WOODSIDE ENERGY GROUP LTD

UNITED STATES

SECURITIES AN

D

EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F

(Mark One)

OR

For the fiscal year ended December 31,2023

OR

OR

Date of event requiring this shell company report

Commission File No.:

001-41404

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

(Jurisdiction of incorporation or organization)

Mia Yellagonga,11 Mount Street

Perth, Western Australia 6000

(Address of principal executive offices)

Marcela Louzada

Mia Yellagonga,11 Mount Street

Perth, Western Australia 6000

Tel: +61 8 9348 4000

+61 410 471 079

E-mail:

investor@woodside.com

(Name, Telephone,

E-mail

and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares:1,898,749,771

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). ☐ Yes☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

ANNUAL REPORT 2023

This Annual Report 2023 is a summary of Woodside’s operations and activities for the 12-month period ended 31 December 2023 and financial position as at 31 December 2023. Woodside Energy Group Ltd (ABN 55 004 898 962) is the ultimate holding company of the Woodside group of companies. In this report, unless otherwise stated, references to ‘Woodside’, the ‘Group’, the ‘company’, ‘we’, ‘us’ and ‘our’ refer to Woodside Energy Group Ltd and/or its controlled entities, as a whole. The text does not distinguish between the activities of the ultimate holding company and those of its controlled entities.

This report contains references to woodside.com, and our Climate Transition Action Plan and 2023 Progress Report. These references are for the readers’ convenience only and are not incorporated by reference into this report. Similarly, the content of any other websites referred to in this report does not form part of it.

Please refer to section 6.7 - Glossary, units of measure and conversation factors for definitions of terms captured in this report.

This document is Woodside’s annual report on Form 20-F for the year ended 31 December 2023 (this “Annual Report”). Reference is made to our Australian Annual Report for the year ended 31 December 2023, which has been furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a Report on Form 6-K on 27 February 2024 and includes information that has been omitted from this Form 20-F. Only information that is included in, or expressly incorporated by reference into, this Form 20-F shall be deemed to form a part of this Annual Report.

The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov.

No material on Woodside’s website forms any part of this Annual Report. References in this Annual Report to documents on Woodside’s website are included as an aid to the location of such documents and such documents are not incorporated by reference. References to websites and our Climate Transition Action Plan and 2023 Progress Report contained in this Annual Report (including all exhibits hereto) are provided for reference only; the information contained on the referenced websites or in the Climate Transition Action Plan 2023 are not incorporated by reference in this Annual Report.

IMPORTANT CAUTIONARY INFORMATION

This report contains forward-looking statements, greenhouse gas emissions data, industry, market and competitive position data and Woodside’s Financial Statements. Please refer to section 6.8 - Information about this report for important cautionary information relating to these matters.

NON-IFRS MEASURES

Certain parts of this report contain financial measures that have not been prepared in accordance with International Financial Reporting Standards (IFRS) and are also‘non-GAAP financial measures’ (as defined in Item 10(e) of Regulation S-K under the US Securities Act of 1933, as amended). Refer to section 6.6 - Alternative performance measures for further details and a reconciliation of these measures to the most directly comparable IFRS measure presented in Woodside’s Financial Statements. Thesenon-IFRS financial measures are defined in section 6.7 - Glossary, units of measure and conversion factors.

CLIMATE AND SUSTAINABILITY

Climate and sustainability considerations are factored into Woodside’s business activities and investment decisions. A summary of Woodside’s approach to climate change for 2023 and climate-related plans, are included in our Climate Transition Action Plan and 2023 Progress Report.

ACKNOWLEDGING COUNTRY

Woodside recognises Aboriginal and Torres Strait Islander peoples as Australia’s First Peoples. We acknowledge their connection to land, waters and the environment and pay our respects to ancestors and Elders, past and present. We extend this recognition and respect to First Nations peoples and communities around the world.

Cross-Reference table to be included in the Form 20-F