Woodside agrees to sell Sunrise stake for up to $200M

Completion is targeted for H1 2027, subject to government, regulatory and joint venture approvals.

Rhea-AI Filing Summary

Woodside Energy Group Ltd (WDS) agreed to sell its participating interest in the Sunrise Joint Venture to TIMOR GAP, including the titles containing the Greater Sunrise fields, for total consideration of up to $200 million. Completion is subject to conditions precedent, including relevant government, regulatory and joint venture approvals, and is targeted for H1 2027. Following completion, Woodside will no longer hold a participating interest in the venture.

Woodside said the agreement follows August alignment on key principles for a new Greater Sunrise Production Sharing Contract and associated fiscal framework. Chief Executive Officer Liz Westcott said the sale reflects the company’s portfolio management and capital allocation approach and would simplify its portfolio, allowing capital and management attention to focus on opportunities Woodside considers to present the greatest shareholder value. TIMOR GAP currently holds a 56.56% interest and announced on September 2, 2026, an agreement to acquire Osaka Gas’s 10% interest, subject to relevant conditions precedent.

Key Figures

Total consideration: Up to $200 million TIMOR GAP's current Sunrise Joint Venture interest: 56.56% Osaka Gas's Sunrise Joint Venture interest: 10%

3 metrics

Total consideration Up to $200 million Sale of Woodside’s participating interest in the Sunrise Joint Venture

TIMOR GAP's current Sunrise Joint Venture interest 56.56% Current interest stated in the announcement

Osaka Gas's Sunrise Joint Venture interest 10% Interest TIMOR GAP agreed to acquire, subject to relevant conditions precedent

Key Terms

participating interest, conditions precedent, Sunrise Joint Venture, Production Sharing Contract, +1 more

5 terms

participating interest technical

"sell its participating interest in the Sunrise Joint Venture"

conditions precedent regulatory

"subject to satisfaction of conditions precedent"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

Sunrise Joint Venture technical

"participating interest in the Sunrise Joint Venture"

Production Sharing Contract technical

"a new Greater Sunrise Production Sharing Contract"

A production sharing contract is an agreement where a government lets a company explore for and produce oil or gas on its territory, and the physical output is divided between the company and the government according to a preset formula. The company is typically allowed to take a portion of the production to recover its costs, with the remaining “profit” share split afterward—like one neighbor planting and tending a field and then dividing the harvest. Investors care because the split and cost-recovery rules determine how much cash and risk the company will actually keep from a project, directly affecting revenues, profitability and project valuation.

fiscal framework regulatory

"associated fiscal framework"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Woodside's Greater Sunrise sale agreement worth?

The agreement provides for total consideration of up to $200 million for Woodside’s participating interest in the Sunrise Joint Venture, including the titles containing the Greater Sunrise fields.

When is Woodside's Sunrise sale expected to complete?

Completion is targeted for H1 2027 and is subject to conditions precedent, including relevant government, regulatory and joint venture approvals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 06:03 AM EDT Accepted by SEC EDGAR 10/27/2026 - 06:01 AM EDT Learn about SEC filing dates

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 October 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 October 27, 2026, entitled “Woodside agrees Greater Sunrise sale to Timor Gap”.

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: October 27, 2026

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

Exhibit 99.1

Announcement   Tuesday 27 October, 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

WOODSIDE AGREES GREATER SUNRISE SALE TO TIMOR GAP

Woodside has entered into an agreement with TIMOR GAP to sell its participating interest in the Sunrise Joint Venture, including the titles containing the Greater Sunrise fields¹, for total consideration of up to $200 million.²

Completion of the transaction is subject to satisfaction of conditions precedent, including relevant government, regulatory and joint venture approvals, with completion targeted to occur in H1 2027.

Chief Executive Officer Liz Westcott said the transaction reflects Woodside’s disciplined approach to portfolio management and capital allocation.

“Greater Sunrise has been an important part of Woodside’s portfolio for many years, and we recognise the project has the potential to deliver long-term economic and energy security benefits for Timor-Leste and the region.

“While Sunrise remains a high-quality resource, the transaction further simplifies Woodside’s portfolio and allows capital and management attention to be focused on opportunities that present the greatest shareholder value.

“Woodside has worked closely with the Governments of Timor-Leste and Australia, TIMOR GAP and Osaka Gas to advance Greater Sunrise, including the proposed new fiscal, regulatory and legal framework required to support its future development.

“Reaching alignment on the key principles underpinning a new Greater Sunrise Production Sharing Contract and associated fiscal framework in August provides an appropriate point for Woodside to sell its participating interest to TIMOR GAP.

“We are committed to working constructively with TIMOR GAP, Osaka Gas and the Governments of Timor-Leste and Australia to support an orderly transition and preserve the progress made towards the future development of Greater Sunrise.

¹  These titles are NT/RL2, NT/RL4, JPDA PSC 03-19 and JPDA PSC 03-20, across which Woodside holds a unitised participating interest of 33.44%. The agreement also provides for a scenario where the new Greater Sunrise Production Sharing Contract contemplated in the Treaty between the Democratic Republic of Timor-Leste and Australia Establishing Their Maritime Boundaries in the Timor Sea becomes effective prior to completion of the transaction.

²  This comprises US$13.71 million payable on completion of the transaction, US$11.29 million payable following an affirmative Final Investment Decision in relation to the development of resources in the Greater Sunrise Special Regime Area for the purpose of producing LNG, and US$175 million payable within 365 days of the commencement of loading of the first LNG cargo produced from petroleum from the Greater Sunrise Special Regime Area which is for sale. The payment on completion remains subject to a post-completion adjustment for cash calls and working capital between the transaction effective date of 1 November 2026 and completion of the transaction.

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“I would like to thank the Governments of Timor-Leste and Australia, our joint venture participants, employees and the many stakeholders who have worked with Woodside on Greater Sunrise over a number of years.”

Following completion of the transaction, Woodside will no longer hold a participating interest in the Sunrise Joint Venture.

TIMOR GAP currently holds a 56.56% interest in the Sunrise Joint Venture and announced on 2 September 2026 that it had entered into an agreement with Osaka Gas to acquire Osaka Gas’ 10% interest in the Sunrise Joint Venture subject to satisfaction of relevant conditions precedent.

INVESTORS		MEDIA
Vanessa Martin		Dan Pagoda
M: +61 477 397 961		M: +61 482 675 731
E: investor@woodside.com		E: dan.pagoda@woodside.com

This announcement was approved and authorised for release by Woodside’s Disclosure Committee.

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.6 KB