MURPHY OIL CORP

Previous wording

The Company faces risks in the normal course of business and through global, regional and local events that could have an adverse impact on its reputation, operations, and financial performance. The Board exercises oversight of the Company’s enterprise risk management program, which includes strategic, operational and financial matters, as well as compliance and legal risks. The Board receives updates annually on the risk management processes.

Current wording

The Company faces risks in the normal course of business and through global, regional and local events that could have an adverse impact on its reputation, operations, and financial performance. The Board exercises oversight of the Company’s enterprise risk management program, which includes strategic, operational, cybersecurity and financial matters, as well as compliance and legal risks. The Board receives updates annually on the risk management processes.

Previous wording

Volatility in the global prices of crude oil, natural gas and NGLs can significantly affect the Company’s operating results, cash flows and financial condition.

Current wording

Volatility in the global prices of oil and natural gas can significantly affect the Company’s operating results, cash flows and financial condition.

Previous wording

Among the most significant variable factors impacting the Company’s results of operations are the sales prices for crude oil and natural gas that it produces. Many of the factors influencing prices of crude oil and natural gas are beyond our control. These factors include:

Current wording

Among the most significant variable factors impacting the Company’s results of operations are the sales prices for the hydrocarbons that it produces. Many of the factors influencing prices of oil and natural gas are beyond our control. These factors include:

Previous wording

•worldwide and domestic supplies of, and demand for, crude oil, natural gas and NGLs;

Current wording

•worldwide and domestic supplies of, and demand for oil and natural gas;

Previous wording

•the production levels of non-OPEC countries, including, amongst others, production levels in the shale plays in the U.S.;

Current wording

•the production levels of non-OPEC countries, including, among others, production levels in the North American shale plays;

Previous wording

•political instability or armed conflict in oil and natural gas producing regions, such as the Russia-Ukraine conflict and Israeli-Palestinian conflict;

Current wording

•political instability or armed conflict in oil and natural gas producing regions, such as the Russia-Ukraine and Israeli-Palestinian conflicts and political instability in Venezuela and Iran;

Previous wording

•the level of drilling, completion and production activities by other exploration and production companies, and variability therein, in response to market conditions;

Current wording

•the level of drilling, completion and production activities by other E&P companies, and variability therein, in response to market conditions;

Previous wording

•technological advances affecting energy consumption and energy supply;

Current wording

•technological advances, such as artificial intelligence (AI) and data center development, affecting energy consumption and energy supply;

Previous wording

West Texas Intermediate (WTI) crude oil prices averaged $75.72 per BBL in 2024, compared to $77.62 in 2023 and $94.23 in 2022. Certain U.S. and Canadian crude oils are priced from oil indices other than WTI, and these indices are influenced by different supply and demand forces than those that affect WTI prices. The most common crude oil indices used to price the Company’s crude include Mars, WTI Houston (MEH), Heavy Louisiana Sweet (HLS) and Brent.

Current wording

West Texas Intermediate (WTI) crude oil prices averaged $64.81 per barrel in 2025, compared to $75.72 in 2024 and $77.62 in 2023. Certain U.S. and Canadian crude oils are priced from oil indices other than WTI, and these indices are influenced by different supply and demand forces than those that affect WTI prices. The most common crude oil indices used to price the Company’s crude include Mars, WTI Houston Magellan East Houston, Heavy Louisiana Sweet and Brent.

Previous wording

The average New York Mercantile Exchange (NYMEX) natural gas sales price was $2.24 per million British Thermal Units (MMBTU) in 2024, compared to $2.53 in 2023 and $6.38 in 2022. The Company also has exposure to the Canadian benchmark natural gas price, Alberta Energy Company (AECO), which averaged C$1.46 per MCF in 2024, compared to C$2.64 in 2023 and C$5.31 in 2022. The Company has entered into certain forward fixed price contracts as detailed in the “Outlook” section beginning on page 51 and spot contracts providing exposure to other market prices at specific sales points such as Malin (Oregon, U.S.) and Dawn (Ontario, Canada).

Current wording

The average New York Mercantile Exchange (NYMEX) natural gas sales price was $3.54 per million British Thermal Units (MMBTU) in 2025, compared to $2.24 in 2024 and $2.53 in 2023. The Company also has exposure to the Canadian benchmark natural gas price, Alberta Energy Company (AECO), which averaged C$1.68 per thousand cubic feet (MCF) in 2025, compared to C$1.46 in 2024 and C$2.64 in 2023. The Company has entered into certain forward fixed price contracts as detailed in the “Outlook” section beginning on page 52 and spot contracts providing exposure to other market prices at specific sales points such as Malin (Oregon, U.S.) and Dawn (Ontario, Canada).

Previous wording

Lower prices, should they occur, will materially and adversely affect our results of operations, cash flows and financial condition. Lower oil and natural gas prices could reduce the amount of oil and natural gas that the Company can economically produce, resulting in a reduction in the proved oil and natural gas reserves we could recognize, which could impact the recoverability and carrying value of our assets. The Company cannot predict how changes in the sales prices of oil and natural gas will affect the results of operations in future periods.

Current wording

Lower prices, should they occur, will materially and adversely affect our results of operations, cash flows and financial condition. Lower oil and natural gas prices could result from, among other things, increased exports from producers in Venezuela, Russia or the Middle East following resolution of conflicts or political instability in such regions. Lower oil and natural gas prices could reduce the amount of oil and natural gas that the Company can economically produce, resulting in a reduction in the proved oil and natural gas reserves we could recognize, which could impact the recoverability and carrying value of our assets. The Company cannot predict how changes in the sales prices of oil and natural gas will affect the results of operations in future periods.

Previous wording

The Company, from time to time, enters into various contracts to protect its cash flows against lower oil and natural gas prices. To the extent that the Company enters into these contracts and in the event that prices for oil and natural gas increase in future periods, the Company will not fully benefit from the price improvement on all production. See Note K for additional information on the derivative instruments used to manage certain risks related to commodity prices.

Current wording

The Company, from time to time, enters into various contracts to protect its cash flows against lower oil and natural gas prices. To the extent that the Company enters into these contracts and in the event that prices for oil and natural gas increase in future periods, the Company may not fully benefit from the price improvement on all production. See Note K for additional information on the derivative instruments used to manage certain risks related to commodity prices.

Previous wording

The Company drills exploratory wells which subject its exploration and production operating results to exposure to dry hole expense, which has in the past, and may in the future, adversely affect our results of operations. The Company plans to continue assessing exploration activities as part of its overall strategy. In 2024, the Company participated in four exploration wells. The Hai Su Vang-1X (Golden Sea Lion), Block 15/2-17 exploration well, located in offshore Vietnam, and the non-operated Ocotillo #1 (Mississippi Canyon 40) exploration well, located in the Gulf of America, resulted in commercial discoveries while the Sebastian #1 (Mississippi Canyon 387) and non-operated Orange #1 (Mississippi Canyon 216) wells, located in the Gulf of America, did not encounter commercial hydrocarbons. Additionally, the Company expensed previously suspended costs associated with the Hoffe Park #1 (Mississippi Canyon 166) well which was determined to be non-commercial. The Company has budgeted $145 million for its 2025 exploration program, which includes drilling two wells in Vietnam, two wells in the Gulf of America, and one well in Côte d’Ivoire.

Current wording

The Company drills exploratory wells which subject its E&P operating results to exposure to dry hole expense, which has in the past, and may in the future, adversely affect our results of operations. The Company plans to continue assessing exploration activities as part of its overall strategy. In 2025, the Company participated in five exploration wells. The Lac Da Hong-1X (Pink Camel), Block 15-1/05 and the Hai Su Vang-2X (Golden Sea Lion), Block 15-2/17 exploration wells, in Vietnam, resulted in commercial discoveries, while the Civette-1X (Block CI-502) exploration well, in Côte d’Ivoire, did not encounter commercial hydrocarbons. Subsequent to year end, the Banjo #1 (Mississippi Canyon 385) and Cello #1 (Mississippi Canyon 385) exploration wells, in the Gulf of America, resulted in commercial discoveries. The Company’s 2026 exploration and appraisal program capital expenditures guidance of $320 million includes drilling three wells in Vietnam and two wells in Côte d’Ivoire. One of these exploration wells in Côte d’Ivoire, Caracal-1X (Block CI-102), was completed in February 2026, and will be plugged and abandoned as a dry hole after encountering non-commercial hydrocarbon shows.

Previous wording

Murphy continually depletes its oil and natural gas reserves as production occurs. To sustain and grow its business, the Company must successfully replace the oil and natural gas it produces with additional reserves. Therefore, it must create and maintain a portfolio of good prospects for future reserves additions and production. The Company must find, acquire or develop, and produce reserves at a competitive cost to be successful in the long-term. Murphy’s ability to operate profitably in the exploration and production business, therefore, is dependent on its ability to find (and/or acquire), develop and produce oil and natural gas reserves at costs that are less than the realized sales price for these products.

Current wording

Murphy continually depletes its oil and natural gas reserves as production occurs. To sustain and grow its business, the Company must successfully replace the oil and natural gas it produces with additional reserves. Therefore, it must create and maintain a portfolio of good prospects for future reserves additions and production. The Company must find, acquire or develop, and produce reserves at a competitive cost to be successful in the long-term. Murphy’s ability to operate profitably in the E&P business, therefore, is dependent on its ability to find (and/or acquire), develop and produce oil and natural gas reserves at costs that are less than the realized sales price for these products.

Previous wording

Proved reserves of crude oil, natural gas and NGLs included in this report on pages 106 through 115 have been prepared according to the SEC guidelines by qualified company personnel or qualified independent engineers based on an unweighted average of crude oil, natural gas and NGL prices in effect at the beginning of each month of the respective year as well as other conditions and information available at the time the estimates were prepared. Estimation of reserves is a subjective process that involves professional judgment by engineers about volumes to be recovered in future periods from underground oil and natural gas reservoirs. Estimates of economically recoverable crude oil, natural gas and NGL reserves and future net cash flows depend upon a number of variable factors and assumptions, and consequently, different engineers could arrive at different estimates of reserves and future net cash flows based on the same available data and using industry accepted engineering practices and scientific methods. In 2024, 71.6% of the proved reserves were audited by third-party auditors.

Current wording

Proved reserves of crude oil, natural gas and NGLs included in this report on pages 111 through 120 have been prepared according to the SEC guidelines by qualified company personnel or qualified independent engineers based on an unweighted average of oil and natural gas prices in effect at the beginning of each month of the respective year as well as other conditions and information available at the time the estimates were prepared. Estimation of reserves is a subjective process that involves professional judgment by engineers about volumes to be recovered in future periods from underground oil and natural gas reservoirs. Estimates of economically recoverable oil and natural gas reserves and future net cash flows depend upon a number of variable factors and assumptions, and consequently, different engineers could arrive at different estimates of reserves and future net cash flows based on the same available data and using industry accepted engineering practices and scientific methods. In 2025, 95.8% of the proved reserves were audited by third-party auditors.

Previous wording

The Company’s proved undeveloped reserves represent significant portions of total proved reserves. As of December 31, 2024, and including noncontrolling interests, approximately 33% of the Company’s crude oil proved reserves, 38% of NGL proved reserves and 45% of natural gas proved reserves are undeveloped. The ability of the Company to reclassify these undeveloped proved reserves to the proved developed classification is generally dependent on the successful completion of one or more operations, which might include further development drilling, construction of facilities or pipelines and well workovers.

Current wording

The Company’s proved undeveloped reserves represent significant portions of total proved reserves. As of December 31, 2025, and including noncontrolling interests, approximately 36% of the Company’s crude oil proved reserves, 41% of NGL proved reserves and 47% of natural gas proved reserves are undeveloped. The ability of the Company to reclassify these undeveloped proved reserves to the proved developed classification is generally dependent on the successful completion of one or more operations, which might include further development drilling, construction of facilities or pipelines and well workovers.

Previous wording

The discounted future net revenues from our proved reserves as reported on pages 119 and 120 should not be considered as the market value of the reserves attributable to our properties. As required by U.S. generally accepted accounting principles (GAAP), the estimated discounted future net revenues from our proved reserves are based on an unweighted average of the oil and natural gas prices in effect at the beginning of each month during the year. Actual future prices and costs may be materially higher or lower than those used in the reserves computations.

Current wording

The discounted future net revenues from our proved reserves as reported on pages 124 and 125 should not be considered as the market value of the reserves attributable to our properties. As required by U.S. generally accepted accounting principles (GAAP), the estimated discounted future net revenues from our proved reserves are based on an unweighted average of the oil and natural gas prices in effect at the beginning of each month during the year. Actual future prices and costs may be materially higher or lower than those used in the reserves computations.

Previous wording

Certain of the Company’s major oil and natural gas producing properties are operated by others. Therefore, Murphy does not fully control all activities at certain of its revenue generating properties. During 2024, approximately 21% of the Company’s total production was at fields operated by others, while at December 31, 2024, approximately 14% of the Company’s total proved reserves were at fields operated by others.

Current wording

Certain of the Company’s major oil and natural gas producing properties are operated by others. Therefore, Murphy does not fully control all activities at certain of its revenue generating properties. During 2025, approximately 19% of the Company’s total production was at fields operated by others, while at December 31, 2025, approximately 12% of the Company’s total proved reserves were at fields operated by others.

Previous wording

Murphy’s business is subject to operational hazards, severe weather events, physical security risks and risks normally associated with the exploration and production of oil and natural gas, which could become more significant as a result of climate change.

Current wording

Murphy’s business is subject to operational hazards, severe weather events, physical security risks and risks normally associated with the E&P of oil and natural gas, which could become more significant as a result of climate change.

Previous wording

The Company’s operations are subject to various international, foreign, national, state, provincial and local environmental, health and safety laws, regulations, governmental actions and permit requirements, including related to the generation, storage, handling, use, disposal and remediation of petroleum products, wastewater and hazardous materials; the emission and discharge of such materials to the environment, including methane and other GHG emissions; wildlife, habitat and water protection; water access, use and disposal; the placement, operation and decommissioning of production equipment; the health and safety of our employees, contractors and communities where our operations are located, including indigenous communities; and the causes and impacts of climate change. The laws, regulations, governmental actions and permit requirements are subject to frequent change and have tended to become stricter over time and at times may be motivated by political considerations. They can impose permitting and financial assurance obligations, as well as operational controls and/or siting constraints on our business, and can result in additional capital and operating expenditures. For example, in March 2024, the U.S. EPA published its final rule regulating methane and volatile organic compounds emissions in the oil and gas industry which, among other things, requires periodic inspections to detect leaks (and subsequent repairs), places stringent restrictions on venting and flaring of methane, and establishes a program whereby third parties can monitor and report large methane emissions to the U.S. EPA. In November 2024, the U.S. EPA published its final rule implementing a charge on large emitters of waste methane from the oil and gas sector. The charge, referred to as the WEC, is a component of the Biden Administration’s Methane Emissions Reduction Program to limit methane emissions from the oil and gas industry under the IRA of 2022. In addition, it is possible in the future that certain regulatory bodies such as the Railroad Commission of Texas may enact regulation that bans or reduces flaring for U.S. Onshore operations, and certain regulatory bodies in Canada may decide to revoke permits or pause the issuance of permits as a result of non-compliance with, or litigation related to, environmental, health and safety laws and regulations. Compliance with such regulations could result in capital investment or operating costs which would reduce the Company’s net cash flows and profitability.

Current wording

The Company’s operations are subject to various international, foreign, national, state, provincial and local environmental, health and safety laws, regulations, governmental actions and permit requirements, including related to the generation, storage, handling, use, disposal and remediation of petroleum products, wastewater and hazardous materials; the emission and discharge of such materials to the environment, including methane and other GHG emissions; wildlife, habitat and water protection; water access, use and disposal; the placement, operation and decommissioning of production equipment; the health and safety of our employees, contractors and communities where our operations are located, including indigenous communities; and the causes and impacts of climate change. The laws, regulations, governmental actions and permit requirements are subject to frequent change and have tended to become stricter over time and at times may be motivated by political considerations. They can impose permitting and financial assurance obligations, as well as operational controls and/or siting constraints on our business, and can result in additional capital and operating expenditures. For example, in March 2024, the EPA published New Source Performance Standards and Emissions Guidelines for the oil and gas industry regulating methane and volatile organic compounds emissions in the oil and gas industry which, among other things, requires periodic inspections to detect leaks (and subsequent repairs), places stringent restrictions on venting and flaring of methane, and establishes a program whereby third parties can monitor and report large methane emissions to the EPA. However, in December 2025, the EPA issued a final rule extending several compliance deadlines and timeframes associated with the new rules. In November 2024, the EPA published its final rule implementing a charge on large emitters of waste methane from the oil and gas sector. The charge, referred to as the WEC, is a component of the Biden Administration’s Methane Emissions Reduction Program to limit methane emissions from the oil and gas industry under the IRA of 2022. In March 2025, however, this rule was disapproved by a joint Congressional resolution, and the OBBBA passed in July 2025 extended the imposition of the WEC until 2034. In addition, it is possible in the future that certain regulatory bodies such as the Railroad Commission of Texas may enact regulation that bans or reduces flaring for U.S. Onshore operations, and certain regulatory bodies in Canada may decide to revoke permits or pause the issuance of permits as a result of non-compliance with, or litigation related to, environmental, health and safety laws and regulations. Compliance with such regulations could result in capital investment or operating costs which would reduce the Company’s net cash flows and profitability.

Previous wording

The Company primarily uses hydraulic fracturing in the Eagle Ford Shale in South Texas and in Kaybob Duvernay and Tupper Montney in Western Canada. Texas law imposes permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations, as well as public disclosure of certain information regarding the components used in the hydraulic fracturing process. Regulations in the provinces of British Columbia and Alberta also govern various aspects of hydraulic fracturing activities under their jurisdictions. It is possible that Texas, other states in which we may conduct fracturing in the future, the U.S., Canadian provinces and certain municipalities may adopt further laws or regulations which could render the process unlawful, less effective or drive up its costs. If any such action is taken in the future, the Company’s production levels could be adversely affected, or its costs of drilling and completion could be increased. Once new laws and/or regulations have been enacted and adopted, the costs of compliance are appraised.

Current wording

British Columbia and Alberta also govern various aspects of hydraulic fracturing activities under their jurisdictions. It is possible that Texas, other states in which we may conduct fracturing in the future, the U.S., Canadian provinces and certain municipalities may adopt further laws or regulations which could render the process unlawful, less effective or drive up its costs. If any such action is taken in the future, the Company’s production levels could be adversely affected, or its costs of drilling and completion could increase. Once new laws and/or regulations have been enacted and adopted, the costs of compliance are appraised.

Previous wording

In addition, various executive orders by the Biden Administration and the Department of Interior over the course of 2021 regarding a temporary suspension of normal-course issuance of permits for fossil fuel development on federal lands and a pause on new oil and natural gas leases on public lands and offshore waters, and the Secretary of the Interior’s overhaul of permitting and leasing regulations and rates, finalized in April 2024, could adversely impact Murphy’s operations. These developments demonstrate the uncertainty regarding the regulation of oil and natural gas related to shifts in political power in the U.S. For further details, see “Risk Factors – General Risk Factors – Murphy’s operations and earnings have been and will continue to be affected by domestic and worldwide political developments.”

Current wording

In addition, various executive orders by the Biden Administration and the Department of Interior over the course of 2021 regarding a temporary suspension of normal-course issuance of permits for fossil fuel development on federal lands and a pause on new oil and natural gas leases on public lands and offshore waters, and the Secretary of the Interior’s overhaul of permitting and leasing regulations and rates, finalized in April 2024, could adversely impact Murphy’s operations. While certain aspects of the April 2024 final rule remain in effect, the OBBBA reversed the increases to royalty rates and increased U.S. lease sales both onshore and offshore. Further in May 2025, the Department of Interior announced a policy update designed to expedite oil and gas leasing on onshore public lands. These developments demonstrate the uncertainty regarding the regulation of oil and natural gas related to shifts in political power in the U.S. For further details, see “Risk Factors – General Risk Factors – Murphy’s operations and earnings have been and will continue to be affected by domestic and worldwide political developments.”

Previous wording

Opposition toward oil and natural gas drilling, development, and production activity has been growing globally. Companies in the oil and natural gas industry are often the target of activist efforts from both individuals and nongovernmental organizations and other stakeholders regarding safety, human rights, climate change, environmental matters, sustainability, and business practices. Anti‑development activists are working to, among other things, delay or cancel certain operations such as offshore drilling and development or onshore hydraulic fracking.

Current wording

Opposition toward oil and natural gas drilling, development, and production activity has grown globally. Companies in the oil and natural gas industry are often the target of activist efforts from both individuals and nongovernmental organizations and other stakeholders regarding safety, human rights, climate change, environmental matters, sustainability, and business practices. Anti‑development activists are working to, among other things, delay or cancel certain operations such as offshore drilling and development, onshore hydraulic fracking, and construction of pipelines for oil and natural gas.

Previous wording

We may face increased scrutiny from investors and other stakeholders related to our sustainability activities, including the goals, targets and objectives we announce, our methodologies and timelines for pursuing them and related disclosures. If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment or business partner could be negatively affected. Similarly, our failure or perceived failure to pursue or fulfill our sustainability-focused goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.

Current wording

We may face increased scrutiny from investors and other stakeholders related to our sustainability activities, including the goals, targets and objectives we announce, our methodologies and timelines for pursuing them and related disclosures. If our sustainability practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our attractiveness as an investment or business partner could be negatively affected. Similarly, our failure or perceived failure to pursue or fulfill our sustainability-focused goals, targets and objectives, to comply with ethical, environmental or other standards, regulations or expectations or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation. In recent years, certain stakeholders and regulators have also proposed “anti-ESG” policies, legislation or initiatives. This divergence in stakeholder expectations could expose us to reputational risks and potentially disrupt relationships with certain stakeholders.

Previous wording

Murphy usually must spend and risk a significant amount of capital to find and develop reserves before revenue is generated from production. Although most capital needs are funded from operating cash flow, the timing of cash flows from operations and capital funding requirements may not always coincide, and the levels of cash flow generated by operations may not fully cover capital funding requirements, especially in periods of low commodity prices. Therefore, the Company maintains financing arrangements with lending institutions to meet certain funding needs. The Company periodically renews these financing arrangements based on foreseeable financing needs or as they expire. During the fourth quarter of 2024, the Company entered into a credit agreement governing a $1.35 billion revolving credit facility (RCF). The RCF is a senior unsecured guaranteed facility and will expire in October 2029. As of December 31, 2024, the Company had no outstanding borrowings under the RCF. See Note F for further details on the RCF.

Current wording

Murphy usually must spend and risk a significant amount of capital to find and develop reserves before revenue is generated from production. Although most capital needs are funded from operating cash flow, the timing of cash flows from operations and capital funding requirements may not always coincide, and the levels of cash flow generated by operations may not fully cover capital funding requirements, especially in periods of low commodity prices. Therefore, the Company maintains financing arrangements with lending institutions to meet certain funding needs. The Company periodically renews these financing arrangements based on foreseeable financing needs or as they expire. Subsequent to year end, in January 2026, the Company entered into an amendment (the “Second Amendment”) to its credit agreement governing a $2.00 billion senior unsecured guaranteed revolving credit facility (Amended RCF) with a maturity date in January 2031. As of December 31, 2025, the Company had $100 million outstanding borrowings under the previous senior unsecured guaranteed revolving credit facility (RCF). See Note F for further details on the RCF.

Previous wording

Further, changes in investors’ sentiment or view of risk of the exploration and production industry, including as a result of concerns over climate change, could adversely impact the availability of future financing. Specifically, certain financial institutions (including certain investment advisors and sovereign wealth, pension and endowment funds), in response to concerns related to climate change and the requests and other influence of environmental groups and similar stakeholders, have elected to shift some or all of their investments away from fossil fuel-related sectors, and additional financial institutions and other investors may elect to do likewise in the future. As a result, fewer financial institutions and other investors may be willing to invest in, and provide capital to, companies in the oil and natural gas sector, which, in turn, could adversely impact our cost of capital.

Current wording

Further, changes in investors’ sentiment or view of risk of the E&P industry, including as a result of concerns over climate change, could adversely impact the availability of future financing. Specifically, certain financial institutions (including certain investment advisors and sovereign wealth, pension and endowment funds), in response to concerns related to climate change and the requests and other influence of environmental groups and similar stakeholders, have elected to shift some or all of their investments away from fossil fuel-related sectors, and additional financial institutions and other investors may elect to do likewise in the future. As a result, fewer financial institutions and other investors may be willing to invest in, and provide capital to, companies in the oil and natural gas sector, which, in turn, could adversely impact our cost of capital.

Previous wording

We may be unable to meet our capital allocation framework of returning a percentage of adjusted free cash flow to shareholders through share repurchases and potential dividend increases, which could decrease expected returns on an investment in our common stock.

Current wording

We may be unable to meet our capital allocation plan of returning a percentage of adjusted free cash flow (FCF) to shareholders through share repurchases and potential dividend increases, which could decrease expected returns on an investment in our common stock.

Previous wording

Our capital allocation framework includes returning a percentage of adjusted free cash flow to shareholders through share repurchases and potential dividend increases. We may, from time to time, redeem, repurchase, retire or otherwise acquire our outstanding debt through privately negotiated transactions, open market purchases, redemptions, tender offers or otherwise, but we are under no obligation to do so. There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.

Current wording

Our capital allocation plan includes returning a percentage of adjusted FCF to shareholders through share repurchases and potential dividend increases. We may, from time to time, redeem, repurchase, retire or otherwise acquire our outstanding debt through privately negotiated transactions, open market purchases, redemptions, tender offers or otherwise, but we are under no obligation to do so. There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.

Previous wording

In connection with our capital allocation framework, the Board authorized a share repurchase program, as described in this Form 10-K report. Share repurchases and dividends are authorized and determined by the Board at its sole discretion and depend upon a number of factors, including available liquidity, market conditions, applicable legal requirements and other factors. We can provide no assurance that we will make share repurchases or pay dividends in accordance with our capital allocation framework, or at all. Any elimination of, or downward revision in, our share repurchase program, dividend payment plans, or capital allocation framework could have an adverse effect on the market price of our common stock.

Current wording

In connection with our capital allocation plan, the Board authorized a share repurchase program, as described in this Form 10-K report. Share repurchases and dividends are authorized and determined by the Board at its sole discretion and depend upon a number of factors, including available liquidity, market conditions, applicable legal requirements and other factors. We can provide no assurance that we will make share repurchases or pay dividends in accordance with our capital allocation plan, or at all. Any elimination of, or downward revision in, our share repurchase program, dividend payment plans, or capital allocation plan could have an adverse effect on the market price of our common stock.

Previous wording

Meeting our capital allocation framework strategy requires us to generate consistent adjusted free cash flow and have available capital in the years ahead in an amount sufficient to enable us to maintain a conservative capital structure and liquidity position and invest in organic and inorganic growth, as well as to return a significant portion of the cash generated to shareholders through share repurchases and potential dividend increases. The amount of adjusted free cash flow returned in any quarter during the year may vary and may be more or less than our capital allocation framework. We may not meet this goal if we use our available cash to satisfy other priorities, if we have insufficient funds available to repurchase shares or pay dividends, or if the Board determines to change or discontinue share repurchases or dividend payments.

Current wording

Meeting our capital allocation plan strategy requires us to generate consistent adjusted FCF and have available capital in the years ahead in an amount sufficient to enable us to maintain a conservative capital structure and liquidity position and invest in organic and inorganic growth, as well as to return a significant portion of the cash generated to shareholders through share repurchases and potential dividend increases. The amount of adjusted FCF returned in any quarter during the year may vary and may be more or less than our capital allocation plan. We may not meet this goal if we use our available cash to satisfy other priorities, if we have insufficient funds available to repurchase shares or pay dividends, or if the Board determines to change or discontinue share repurchases or dividend payments.

Previous wording

A number of actuarial assumptions impact funding requirements for the Company’s retirement plans. The most significant of these assumptions include return on assets, long-term interest rates and mortality. If the actual results for the plans vary significantly from the actuarial assumptions used, or if laws regulating such retirement plans are changed, Murphy could be required to make more significant funding payments to one or more of its retirement plans in the future and/or it could be required to record a larger liability for future obligations in its Consolidated Balance Sheet.

Current wording

A number of actuarial assumptions impact funding requirements for the Company’s retirement plans. The most significant of these assumptions include return on assets, long-term interest rates and mortality. If the actual results for the plans vary significantly from the actuarial assumptions used, or if laws regulating such retirement plans are changed, Murphy could be required to make more significant funding payments to one or more of its retirement plans in the future and/or it could be required to record a larger liability for future obligations in its Consolidated Balance Sheets.

Previous wording

The Company often experiences pressure on its operating and capital expenditures in periods of strong crude oil and natural gas prices because an increase in exploration and production activities due to high oil and natural gas sales prices generally leads to higher demand for, and consequently higher costs for, goods and services in the oil and natural gas industry. In addition, periods of inflationary pressure in the wider economy, as seen during 2022, can also lead to a similar increase in the cost of goods and services for the Company. Murphy has a dedicated department focused on managing supply chain and input costs. Murphy also has certain transportation, processing and production handling services costs fixed through long-term contracts and commitments and therefore is partly protected from the increasing price of services. However, from time to time, Murphy will seek to enter new commitments, exercise options to extend contracts and retender contracts for rigs and other industry services which could expose Murphy to the impact of higher prices.

Current wording

The Company often experiences pressure on its operating and capital expenditures in periods of strong crude oil and natural gas prices because an increase in E&P activities due to high oil and natural gas sales prices generally leads to higher demand for, and consequently higher costs for, goods and services in the oil and natural gas industry. In addition, periods of inflationary pressure in the wider economy, as seen during 2022, can lead to a similar increase in the cost of goods and services for the Company. Further, from time to time, Murphy will seek to enter new commitments, exercise options to extend contracts and retender contracts for rigs and other industry services which could expose Murphy to the impact of higher prices.

Previous wording

The future impact of any health epidemic, pandemic (such as COVID-19) or similar outbreak cannot be predicted, and any resurgence of disease may cause additional volatility in commodity prices. See “Risk Factors - Price Risk Factors – Volatility in the global prices of crude oil, natural gas and NGLs can significantly affect the Company’s operating results.”

Current wording

The future impact of any health epidemic, pandemic (such as COVID-19) or similar outbreak cannot be predicted, and any resurgence of disease may cause additional volatility in commodity prices. See “Risk Factors - Price Risk Factors – Volatility in the global prices of oil and natural gas can significantly affect the Company’s operating results, cash flows and financial condition.”

Previous wording

If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions in connection with an epidemic, pandemic or similar outbreak, our operations will likely be impacted and our ability to produce oil, natural gas and NGLs will likely decrease. We may be unable to perform fully on our commitments, and our costs may increase as a result of such epidemic, pandemic or similar outbreak. These cost increases may not be fully recoverable or adequately covered by insurance.

Current wording

If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions in connection with an epidemic, pandemic or similar outbreak, our operations will likely be impacted and our ability to produce oil and natural gas will likely decrease. We may be unable to perform fully on our commitments, and our costs may increase as a result of such epidemic, pandemic or similar outbreak. These cost increases may not be fully recoverable or adequately covered by insurance.

Previous wording

We are subject to income- and non-income-based taxes in the U.S. under federal, state and local jurisdictions and in the foreign jurisdictions in which we operate. Tax laws and regulations, or their interpretation, and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our tax liabilities could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structure. In recent years, multiple domestic and international tax proposals have been introduced that, if enacted into law would impose greater tax burdens on certain multinational enterprises. For example, the Organization for Economic Co-operation and Development (OECD) continues to advance proposals or guidance in international taxation, including the establishment of model rules for a new 15% global minimum tax on certain multinational enterprises, also known as Pillar Two. Many countries have implemented or are in the process of implementing these model rules. While we do not currently expect that Pillar Two will have a material impact on our results of operations, we continue to monitor the impact as countries implement legislation and the OECD provides additional guidance. In addition, the IRA, enacted in the U.S. on August 16, 2022, imposes several new taxes that were effective in 2023, including, but not limited to, a 15% corporate book minimum tax for taxpayers with adjusted financial statement income exceeding an average of $1 billion over a three-year testing period and a 1% excise tax on certain stock repurchases made after December 31, 2022. We continue to analyze the potential impact of the IRA on our consolidated financial statements and to monitor guidance issued by the U.S. Department of the Treasury. It is possible that further changes may be enacted to U.S. and international tax rules and regulations, including the U.S. corporate tax system, which could have a material effect on our consolidated cash taxes in the future.

Current wording

We are subject to income- and non-income-based taxes in the U.S. under federal, state and local jurisdictions and in the foreign jurisdictions in which we operate. Tax laws and regulations, or their interpretation, and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our tax liabilities could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structure. In recent years, multiple domestic and international tax proposals have been introduced that, if enacted into law would impose greater tax burdens on certain multinational enterprises. For example, the Organization for Economic Co-operation and Development (OECD) continues to advance proposals or guidance in international taxation, including the establishment of a global minimum tax on certain multinational enterprises, also known as Pillar Two. In June 2025, the U.S. reached an understanding with the Group of Seven (G7) members that the U.S. would remove a proposed retaliatory tax from the OBBBA in exchange for an exclusion of U.S. parented groups from certain aspects of Pillar Two. This understanding was non-binding and included only the G7 states. However, the OECD released significant administrative guidance on January 5, 2026, which is intended to resolve uncertainty regarding how Pillar Two will apply to U.S. parented groups. In this regard, the administrative guidance introduced a safe harbor that should effectively deem the U.S. tax system to be compliant with Pillar Two and therefore exempt U.S. parented groups from the scope of certain taxes, which should simplify ongoing compliance for affected enterprises. While we do not currently expect that Pillar Two will have a material impact on our results of operations, we continue to monitor the impact as the OECD provides additional guidance and countries implement legislation. Further, the OBBBA, enacted in the U.S. on July 4, 2025, includes a broad range of tax reform provisions affecting corporations. We continue to analyze the potential impact of the OBBBA on our consolidated financial statements and to monitor guidance issued by the U.S. Department of the Treasury. It is possible that further changes may be enacted to U.S. and international tax rules and regulations, including the U.S. corporate tax system, which could have a material effect on our consolidated cash taxes in the future.

Previous wording

The oil and natural gas industry has become increasingly dependent on digital technologies to conduct exploration, development, and production activities. We are no exception to this trend. As a company, we depend on these technologies to estimate quantities of oil and natural gas reserves, process and record financial and operating data, analyze seismic and drilling information, communicate internally and externally, and conduct many other business activities.

Current wording

The oil and natural gas industry has become increasingly dependent on digital technologies to conduct exploration, development, and production activities. We depend on these technologies to estimate quantities of oil and natural gas reserves, process and record financial and operating data, analyze seismic and drilling information, communicate internally and externally, and conduct many other business activities.

Previous wording

Maintaining the security of our technology and data and preventing breaches is critical to our business operation. We rely on our information systems, and our cybersecurity training and policies, to protect and secure intellectual property, strategic plans, customer information, and personally identifiable information of both our employees and our customers.

Current wording

Maintaining the security of our technology and data and preventing breaches is critical to our business operation. We rely on our information systems and cybersecurity controls, training, and policies to protect and secure information technology (IT), operational technology (OT), including industrial control and supervisory control and data acquisition systems and the intellectual property, strategic plans, customer information, and personally identifiable information of both our employees and our customers contained within those information systems.

Previous wording

A digital infrastructure failure or a successfully executed, undetected cyberattack could significantly disrupt business operations. For example, it might lead to downtime, revenue loss, diversion of management or work force attention, and increased costs for remediation. Additionally, the compromise, theft, or unauthorized release of critical data could damage our reputation, weaken our competitive edge, negatively impact our financial stability and expose us to legal risk in multiple jurisdictions. Due to the nature of cyberattacks, breaches to our systems could go undetected for a prolonged period of time. Nevertheless, even if we successfully defend our own digital infrastructure, we also rely on our customers and suppliers, with whom we may share data and services, to protect their digital infrastructure and services from cybersecurity incidents.

Current wording

A digital infrastructure failure or a successfully executed, undetected cyberattack could significantly disrupt business operations. For example, it might lead to downtime, revenue loss, diversion of management or work force attention, and increased costs for remediation. Additionally, the compromise, theft, or unauthorized release of critical data could damage our reputation, weaken our competitive edge, negatively impact our financial stability, and expose us to legal risk in multiple jurisdictions. Due to the sophisticated nature of cyberattacks, breaches to our systems could go undetected for a prolonged period of time. Additionally, we are increasingly vulnerable to cybersecurity incidents originating within our supply chain, including compromises of third-party vendors, software providers, cloud platforms, and other external partners whose environments we depend on. Even if we successfully defend our own digital infrastructure, weaknesses or breaches within these third-party environments could compromise our data, disrupt our operations, harm our individuals, have a material financial impact on the business, or create attack paths into our systems.

Previous wording

As the sophistication of cyber threats continues to evolve, including through the use of artificial intelligence, we may be required to dedicate additional resources to continue to modify or enhance our security measures, or to investigate and remediate any discovered vulnerabilities to cyberattacks. In addition, laws and regulations governing, or proposed to govern, cybersecurity, data privacy and protection and the unauthorized disclosure of confidential or protected information, including legislation in domestic and international jurisdictions, pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability. Additionally, new regulations or legislation may affect our current uses of protected information and require us to modify how we collect, protect, process or disclose such information.

Current wording

As the sophistication of such cyber threats continues to evolve, including through the use of AI, we will likely be required to dedicate further resources to continue to modify or enhance our security measures, or to investigate and remediate any discovered vulnerabilities to cyberattacks. In addition, laws and regulations governing, or proposed to govern, cybersecurity, data privacy and protection and the unauthorized disclosure of confidential or protected information, including legislation in domestic and international jurisdictions, pose increasingly complex compliance challenges and potentially elevate costs, and any actual or perceived failure to comply with these laws and regulations could result in significant penalties, fines, judgments, reputational harm and legal liability. Additionally, new regulations or legislation may affect our current uses of protected information and require us to modify how we collect, protect, process, or disclose such information.

Previous wording

We are incorporating artificial intelligence technologies into our processes and these technologies may present business, compliance, and reputational risks.

Current wording

We are incorporating AI technologies into our processes, and these technologies may present business, compliance, and reputational risks.