SEC Form DEF 14A filed by Murphy Oil Corporation

  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

 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:

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

Murphy Oil Corporation

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.

 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 of high-impact international opportunities, Murphy enters 2026 with the ability to invest through cycles to deliver sustainable organic growth and long-term shareholder value.

Exploration

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.

Table of Contents

The solicitation of the enclosed proxy is made on behalf of the Board of Directors of Murphy Oil Corporation (the “Board”) for use at the Annual Meeting of Stockholders to be held on May 13, 2026. It is expected that this Proxy Statement and related materials will first be provided to stockholders on or about March 27, 2026. The complete mailing address of the Company’s principal executive office is 9805 Katy Freeway, G-200, Houston, Texas 77024. References in this Proxy Statement to “we,” “us,” “our,” “the Company”, “Murphy Oil” and “Murphy” refer to Murphy Oil Corporation and its consolidated subsidiaries.

 Who We Are

This proxy statement provides detailed information on a wide range of topics. Of all the matters presented for your vote, one of the most important is who you, our investors, elect to serve on our Board of Directors.

For that reason, we begin with information about our directors, including who they are, how they are selected and elected, how they govern and are governed, how they are compensated, and how you can communicate with them.

As you review the pages that follow, you will see that our Board’s composition reflects the Company’s strategic and operational priorities, as well as our personal and corporate values. Our directors collectively bring experience and perspectives that support Murphy’s strategy and long-term performance, including:

COMPOSITION OF THE BOARD

 Who We Are

				Board Committees   • Audit   • Compensation   • Health, Safety, Environment and Corporate Responsibility   Other Public Company Directorships   • Adams Resources & Energy, Inc., Houston, Texas, until January 2025   Principal occupation or employment   • Senior Vice President, Deputy General Counsel and Corporate Secretary, American Airlines, an airline holding company, since August 2024   • Partner, O’Melveny & Meyers LLP, an international law firm, from April 2022 to August 2024   • Partner, Locke Lord LLP, from 2008 to April 2022
				Ms. Earley is currently the Senior Vice President, Deputy General Counsel and Corporate Secretary at American Airlines, a leading global airline that offers thousands of flights daily to more than 350 destinations in more than 60 countries. Ms. Earley was previously a Partner at the law firm of O’Melveny & Meyers LLP, where she served from April 2022 until August 2024 and Locke Lord LLP, where she joined in 1998 and served as a Partner from 2008 until 2022. Ms. Earley has extensive experience in mergers and acquisitions, as well as securities regulation and offering matters and routinely advises boards of directors on corporate governance topics. She brings to the Board expertise in legal matters and corporate governance.
				Board Committees   • None   Other Public Company Directorships   • None   Principal occupation or employment   • President and Chief Executive Officer since January 2025; President and Chief Operating Officer from February 2024 to December 2024; Executive Vice President, Operations from 2020 to 2024 and Executive Vice President, Onshore from 2018 to 2020
				Mr. Hambly is the President and Chief Executive Officer of Murphy Oil Corporation, bringing more than 25 years of leadership and technical expertise to the Board. Since joining Murphy in 2006, he has been instrumental in driving the success of the Company’s global exploration and operations. With his strong execution ability and robust subsurface expertise, he has played a significant role in the Company efficiently developing offshore assets in the Gulf of America and Malaysia, as well as onshore properties in the U.S. and Canada. Mr. Hambly began his Murphy career in the Corporate Reserves department and steadily advanced through roles of increasing responsibility across the Company’s portfolio. He was promoted to Executive Vice President, Operations in 2020 and assumed the position of President and Chief Operating Officer in 2024.

 Who We Are

				Board Committees   • Compensation   • Finance   • Nominating and Governance (Chair)   Other Public Company Directorships   • None   Principal occupation or employment   • President and Chief Executive Officer, Loutre Land and Timber Company, a natural resources company with a focus on the acquisition, ownership and management of timberland and mineral properties, from 1998 until 2021, retired December 2021   • Chair of the Board of Directors, First Financial Bank, headquartered in EI Dorado, Arkansas, since 2015
				Mr. Nolan’s experience as President and Chief Executive Officer of a natural resources company, in addition to his former legal practice focused on business and corporate transactions, allows him to bring to the Board expertise in legal matters, corporate governance, corporate finance, acquisitions and divestitures and the management of mineral properties.

				Board Committees   • Compensation   • Finance   • Health, Safety, Environment and Corporate Responsibility   Other Public Company Directorships   • None   Principal occupation or employment   • Retired, Vice President, Chevron Corporation, an integrated energy company, since 2018
				Mr. Ryan has 45 years of experience in the energy industry including 15 years as Vice President - Global Exploration for Chevron from 2003 until his retirement in 2018. He brings to the Board extensive experience in worldwide exploration and portfolio management, and a broad knowledge of oil and natural gas operations and energy policy. His experience includes a position in the Office of Energy Efficiency and Renewable Energy at the U.S. Department of Energy. He holds degrees in geology.

How We Are Selected,

Comprised and Evaluated

Diversity

The Board believes it is important for directors to possess a diverse array of attributes, backgrounds, perspectives, skills, and achievements. When considering new candidates, the Nominating and Governance Committee, with input from the Board, adopts criteria for Board membership which considers important characteristics, such as sound judgment, professional ethics, practical wisdom and integrity. The Nominating and Governance Committee, when searching for nominees for directors, includes a range of perspectives in the pool of candidates. In addition, as stated in the Company’s Corporate Governance Guidelines, the Company endeavors to have a board representing diverse experience at the policy-making levels in business areas that are relevant to the Company’s global activities. The goal is to assemble and maintain a Board comprised of individuals that not only bring to bear a wealth of business and/or technical expertise, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations.

The matrix below outlines the diverse set of skills and expertise represented on the Company’s Board:

SKILLS AND EXPERTISE

EXPERIENCE

Former CEO

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Finance/Banking

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Corporate Governance

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Law

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Government Relations/Public Policy

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Industry

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Operations

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Environment, Health & Safety

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Business Development & Corporate Strategy

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Human Capital/Compensation

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Risk Management

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International Business

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Climate

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Cybersecurity/Digital/Technology

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How We Are

Organized and Operate

Meetings and Attendance

During 2025, there were six meetings of the Board, five meetings of the Audit Committee, four meetings of the Compensation Committee, four meetings of the Finance Committee, two meetings of the Nominating and Governance Committee and three meetings of the Health, Safety, Environment and Corporate Responsibility Committee. All nominees’ attendance substantially exceeded 75% of the total number of meetings of the Board and committees on which they served. All Board members attended the 2025 Annual Meeting of Stockholders. As set forth in the Company’s Corporate Governance Guidelines, all Board members are expected to attend each Annual Meeting of Stockholders.

C = Chair     M = Member     = Audit Committee Financial Expert

How We Are Compensated

The Company’s standard arrangement for the compensation of non-employee directors divides pay into cash and equity components. This approach aligns the interests of directors and the stockholders they represent. The Company further targets total director compensation at a level near the 50th percentile of the competitive market (as determined by our Compensation Committee (the “Committee”) together with its independent compensation consultant, Meridian Compensation Partners LLC (“Meridian”), enhancing the Company’s ability to retain and recruit qualified individuals.

2025 Cash Compensation

The cash component of non-employee director compensation consisted of:

The Company also reimburses directors for reasonable travel, lodging, and related expenses incurred in connection with attending Board and committee meetings.

Deferral of Cash Compensation

Directors can elect to defer their cash compensation into the Company’s Non-Qualified Deferred Compensation Plan for Non-Employee Directors (“NED DCP Plan”). Deferred amounts are deemed to be notionally invested through a fund in the Company’s stock. The “Fees Earned or Paid in Cash” column in the 2025 Director Compensation Table on the next page includes any amounts that were voluntarily deferred into the NED DCP Plan. In addition, Directors can elect to receive their cash compensation in the form of deferred restricted stock units, which settle either on (1) termination of service from the Board or (2) a future date selected by the director at the time of their deferral election.

2025 Equity Compensation

The Company maintained the annual equity grant for non-employee directors at a grant date fair value of $200,000, consistent with the Company’s objective of keeping total director compensation aligned with the 50th percentile of its peer group.

On February 5, 2025, each non-employee director received 7,497 time-based restricted stock units (“RSU”), which cliff vest after one year.

In addition, the equity portion of the Chair of the Board’s supplemental retainer totaled $75,000, representing the remaining 50% of the $150,000 supplemental retainer.

Deferral of Equity Compensation

Under the 2021 Stock Plan for Non-Employee Directors (“2021 NED Plan”) and the applicable award agreements, directors may elect to defer settlement of their restricted stock units. In 2025, Mr. Deming, Ms. Earley, Mr. Nolan and Ms. Sugg elected to defer settlement until either (1) termination of service from the Board or (2) on a future date selected at the time of their deferral election.

Charitable Gift Matching Program

The non-employee directors are eligible to participate in the matching charitable gift program on the same terms as U.S.-based Murphy employees. Under this program, an eligible person’s total charitable gifts of up to $7,500 per calendar year will qualify. The Company will contribute to qualified educational institutions and hospitals an amount equal to twice the amount (2 to 1) contributed by the eligible person. The Company will match contributions to qualified welfare and cultural organizations an amount equal to (1 to 1) the contribution made by the eligible person. Those amounts are in the column below showing “All Other Compensation”.

How You Can Communicate With Us

The Board values input from stockholders and other stakeholders and therefore provides a number of means for communication with the Board. Stockholders are encouraged to communicate by voting on the items in this proxy statement, by virtually attending the annual meeting, by participating in the Company’s quarterly calls or webcast investor updates and by reaching out at any time via mail or email. The Corporate Governance Guidelines provide that stockholders and other interested parties may send communications to the Board, specified individual directors and the independent directors as a group c/o the Corporate Secretary, Murphy Oil Corporation, 9805 Katy Freeway, G-200, Houston, Texas 77024 or via email at [email protected]. Items that are unrelated to a director’s duties and responsibilities as a Board member, such as junk mail, may be excluded by the Corporate Secretary.

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 Compensation

 Discussion and Analysis

Dear fellow Murphy shareholders, employees and stakeholders,

Pay does more than attract, retain, and motivate leaders. Pay reflects a company’s values, its commitment to fairness and accountability, and its focus on building long-term shareholder value.

At Murphy, the Compensation Committee designs Murphy’s executive compensation program with these principles in mind. As described in this Compensation Discussion and Analysis (“CD&A”), our program aligns pay with performance, supports our long-term strategy, and reflects ongoing engagement with our shareholders.

We appreciate the thoughtful feedback we receive from our shareholders and value the perspectives shared through our regular outreach. Ideas from some of this feedback are reflected in the content and layout of the material that follows. This dialogue helps inform our decisions and strengthens our commitment to transparency and alignment with shareholder interests.

On behalf of the Committee and the full Board, thank you for your continued investment in and support of Murphy.

Laura A. Sugg

Chair, Compensation Committee

Pay at Murphy:

The Key Facts Right Up Front

Who did we pay?

Murphy Oil Corporation provides employment to 813 people and we support many more jobs via our supply chains and community involvement. While all of our employees’ compensation is important to us, we are required by SEC regulations to report on the compensation of the Company’s Named Executive Officers (“NEOs”) for 2025:

Alignment / Ownership

What did we pay in 2025?

The total direct compensation (“TDC”) for each of our NEOs in 2025 was:

Each NEO’s pay was comprised of a base salary (cash), a cash-based Annual Incentive Plan (“AIP” or bonus) opportunity, and stock-based long-term incentive (“LTI”) compensation opportunity, each reflecting what is consistent with our goals and values, as described in more detail in the pages that follow.

Note: For more information on the “Committee’s Compensation Oversight and Processes” and “Factors Influencing Our Pay Designs and Decision Making”, see pages 32 and 33.

As Murphy enters its 76th year since incorporation and celebrates 65 years on the New York Stock Exchange in 2026, the Company continues to uphold its founding family values and its long-standing belief in aligning pay with sustainable, long-term performance.

Note: the amounts shown above for 2025 reflect the target and realizable compensation for our current President & CEO, Eric M. Hambly. Amounts shown from 2021 through 2024 reflect pay the compensation of our former CEO.

What major pay changes did we make in 2025?

None. Our focus was on stability—no sudden or too frequent changes:

Pay Elements:

What We Designed, Targeted and Paid

2025 Compensation Structure

2025 Peer Group

Meridian provides the Compensation Committee with analyses of compensation trends and market data for the oil and natural gas industry, including data from a select group of comparator companies. For 2025, based on Meridian’s recommendation, the Committee approved the use of two distinct peer groups for executive compensation purposes; a compensation benchmarking peer group and a relative total shareholder return (“TSR”) peer group.

The Committee believes that using separate peer groups provides a more appropriate framework for compensation benchmarking and performance measurement. The compensation benchmarking peer group consists of companies selected based on relative financial size and operational complexity and accurately reflects the market in which Murphy competes for executive and management talent, given the Company’s diversified asset portfolio of onshore, offshore, and international operations.

The TSR peer group is used solely for performance measurement and includes a broader set of exploration and production companies. The TSR peer group also includes the SPDR S&P Oil & Gas Exploration & Production ETF (XOP) to reflect industry performance more broadly.

The 2025 peer groups are listed below:

Civitas Resources and Coterra Energy were included in the 2025 TSR peer group; however, in light of recently announced merger transactions affecting both companies, they have been removed.

In addition to these peers, the Committee uses Meridian and Mercer U.S. Energy 27 Compensation Survey information to determine competitive market pay levels for the NEOs. The Committee also reviews a special analysis of the competitive pay levels of the Company’s peer group in establishing pay levels for the CEO and the other NEOs.

Base Salary

In February 2025, the Committee approved adjustments in each NEO’s base salary from the 2024 base. These adjustments are set forth in the table below:

Annual Incentive Plan or Bonus

For 2025, the Committee maintained the annual incentive targets for Messrs. Mireles, Botner and Hanchera at the same percentages as 2024. We adjusted the targets for Mr. Hambly and Ms. Martinez to keep their targets in the mid-range for peers and for Ms. Martinez to further recognize growth in her role.

For 2025, the AIP’s performance metrics and weightings were:

PERFORMANCE TARGETS AND GOAL-SETTING PROCESS

The Company maintains its annual incentive program for NEOs and other executives and key employees under the AIP. For 2025, the Committee considered the potential impact of three drivers that could increase performance headwinds and adjusted target performance levels in the same direction to maintain the same level of challenge as in prior years:

·  Commodity price environment: The impact of projected oil and natural gas prices on the Company’s business. Lower commodity prices reduce the price at which we can sell the products we produce, and lower projected prices for 2025 led to lower projected ROACE and Free Cash Flow for the year. During 2025, worldwide oil prices continued to decline from 2022 peak levels.   ·  Macroeconomic environment: The anticipated impact of inflation on the Company’s business. For 2025, we modified our measure of cost management, removing G&A expense, and focusing on Lifting Costs as a measure of our ability to operate efficiently. Inflation increases the price of goods and services we use in our exploration and production operations. Despite expectations for continued inflation in 2025, our Lifting Cost goal was set at a lower (more challenging) level than 2024.
·  Strategic and operating plan for 2025: Target performance metrics were also determined following an assessment of the Company’s planned activities for the year. These activities for 2025 included an increased focus on longer-cycle projects including worldwide exploration and offshore field development projects in the U.S. and Vietnam. These important projects are critical to the long-term sustainability of our business and require significant near-term capital investment. However, they do not deliver free cash flow in the year of investment, lowering expectations for Free Cash Flow and ROACE during 2025.

Accounting for these considerations, the goals set for 2025 were at least as challenging as those set for 2024.

The following table summarizes the performance metrics, respective weighting of performance metrics, threshold, target and maximum performance levels and weighted performance scores based on actual performance, used in determining each NEO’s annual incentive award for 2025. Based on the Company’s 2025 performance versus the goals originally established in February 2025, the AIP generated a payout of 111.5% of target for the NEOs.