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MURPHY OIL CORP

For the period ended May 13, 2026. Filed Mar 27, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2026 · Filed Mar 27, 2026

MUR$35.96-1.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Statement Summary and User’s Guide

Proxy Statement Summary

and User’s Guide

For More InformationBoard Recommendation
Proposal 1Election of DirectorsPage 1
Claiborne P. Deming Lawrence R. Dickerson Michelle A. Earley Eric M. HamblyElisabeth W. Keller R. Madison Murphy Jeffrey W. Nolan Robert N. Ryan, Jr.Laura A. Sugg Robert B. Tudor, III
Proposal 2Advisory Vote to Approve Executive CompensationPage 18
Proposal 3Approval of Proposed 2026 Stock Plan for Non-Employee DirectorsPage 47
Proposal 4Approval of Appointment of KPMG as Independent Registered Public Accounting FirmPage 54
INTERNETMOBILEPHONEMAILIN PERSON
Go to www.proxyvote.com. You will need the 12-digit number included in your proxy card or notice.You can scan this QR code to vote with your mobile phone. You will need the 12-digit number included in your proxy card or notice.Call 1-800-690-6903. You will need the 12-digit number included in your proxy card or notice.Send your completed and signed proxy card to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717See page 58 regarding meeting attendance.

2026 PROXY STATEMENT 57

When and Where is the Company’s Annual Meeting of Stockholders?

Date: Wednesday, May 13, 2026 Time: 10:00 a.m. Central Daylight Time / 11:00 a.m. Eastern Daylight Time Virtual Location: www.virtualshareholdermeeting.com/MUR2026

May I attend the meeting?

Attendance at the meeting is open to stockholders of record as of March 16, 2026, Company employees and guests. If you are a stockholder, regardless of the number of shares you hold, you may participate in the 2026 Annual Meeting via the virtual meeting website below:

Date: Wednesday, May 13, 2026

Time: 10:00 a.m. CDT / 11:00 a.m. EDT

Virtual Location:

www.virtualshareholdermeeting.com/MUR2026

You will need your control number included on your Notice, proxy card or voting instruction form to be admitted to the meeting as a stockholder, vote your shares and ask questions. Those without a control number may attend as guests but will not have the option to vote or ask questions during the meeting.

Stockholders are encouraged to log in to this website before the start time of the virtual-only 2026 Annual Meeting. Online check-in will begin 15 minutes prior to the start of the meeting. A technician will be available to address any technical difficulties via a phone number provided on the virtual meeting website listed above.

Who may vote?

You may vote if you were a holder of record of Murphy Oil Corporation common stock as of the close of business on March 16, 2026. Each share of common stock is entitled to one vote at the Annual Meeting. You may vote in person at the meeting, or by proxy via the methods explained on page 59 of this document.

Why should I vote?

Your vote is very important regardless of the amount of stock you hold. The Board strongly encourages you to exercise your right to vote as a stockholder of the Company.

Why did I receive a Notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

We are providing access to our proxy materials via the internet. As a result, we have sent a Notice of Internet

Availability instead of a paper copy of the proxy materials to most of our stockholders. The Notice contains instructions on how to access the proxy materials via the internet and how to request a paper copy. In addition, the website provided in the Notice allows stockholders to request future proxy materials in printed form by mail or electronically by email. A stockholder’s election to receive proxy materials by mail or email will remain in effect until the stockholder terminates it.

Why did I receive a paper copy instead of a Notice in the mail regarding the internet availability of proxy materials?

We are providing certain stockholders, including those who have previously requested paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice. If you would like to reduce the costs incurred by Murphy in mailing proxy materials and conserve natural resources, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via email. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card. When prompted, indicate that you agree to receive or access stockholder communications electronically in the future.

May I vote my stock by filling out and returning the Notice?

No. Instructions on how to access the proxy materials and vote are in the email sent to you and on the Notice.

How can I access the proxy materials through the internet?

Your Notice or proxy card will contain instructions on how to view our proxy materials for the Annual Meeting via the internet. The Proxy Statement and Annual Report are also available at www.proxydocs.com/MUR.

58 MURPHY OIL CORPORATION

VOTING PROCEDURES

The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required for approval of matters presented at the meeting. Your proxy will be voted at the meeting unless you (i) revoke it at any time before the vote by filing a revocation with the Corporate Secretary of the Company, (ii) duly execute a proxy card bearing a later date or (iii) vote at the meeting. If you voted via the Internet, mobile device or telephone, you can change your vote with a timely and valid later vote or by voting by ballot at the meeting. Proxies returned to the Company, votes cast other than at the meeting and written revocations will be disqualified if received after commencement of the meeting. If you elect to vote your proxy card or vote by telephone, mobile device or internet as described in the telephone mobile device/internet voting instructions on your proxy card or Notice, the Company will vote your shares as you direct. Your telephone/mobile device internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned your proxy card.

The presence in person or by proxy of the holders of record of a majority of the issued and outstanding Common Stock of the Company entitled to vote at the Annual Meeting shall constitute a quorum to conduct business at the Annual Meeting. Abstentions and brokernon-votes are counted for purposes of determining the presence of a quorum.

For Proposal 1, the election of directors, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting for each of the director nominees.

For Proposal 2, the advisory vote to approve executive compensation, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on the proposal.

For Proposal 3, the approval of the proposed 2026 Stock Plan for Non-Employee Directors, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on the proposal.

For Proposal 4, the approval of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year, you may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on the proposal.

“Brokernon-votes” result when brokers or nominees do not receive instruction from the beneficial owners and that broker or nominee does not have discretionary authority to vote onnon-routine matters. The proposal to approve the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year is the only routine matter on the ballot. Abstentions have the same effect of votes “AGAINST” a proposal. Brokernon-votes have no effect on the outcome of any of the proposals.

Votes cast by proxy or in person at the meeting will be counted by the persons appointed by the Company to act as Judges of Election for the meeting.

Unless specification to the contrary is made, the shares represented by the enclosed proxy, if signed and returned, will be voted FOR all the nominees for director, FOR the approval of the compensation of the Company’s Named Executive Officers, FOR the approval of the 2026 Stock Plan for Non-Employee Directors and FOR the 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.

The expenses of printing and distributing proxy material, including expenses involved in forwarding materials to beneficial owners of stock, will be paid by the Company. The Company’s officers or employees, without additional compensation, may solicit the return of proxies from certain stockholders by telephone or other means.

VOTING SECURITIES

On March 16, 2026, the record date for the meeting, the Company had 143,348,713 shares of Common Stock outstanding, all of one class and each share having one vote with respect to all matters to be voted on at the meeting. This amount does not include 51,751,915 shares of treasury stock. Information as to Common Stock ownership of certain beneficial owners and management is set forth in the tables on pages 44 and 45 (“Our Stockholders”).

2026 PROXY STATEMENT 59

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.