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 Vanessa Martin M: +61 477 397 961 E: investor@woodside.com		MEDIA Christine Abbott M: +61 484 112 469 E: christine.abbott@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		Elizabeth (Liz) Morton Westcott
Date of last notice		18 March 2026

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.				N/A
Date of change				5 May 2026
No. of securities held prior to change				Direct: 220,394 Performance Rights held as Variable Annual Remuneration (VAR) Indirect: 123,109 Restricted Shares held by CPU Share Plans Pty Limited as trustee of Woodside Equity Plans Trust 422 WEP Rights held by J Westcott
Class				Rights
Number acquired				119,926
Number disposed				Nil

+ 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				Estimated offer value of A$24.05 per share. The allocation of Performance Rights was approved by shareholders at the company’s Annual General Meeting (AGM) on 23 April 2026.
No. of securities held after change				Direct: 340,320 Performance Rights held as VAR Indirect: 123,109 Restricted Shares held by CPU Share Plans Pty Limited as trustee of Woodside Equity Plans Trust 422 WEP Rights held by J Westcott
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back				119,926 Performance Rights allocated on 5 May 2026 in accordance with Item 4 passed by shareholders at the company’s AGM. The key terms of the Performance Rights are set out in the Notice of Annual General Meeting 2026 and the 2025 Remuneration Report, which appears on pages 146 to 175 of the 2025 Annual Report.

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
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

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Appendix 3Y

Change of Director’s Interest Notice

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

Exhibit 99.2

 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

Tuesday May 12, 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			119,926			05/05/2026

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

12/5/2026

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:

+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 / 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

ASX +security code and description

WDSAL : RIGHTS

Date the +securities the subject of this notification were issued

5/5/2026

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				Elizabeth (Liz) Westcott				119,926

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 as part of Ms Westcott’s 2026 LTI award. 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 vesting of the Rights.

Further information regarding the terms of the Rights can be found in Woodside’s Notice of Annual General Meeting 2026 which is available at the following link: https://www.woodside.com/docs/default-source/asx-announcements/2026/022-notice-of-annual-general-meeting-2026.pdf?sfvrsn=9eaa1e12_3 and the 2025 Remuneration Report which appears on pages 146 to 175 of the 2025 Annual Report.

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 2026 Annual General Meeting held on 23 April 2026.

Issue details

Number of +securities

119,926

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

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			12,484,678
WDSAE : WEP EQUITY RIGHTS			3,192,942
WDSAB : PERFORMANCE RIGHTS			492,987

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 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

14

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

FAQ

What does Woodside Energy Group Ltd (WDS) disclose in this Form 6-K?

Woodside Energy Group Ltd discloses two ASX announcements: an Appendix 3Y change of director’s interest notice for Elizabeth Westcott and an Appendix 3G notification of new unquoted rights issued under an employee incentive scheme, all dated 12 May 2026.

How many new rights were issued under Woodside (WDS) employee incentive scheme?

Woodside issued 119,926 unquoted rights (ASX code WDSAL) on 5 May 2026. These rights are classified as other securities under an employee incentive scheme and are not intended to be quoted on ASX, according to the Appendix 3G disclosure.

Who received the new WDSAL rights reported in the Woodside Appendix 3G?

The new WDSAL rights were issued to key management personnel, specifically director Elizabeth (Liz) Westcott. Appendix 3G lists her as both the key management person and the registered holder for 119,926 rights issued under the employee incentive scheme.

What are Woodside’s total ordinary shares on issue after this rights issuance?

Woodside reports 1,901,100,143 ordinary fully paid shares (code WDS) on issue. This figure appears in Part 4.1 of the Appendix 3G and represents the total number of quoted ordinary securities following the reported employee incentive rights issue.

How many WDSAL rights does Woodside have on issue after the transaction?

After the reported issue, Woodside has 12,484,678 WDSAL rights on issue. This total appears in Part 4.2 of the Appendix 3G and represents all unquoted rights in that class currently outstanding, including the 119,926 rights granted.

Did Woodside require shareholder approval for the new WDS incentive rights?

Woodside states that the rights were issued under an exception in Listing Rule 7.2, so the issue did not require security holder approval under Listing Rule 7.1. Appendix 3G identifies exception number 14 as the applicable provision.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 34.4 KB
• EX-99.2 EX-99.2 31.2 KB