MURPHY OIL CORP
For the period ended May 13, 2026. Filed Mar 27, 2026.
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May 13, 2026 · Filed Mar 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Message from the
Chair of the Board
Dear Fellow Shareholder:
Your company has a proud eighty-year legacy of exploring and producing hydrocarbons from the four corners of the globe all the while navigating the vagaries of business cycles and geopolitical upheavals and uncertainties. This proxy statement provides, not only all the necessary compensation and ownership information, but more importantly, reflects how this legacy has set a foundation for future growth and profitability.
We understand that we are stewards of your capital and manage and govern your company with that always in mind. We take very seriously that we are accountable to you first and foremost. That is why we put so much thought into this proxy statement which was done to give you clear and meaningful information when we ask for your support. We hope that you notice our efforts to make this proxy shorter, clearer and better organized.
We ask for your vote and invite you to participate in our annual meeting as well as encourage your input throughout the year.
Sincerely,
Claiborne P. Deming
Board Chair
| OUR PURPOSE We believe in providing energy that empowers people. | OUR MISSION We challenge the norm, tap into our strong legacy and use our foresight and financial discipline to deliver inspired energy solutions. | OUR VISION We see a future where we are an industry leader who is positively impacting lives for the next 100 years and beyond. |
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Notice of Annual Meeting
of Stockholders
The 2026 Annual Meeting of Stockholders of Murphy Oil Corporation, a Delaware corporation, will be held on Wednesday, May 13, 2026, at 10:00 a.m. CDT, in a virtual-only format via live webcast at www.virtualshareholdermeeting.com/MUR2026. The Proxy Statement is sent to stockholders on or about March 27, 2026.
Matters to be voted on:
| 1 | Election of Directors; |
| 2 | Advisory vote to approve executive compensation; |
| 3 | Approval of the proposed 2026 Stock Plan for Non-Employee Directors; |
| 4 | Approval of the action of the Audit Committee of the Board of Directors in appointing KPMG LLP as the Company’s independent registered public accounting firm for 2026; and |
| 5 | Such other business as may properly come before the meeting. |
Record date:
Only stockholders of record at the close of business on March 16, 2026, the record date fixed by the Board of Directors of the Company, will be entitled to notice of and to vote at the meeting or any postponement or adjournment thereof. A list of all stockholders entitled to vote will be on file at the office of the Company, 9805 Katy Freeway, G-200, Houston, Texas 77024, at least ten days before the meeting.
Your vote is very important to us and to our business:
Prior to the meeting, you may submit your vote and proxy by telephone, mobile device, the internet, or, if you received your materials by mail, you can sign and return your proxy card. Instructions on how to vote can be found on page 59.
E. Ted Botner
Executive Vice President, General Counsel and Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 2026:
We have elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to the Company’s stockholders via the internet. These rules allow us to provide information that the Company’s stockholders need while lowering the costs and accelerating the speed of delivery and reducing the environmental impact of the Annual Meeting. This Proxy Statement, along with the Company’s Annual Report to Stockholders, which includes the Company’s Form 10-K report for the year ended December 31, 2025, are available via the internet at www.proxydocs.com/MUR.
2026 PROXY STATEMENTi
Murphy Oil at a Glance
Our 2025 Financial and Operational Highlights
2025 was a pivotal year for Murphy, marked by momentum in our exploration program, strong execution in our core business, and further strengthening of our financial position. Murphy delivered strong operational and financial execution in 2025, maintaining disciplined capital allocation while advancing key exploration and development programs across the globe.
Murphy’s average production increased from 177 thousand barrels of oil equivalent per day (MBOEPD) in 2024 to 182 MBOEPD in 2025, supported by strong onshore performance and steady offshore operations. Murphy delivered some of the best wells in Company history in onshore U.S. and Canada and achieved meaningful cost improvements including a 20%year-over-year reduction in lease operating expense per BOE (LOE/BOE). In the Gulf of America, we closed the strategic acquisition of the Pioneer floating production, storage, and offloading vessel (FPSO), which enhances the economics of our high-impact Chinook #8 development well expected to come online in 2026. In Vietnam, the Lac Da Vang (Golden Camel) development progressed on budget and on schedule, remaining on track for first oil in the fourth quarter of 2026.
Murphy’s exploration and appraisal program was the highlight of the year. In 2025, we announced the Hai Su Vang-1X (Golden Sea Lion) oil discovery in Vietnam, and in early 2026, reinforced the emergence of a significant business there with the Hai Su Vang-2X appraisal well indicating resource potential toward the higher end of the previously communicated 170 to 430 MMBOE range. We also reported a smaller discovery at the Lac Da Hong-1X (Pink Camel) well in Vietnam and advanced the Cello #1 and Banjo #1 exploration wells in the Gulf of America, with both announced as discoveries in early 2026. The Hai Su Vang appraisal well indicated resource potential toward the higher end of the previously communicated 170 to 430 MMBOE range, reinforcing the emergence of a material business in Vietnam. In 2025, we expanded our exploration portfolio through acquisition of 14 blocks in the Gulf of America lease sale in December 2025. Murphy ended the year with proved reserves of 715 MMBOE, achieving 103% reserve replacement and maintaining an 11-year reserve life.
In 2025, we took steps to enhance our financial position, which culminated in the upsizing of our revolving credit facility (RCF) and refinancing of debt in early 2026. We upsized the RCF from $1.35 billion to $2.00 billion and pushed out near term debt maturities by issuing $500 million in 6.500% senior notes due 2034. Both transactions closed in early 2026 and significantly improved the Company’s liquidity and debt maturity.
The Company generated $1.2 billion of cash from continuing operations and $301.3 million in free cash flow 2,3, of which $286 million was returned to shareholders through quarterly dividends and share buybacks. With strong execution, a solid balance sheet, and a growing portfolio ofhigh-impact international opportunities, Murphy enters 2026 with the ability to invest through cycles to deliver sustainable organic growth and long-term shareholder value.
Highlights for 2025:
Operational Excellence
| ◾ | Produced 182 MBOEPD in 2025 with approximately 87 MBOPD, or ~48% oil volumes |
| ◾ | Achieved LOE/BOE of $10.89 in 2025, a 20% reduction year-over-year |
| ◾ | Drilled record longest laterals in Company history both onshore U.S. and onshore Canada |
| ◾ | Achieved a seven percent year-over-year reduction in drilling costs in the Eagle Ford Shale (EFS) while delivering the highest-performing EFS wells in Company history at Karnes and Catarina |
| ◾ | Completed the planned 2025 offshore workover program |
Expanding Multi-Basin Portfolio
| ◾ | Announced oil discoveries at the Lac Da Hong-1X (Pink Camel) and Hai Su Vang-1X (Golden Sea Lion) exploration wells in Vietnam |
| ◾ | Delivered the highly successful Hai Su Vang-2X appraisal well indicating resource potential toward the higher end of the previously communicated 170 to 430 MMBOE range |
| ◾ | Spud Cello #1 and Banjo #1 exploration wells in the Gulf of America, announcing both as oil discoveries in 20261 |
| ◾ | Progressed Lac Da Vang (Golden Camel) field development plan on budget and on schedule, remaining on track for first oil in the fourth quarter of 2026 |
Shareholder Returns & Balance Sheet
| ◾ | Returned $286 million to shareholders through $186 million in quarterly dividends and $100 million, or 3.6 million shares, in share repurchases |
| ◾ | Maintained strong liquidity of approximately $1.6 billion at December 31, 2025, including cash and undrawn RCF capacity |
| ◾ | Progressed efforts to further strengthen the Company’s financial position, including upsizing the senior unsecured revolving credit facility from $1.35 billion to $2.00 billion and refinancing notes due in 2027 and 2028 through issuance of $500 million in 6.500% senior notes due 2034 |
ii MURPHY OIL CORPORATION
Financial
$1.2 BN Approximate net cash provided by continuing operations activities (including noncontrolling interest) $301.3 MM of free cash flow2,3, with the majority returned to shareholders through quarterly dividends and share buybacks
Operations
182,000 barrels of oil equivalent per day produced with ~87 thousand barrels of oilper day 715 MM barrels of oil equivalent of proved reserves, with 103% total reserve replacement and a reserve life index of approximately 11 years
Onshore
Eagle Ford Shale
| • | Lowered Eagle Ford operating expenses by 30% year-over-year given ongoing cost saving measures |
| • | Achieved 7% year-over-year reduction in drilling costs while delivering the highest-performing Eagle Ford wells in Company history at Karnes and Catarina |
Canada
| • | Drilled the longest laterals in Company history at both Tupper Montney and Kaybob Duvernay |
| • | Maintained the Tupper Montney West plant at full capacity for five consecutive months |
Offshore
U.S. Gulf of America
| • | Produced 63 MBOEPD in FY 2025 |
Canada
| • | Produced 7 MBOEPD in FY 2025 |
Vietnam
| • | Progressed the Lac Da Vang (Golden Camel) field development project, with first oil on track for fourth quarter 2026 |
Exploration
Vietnam
| • | Announced oil discoveries at the Lac Da Hong-1X (Pink Camel) and Hai Su Vang-1X (Golden Sea Lion) exploration wells in Vietnam |
| • | Drilled the highly successful appraisal well Hai Su Vang-2X (Golden Sea Lion) which encountered 429 feet of net oil pay without reaching an oil-water contact |
Côte d’Ivoire
| • | Commenced three-well exploration program, two of the wells were drilled with non-commercial results, and the third is underway |
U.S. Gulf of America
| • | Drilled oil discoveries at Cello #1 and Banjo #11 |
| 1. | Cello #1 and Banjo #1 completed operations and were announced as discoveries in early 2026 |
| 2. | Free cash flow is calculated as net cash provided by continuing operations activities (including noncontrolling interest) and before noncash working capital changes, less property additions and dry hole costs |
| 3. | See Annex for reconciliations of non-GAAP financial measures to their most closely comparable GAAP metric |
2026 PROXY STATEMENTiii
Note: Unless otherwise noted, the financial and operating highlights and metrics discussed above exclude noncontrolling interest, thereby representing only the amounts attributable to Murphy
Forward-Looking Statements and Risks
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as “aim”, “anticipate”, “believe”, “drive”, “estimate”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “may”, “objective”, “outlook”, “plan”, “position”, “potential”, “project”, “seek”, “should”, “strategy”, “target”, “will” or variations of such words and other similar expressions. These statements, which express management’s current views concerning future events, results and plans, are subject to inherent risks, uncertainties and assumptions (many of which are beyond our control) and are not guarantees of performance. In particular, statements, express or implied, concerning the Company’s future operating results or activities and returns or the Company’s ability and intent to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control operating costs and expenditures, generate cash flows, pay down or refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, safety matters or other environmental, social and governance matters, make capital expenditures, pay and/or increase dividends or make share repurchases and other capital allocation decisions are forward-looking statements. Factors that could cause one or more of these future events, results or plans not to occur as implied by any forward-looking statement, which consequently could cause actual results or activities to differ materially from the expectations expressed or implied by such forward-looking statements, include, but are not limited to: macro conditions in the oil and natural gas industry, including supply and demand levels, actions taken by major oil exporters and the resulting impacts on commodity prices; geopolitical concerns; increased volatility or deterioration in the success rate of our exploration programs or in our ability to maintain production rates and replace reserves; reduced customer demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political and regulatory instability in the markets where we do business; the impact on our operations or markets of health pandemics and related government responses; natural hazards impacting our operations or markets; any other deterioration in our business, markets or prospects; cyber attacks and other cybersecurity risks; any failure to obtain necessary regulatory approvals; the impact of current and future laws, rulings and governmental regulations; any inability to service or refinance our outstanding debt or to access debt markets at acceptable prices; or adverse developments in the U.S. or global capital markets, credit markets, banking system or economies in general, including inflation, trade policies, tariffs and other trade restrictions. For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see “Risk Factors” in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K that we file, available from the SEC’s website and from Murphy Oil Corporation’s website at http://ir.murphyoilcorp.com. Investors and others should note that we may announce material information using SEC filings, press releases, public conference calls, webcasts and the investors page of our website. We may use these channels to distribute material information about the Company; therefore, we encourage investors, the media, business partners and others interested in the Company to review the information we post on our website. The information on our website is not part of, and is not incorporated into, this report. Each forward-looking statement contained in this report speaks only as of the date of this report. Except as required by applicable law, Murphy Oil Corporation undertakes no duty to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
iv MURPHY OIL CORPORATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.