What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-27 · 77 added, 252 removed, 297 unchanged (53% of the section changed)

15 unchanged sentences

The Reserves General Manager reports to the Executive Vice President and Chief Financial Officer and makes annual presentations to the Board about the Company’s reserves.

The Reserves Manager and the Corporate Reserve engineers review and discuss reserves estimates directly with the Company’s technical staff in order to make every effort to comply with the rules and regulations of the SEC.

The Reserves General Manager and the Corporate Reserve engineers review and discuss reserves estimates directly with the Company’s technical staff in order to make every effort to comply with the rules and regulations of the SEC.

The Reserves General Manager coordinates and oversees the third-party audits which are performed annually.

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fields as of December 31, 2025.

The Ryder Scott summary report is filed as an exhibit to this Annual Report on Form 10-K.

The Ryder Scott summary reports are filed as exhibits to this Annual Report on Form 10-K.

The team lead for Ryder Scott has over 23 years of industry experience, joining Ryder Scott over 20 years ago.

He is a registered Professional Engineer in the State of Texas.

McDaniel & Associates (“McDaniel”) performed audits for certain reserve estimates of our Canadian fields as of December 31, 2024.

McDaniel & Associates (“McDaniel”) performed audits for certain reserve estimates of our onshore Canadian fields as of December 31, 2025.

The McDaniel summary report is filed as an exhibit to this Annual Report on Form 10-K.

The two technical advisors for McDaniel both have over 18 years of experience in the estimation and evaluation of reserves with McDaniel.

Both are registered Professional Engineers with the Association of Professional Engineers and Geoscientists of Alberta.

The team lead for McDaniel has over 18 years of experience in the estimation and evaluation of reserves with McDaniel.

He is a registered Professional Engineer with the Association of Professional Engineers and Geoscientists of Alberta.

Netherland, Sewell & Associates, Inc.

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The team lead for NSAI has over 22 years of industry experience, joining NSAI over 16 years ago.

(“GLJ”) performed audits for certain reserve estimates of our offshore Canadian fields as of December 31, 2025.

The GLJ summary report is filed as an exhibit to this Annual Report on Form 10-K.

The team lead for GLJ has over 22 years of experience in the estimation and evaluation of reserves with GLJ.

He is a registered Professional Engineer with the Association of Professional Engineers and Geoscientists of Alberta.

Business - Continued

To ensure accuracy and security of reported reserves, the proved reserves estimates are coordinated in industry-standard software with access controls for approved users.

In addition, Murphy complies with internal controls concerning the various business processes related to reserves.

Business - Continued

More information regarding Murphy’s estimated quantities of proved reserves of crude oil, natural gas and NGLs for the last three years are presented by geographic area on pages 113 through 120 of this Form 10-K report.

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such reserves are derived from the same data from which estimated proved reserves of such properties are determined.

Crude oil and NGLs production and sales, and natural gas sales by geographic area with weighted average sales prices for each of the three years ended December 31, 2024 are shown on page 34 of this Form 10-K report.

Crude oil and NGLs production and sales, and natural gas sales by geographic area with weighted average sales prices for each of the three years ended December 31, 2025 are starts on page 35 of this Form 10-K report.

Production expenses for the last three years in U.S.

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Totals 409 247 10,420 7,071 10,829 7,318

Certain acreage held by the Company will expire in the next three years.

Scheduled expirations in 2025 includes 1,090 thousand net acres in Côte d’Ivoire, 304 thousand net acres in Vietnam, 75 thousand net acres in Brazil, 5 thousand net acres in U.S.

Certain undeveloped acreage held by the Company will expire in the next three years.

Scheduled expirations in 2026 include 4,267 thousand net acres in Vietnam, 558 thousand net acres in Côte d’Ivoire and 28 thousand net acres in U.S.

The Company plans to seek extensions for the expiring acres in Vietnam.

Acreage currently scheduled to expire in 2027 includes 12 thousand net acres in U.S.

Scheduled expirations in 2028 include 774 thousand net acres in Brazil, 712 thousand net acres in Côte d’Ivoire, 255 thousand net acres in Vietnam, 7 thousand net acres in U.S.

Offshore and 2 thousand net acres in Canada Onshore.

Acreage currently scheduled to expire in 2026 includes 4,267 thousand net acres in Vietnam, 241 thousand net acres in Côte d’Ivoire, 25 thousand net acres in U.S.

Offshore, 6 thousand net acres in Canada Offshore and 1 thousand net acres in Canada Onshore.

Scheduled expirations in 2027 includes 75 thousand net acres in Brazil and 7 thousand net acres in U.S.

Business - Continued

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Murphy is currently required to report GHG emissions from its U.S.

operations in the Gulf of America and onshore in South Texas and from its Canadian onshore business in British Columbia and Alberta.

operations in the Gulf of America and onshore in South Texas and from its onshore Canadian business in British Columbia and Alberta.

In Canada, Murphy is subject to GHG regulations and resultant carbon pricing programs specific to the jurisdiction of operation.

Any limitations or further regulation of GHG, such as a cap and trade system, technology mandate, emissions tax, or expanded reporting requirements, could cause the Company to restrict operations, curtail demand for hydrocarbons generally, and/or cause costs to increase.

Any limitations or further regulation of GHGs, such as a cap and trade system, technology mandate, emissions tax, or expanded reporting requirements, could cause the Company to restrict operations, curtail demand for hydrocarbons generally, and/or cause costs to increase.

Examples of cost increases include costs to operate and maintain facilities, install pollution emission controls and administer and manage emissions trading programs.

On March 8, 2024, the EPA published its final rules imposing new and stricter requirements for methane monitoring, reporting, and emissions control at certain oil and natural gas facilities.

Further, the EPA amended its GHG Reporting Rule on May 14, 2024 to modify certain calculation methodologies, changes to the general reporting structure, and EPA’s treatment of advanced measurement technologies.

Further, the EPA amended its GHG Reporting Rule on May 14, 2024 to modify certain calculation methodologies, changes to the general reporting structure, and the EPA’s treatment of advanced measurement technologies.

Ultimately, both new rules will impact how much reporters owe under the new methane waste emissions charge (WEC) established under the Inflation Reduction Act (IRA) in 2022 and finalized in November 2024.

In January 2025, however, President Trump signed a series of executive orders that call upon the EPA to submit a report on the continuing applicability of its endangerment finding for GHGs under the Clean Air Act, direct federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect, pending review by the newly appointed agency head, direct federal agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation, and refining, and mandate a review of existing regulations that may burden domestic energy development.

The methane WEC’s relationship to the IRA also means that the methane WEC’s implementation may be subject to further acts of the U.S.

Thus, the future of the new methane and waste emission charge rules, as well as the regulation of GHGs by the U.S.

federal government, may be subject to change in the near-term.

In January 2025, however, President Trump signed a series of executive orders that call upon the EPA to reassess the endangerment finding for GHGs under the Clean Air Act, direct federal executive departments and agencies to freeze rules that have not taken effect, to identify and exercise emergency authorities to facilitate conventional energy production, transportation, and refining, and mandate a review of existing regulations that may burden domestic energy development.

As part of this shift, the Administration moved to halt the implementation of the WEC citing concerns about statutory authority, economic impacts on domestic energy production, and the need for further evaluation of methane measurement methodologies.

This action resulted in the EPA withdrawal of WEC's supporting guidance, paused enforcement preparations, and announced its intent to reconsider the rule.

In May 2025, the agency issued a final rule formally removing the WEC from the Code of Federal Regulations.

The One Big Beautiful Bill Act (OBBBA) passed in July 2025 postponed the implementation of the WEC to 2034.

In September 2025, the EPA proposed a rollback of the Greenhouse Gas Reporting Program (GHGRP).

The proposal would eliminate reporting requirements for most source categories after reporting year 2024 and postpone Subpart W reporting for petroleum and natural gas systems until 2034.

If finalized, this would significantly reduce federal GHG data collection and delay methane reporting for nearly a decade.

Together, the repeal of the WEC regulations, the postponement of the WEC to 2034 and the proposed rollback of the GHGRP create substantial uncertainty for the future of overall federal methane regulation.

The future of both will depend on the EPA’s rulemaking process, potential litigation, and possible congressional involvement.

Endangered and threatened species.

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More specifically, Murphy’s operations in Canada are subject to and conducted under Canadian laws and regulations that address many of the same environmental, health and safety issues as those in the U.S., including, without limitation, pollution and contamination, air quality and emissions, water discharges and other health and safety concerns.

Further, on February 12, 2026, the EPA announced the repeal of its 2009 “Endangerment Finding” under the Clean Air Act, which found that GHGs endanger the public health and welfare of current and future generations and emissions of GHGs from motor vehicles contribute to GHG pollution.

The repeal calls into question EPA’s authority to regulate GHGs, as well as EPA’s prior scientific assessment of climate change risks.

Litigation regarding the repeal is anticipated and it is unclear how the repeal will impact EPA’s regulation of GHG emissions going forward.

Business - Continued

Health and Safety

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In Canada, the Company is subject to Federal Occupational Health and Safety Legislation, the provincially-administered Occupational Health and Safety Act (Alberta), the Workers Compensation Act (British Columbia) and the Workplace Hazardous Materials Information System.

Business - Continued

Environmental, Social and Governance (ESG) Disclosure

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As this is an area of continual improvement across our industry, we strive to update our disclosures in line with operating developments and with emerging best practice ESG reporting standards.

In 2024, we published our sixth annual sustainability report, located on the Company’s website, which is not incorporated by reference hereto.

In 2025, we published our seventh annual sustainability report, located on the Company’s website, which is not incorporated by reference hereto.

Human Capital Management

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As of December 31, 2025, we had 542 office-based employees and 271 field employees, all of whom are guided by our mission, vision, values and behaviors.

Together with the Executive Leadership Team, the Vice President, Human Resources and Administration, who reports directly to our President and Chief Executive Officer (CEO), is responsible for developing and executing our human capital management strategy.

Together with the Executive Leadership Team, the Senior Vice President, Human Resources, Administration and Communications, who reports directly to our President and Chief Executive Officer, is responsible for developing and executing our human capital management strategy.

This includes the attraction, recruitment, development and engagement of talent to deliver on our strategy, the design of employee compensation, health and welfare benefits, and talent programs.

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• Employee Engagement

The Board receives related updates from the Vice President, Human Resources and Administration on a regular basis including the review of compensation, benefits, succession and talent development.

The Board receives related updates from the Senior Vice President, Human Resources, Administration and Communications on a regular basis including the review of compensation, benefits, succession and talent development.

Employee Compensation Programs

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We believe our current practices align our employees’ compensation with the interests of our stockholders and support our focus on cash flow generation, capital return and environmental stewardship.

To enhance employee understanding of their total remuneration package extended by Murphy, we introduced Total Reward Statements for employees in the U.S., Canada and Vietnam.

Business - Continued

enhance employee understanding of their total remuneration package extended by Murphy, we introduced Total Reward Statements for employees in the U.S., Canada and Vietnam.

For further details on the Company’s compensation framework, please see the Compensation Discussion and Analysis section of the forthcoming Proxy Statement relating to the Annual Meeting of Stockholders on May 13, 2026.

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The goals of the MPM process are the following:

• Drive behavior to align with the Company’s mission, vision, values and behaviors;

• Drive performance that aligns with the Company’s mission, vision, values and behaviors;

• Develop employee capabilities through effective feedback and coaching;

• Maintain a process that is consistent throughout the organization to measure employee performance that is tied to the Company’s and stockholders’ interests.

Business - Continued

All employees’ performance is evaluated at least annually through self-assessments that are reviewed in discussions with supervisors.

Employees’ performance is evaluated on various key performance indicators set annually, including behaviors that support our mission, vision, values and contributions toward executing our Company’s goals and business strategy.

Employees’ performance is evaluated on various key performance indicators set annually, including contributions toward executing our Company’s goals and business strategy and behaviors that support our mission, vision, values.

Talent Development and Training

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We strive to empower our leadership with programs that offer career advancement for experienced and emerging leaders.

In 2024, over 50 managers participated in a leadership program, from a top-rated institution, addressing focus areas such as strategic agility, decision making, building high-performing teams and enhancing trust.

Furthermore, we implemented a refreshed and expanded Technical Career Map to enhance the development of 125 engineering and geoscience employees.

We encourage employee engagement and solicit feedback through internal surveys, focus groups and our employee-led Ambassador program to gain insights into workplace experiences.

In 2025, approximately 135 leaders participated in programs, from top-rated institutions, addressing focus areas such as strategic agility, decision making, building high-performing teams and enhancing trust.

Furthermore, we implemented a Business Functions Career Map to enhance the development of about 100 business professionals in our Controllers, Global Planning and Performance, Tax, Treasury and related functions.

We encourage employee engagement and solicit feedback through internal surveys, focus groups and town hall meetings to gain insight into workplace experiences.

Employees are provided opportunities to raise suggestions and collaborate with leadership to improve programs and increase their alignment with Murphy’s mission, vision, values and behaviors.

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As such, we provide our employees and their families with a comprehensive set of subsidized benefits that are competitive and aligned with Murphy’s mission, vision, values and behaviors.

We also believe that the well-being of our employees is enhanced when they can give back to their local communities or charities through programs like the Company Matching Gift Program, the “Impact – Murphy Makes a Difference” Program, or on their own with a Company match for donations.

We also believe that the well-being of our employees is enhanced when they can give back to their local

Business - Continued

communities or charities through programs like the Company Matching Gift Program, the “Impact – Murphy Makes a Difference” Program, or on their own with a Company match for donations.

Finally, we offer an Employee Assistance Program that provides confidential assistance to employees and their immediate family members for mental and physical well-being, as well as legal and financial issues.

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In furtherance of that commitment, Murphy, through its policies and its actions, requires strict compliance with all anti-harassment and anti-discrimination laws and does not tolerate harassment or discrimination of any kind based on any protected characteristic.

Business - Continued

The Board receives updates on employee composition and recruiting, hiring, promotion, and retention of employees from the Vice President, Human Resources and Administration on a regular cadence.

As of December 31, 2024, our U.S.

and international workforce was comprised of approximately 24% females, and our U.S.

workforce was comprised of approximately 33% of minority groups (as defined by the U.S.

Equal Employment Opportunity Commission).

We also support interest-based groups such as sports, hobbies, and charity volunteering in our communities.

In 2024, we increased the number of employee-led, self-directed Employee Resource Groups with the introduction of ASPIRE (Asian and Pacific Islander Women) and VIPER (Veteran Integration and Purpose).

Participation is voluntary, with membership and programming open to all Murphy employees.

Finally, we support interest-based groups such as sports and charity volunteering in our communities.

Website Access to SEC Reports

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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 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.

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Price Risk Factors

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.

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.

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

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:

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

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

• the ability of the members of the Organization of the Petroleum Exporting Countries (OPEC) and certain non-OPEC members, for example, Russia, to agree to maintain or adjust production levels;

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

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

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

• changes in weather patterns and climate, including those that may result from climate change;

Risk Factors - Continued

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

• 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;

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

• changes in weather patterns and climate, including those that may result from climate change;

• natural disasters such as hurricanes and tornadoes, including those that may result from climate change;

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• the effect of conservation efforts and focus on climate-change;

• technological advances affecting energy consumption and energy supply;

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

• increased activism against, or change in public sentiment for, oil and natural gas exploration, development, and production activities and considerations including climate change and the transition to a lower carbon economy;

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• general economic conditions worldwide, including inflationary conditions and related governmental policies and interventions.

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.

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.

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.

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.

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$1.46 per MCF in 2024, compared to C$2.64 in 2023 and C$5.31 in 2022.

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).

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.

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• Lower cash flows may cause the Company to reduce its capital expenditure program, thereby potentially restricting its ability to grow production and add proved reserves.

Risk Factors - Continued

• Lower oil and natural gas prices could lead to impairment charges in future periods, therefore reducing net income.

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• Lower oil and natural gas prices could lead to an inability to access, renew, or replace credit facilities, and could also impair access to other sources of funding as these mature, potentially negatively impacting our liquidity.

Risk Factors - Continued

• Lower prices for oil and natural gas could cause the Company to lower its dividend because of lower cash flows.

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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.

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.

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Exploration drilling results can significantly affect the Company’s operating results.

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 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 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.

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.

If Murphy cannot replace its oil and natural gas reserves, it may not be able to sustain or grow its business.

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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.

Murphy’s ability to operate profitably in the E&P business, therefore, is dependent

Risk Factors - Continued

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.

Murphy’s proved reserves are based on the professional judgment of its engineers and may be subject to revision.

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.

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

Risk Factors - Continued

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.

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.

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Our inability to access appropriate equipment and infrastructure in a timely manner and on acceptable terms may hinder our access to oil and natural gas markets or delay our oil and natural gas production.

Risk Factors - Continued

Murphy is sometimes reliant on joint venture partners for operating assets, and/or funding development projects and operations.

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As a result, the Company’s partners must be able to fund their share of investment costs through the development cycle, through cash flow from operations, external credit facilities, or other sources, including financing arrangements.

Murphy’s partners are also susceptible to certain of the risk factors noted herein,

Risk Factors - Continued

including, but not limited to, commodity prices, fiscal regime changes, government project approval delays, regulatory changes, credit downgrades and regional conflict.

Murphy’s partners are also susceptible to certain of the risk factors noted herein, including, but not limited to, commodity prices, fiscal regime changes, government project approval delays, regulatory changes, credit downgrades and regional conflict.

If one or more of these factors negatively impacts a project operator’s or partners’ cash flows or ability to obtain adequate financing, or if an operator of our projects fails to adequately perform operations or fulfill its obligations under the applicable agreements, it could result in a delay or cancellation of a project, resulting in a reduction of the Company’s reserves and production, which negatively impacts the timing and receipt of planned cash flows and expected profitability.

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.

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.

The Company operates in a variety of locales, including urban, remote, and sometimes inhospitable, areas around the world.

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This process occurs thousands of feet below the surface and creates fractures in the rock formation within the reservoir which enhances migration of oil and natural gas to the wellbore.

The risks associated with hydraulic fracturing operations include, but are not limited to, underground migration or surface spillage due to releases of oil, natural gas, formation water or well fluids, as well as any related surface or groundwater contamination, including from petroleum constituents or hydraulic fracturing chemical additives.

Ineffective containment of surface spillage and surface or groundwater contamination resulting from hydraulic fracturing operations, including from petroleum constituents or hydraulic fracturing chemical additives, could result in environmental pollution, remediation expenses, and third-party claims alleging damages, which could adversely affect the Company’s financial condition and results of operations.

In addition, hydraulic fracturing requires significant quantities of water;

the wastewater from oil and natural gas operations is often disposed of through underground injection.

Certain increased seismic activities have been linked to underground water injection.

Any diminished access to water for use in the hydraulic fracturing process, any inability to properly

Risk Factors - Continued

dispose of wastewater, or any further restrictions placed on wastewater, could curtail the Company’s operations due to regulatory initiatives or natural constraints such as drought or otherwise result in operational delays or increased costs.

Murphy is subject to numerous environmental, health and safety laws and regulations, and such existing and any potential future laws and regulations may result in material liabilities and costs.

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.

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.

Murphy also could be subject to strict liability for environmental contamination in various jurisdictions where it operates, including with respect to its current or former properties, operations and waste disposal sites, or those of its predecessors.

Contamination has been identified at some locations, and the Company has been required, and in the future may be required, to investigate, remove or remediate previously disposed wastes;

or otherwise clean up contaminated soil, surface water or groundwater, address spills and leaks from pipelines and production equipment, and perform remedial plugging operations.

In addition to significant investigation and remediation costs, such matters can result in fines and also give rise to third-party claims for personal injury and property or other environmental damage.

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.

In addition, the BOEM and the BSEE have regulations applicable to lessees in federal waters that impose various safety, permitting and certification requirements applicable to exploration, development and production activities in the Gulf of America, and also require lessees to have substantial U.S.

assets and net worth or post bonds or other acceptable financial assurance that the regulatory obligations will be met.

These include, in the Gulf of America, well design, well control, casing, cementing, real-time monitoring, and subsea containment, among other items.

Under applicable requirements, BOEM evaluates the financial strength and reliability of

Risk Factors - Continued

lessees and operators active on the U.S.

Outer Continental Shelf.

If the BOEM determines that a company does not have the financial ability to meet its decommissioning and other obligations, that company will be required to post additional financial security as assurance.

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.”

We face various risks associated with increased activism against, or change in public sentiment for, oil and natural gas exploration, development, and production activities and sustainability considerations, including climate change and the transition to a lower carbon economy.

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.

Activism may continue to increase regardless of the U.S.

Administration’s environmental and climate change executive orders described earlier in this Form 10-K report.

Our need to incur costs associated with responding to these initiatives or complying with any new legal requirements resulting from these activities that are substantial and not adequately provided for could have a material adverse effect on our business, financial condition and results of operations.

In addition, a change in public sentiment regarding the oil and natural gas industry could result in a reduction in the demand for our products or otherwise affect our results of operations or financial condition.

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.

While the Company has been named a co-defendant with other oil and natural gas companies in lawsuits related to climate change, these lawsuits have not resulted in, and are not currently expected to result in, material liability for the Company.

Depending on the evolution of laws, regulations and litigation outcomes relating to climate change, there can be no guarantee that climate change litigation will not in the future materially adversely affect our results of operations, cash flows and financial condition.

For further details on risks related to legal proceedings more generally, see “Risk Factors - General Risk Factors - Lawsuits against Murphy and its subsidiaries could adversely affect its operating results.”

Financial Risk Factors

Capital financing may not always be available to fund Murphy’s activities;

and interest rates could impact cash flows.

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

Risk Factors - Continued

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.

The Company’s ability to obtain additional financing is affected by a number of factors, including the market environment, our operating and financial performance, investor sentiment, our ability to incur additional debt in compliance with agreements governing our outstanding debt, and the Company’s credit ratings.

A ratings downgrade could materially and adversely impact the Company’s ability to access debt markets, increase the borrowing cost under the Company’s credit facility and the cost of any additional indebtedness we incur, and potentially require the Company to post additional letters of credit or other forms of collateral for certain obligations.

Murphy partially manages this risk through borrowing at fixed rates wherever possible;

however, rates when refinancing or raising new capital are determined by factors outside of the Company’s control.

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.

Since 2022, the Company undertook several actions to reduce overall debt.

Murphy plans to continue with the Company’s deleveraging initiatives, but there can be no assurance that these efforts will be successful and, if not, the Company’s financial conditions and prospects could be adversely affected.

See Note F for information regarding the Company’s outstanding debt as of December 31, 2024.

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.

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.

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.

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.

Risk Factors - Continued

Murphy’s operations could be adversely affected by changes in foreign exchange rates.

The Company’s worldwide operational scope exposes it to risks associated with foreign currencies.

Most of the Company’s business is transacted in U.S.

dollars, and therefore the Company and most of its subsidiaries are U.S.

dollar functional entities for accounting purposes.

However, the Canadian dollar is the functional currency for all Canadian operations.

This exposure to currencies other than the U.S.

dollar functional currency can lead to impacts on consolidated financial results from foreign currency translation.

On occasions, the Canadian business may hold assets or incur liabilities denominated in a currency which is not Canadian dollars which could lead to exposure to foreign exchange rate fluctuations.

The Company operates in various regions around the world which inherently introduces exposure to changes in foreign exchange rates when transacting in local currencies.

See also Note K for additional information on derivative contracts.

The costs and funding requirements related to the Company’s retirement plans are affected by several factors.

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.

Murphy has limited control over supply chain costs.

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.

The Company is exposed to credit risks associated with (i) sales of certain of its products to customers, (ii) joint venture partners and (iii) other counterparties.

Murphy is exposed to credit risk in three principal areas:

• Accounts receivable credit risk from selling its produced commodity to customers;

• Joint venture partners related to certain oil and natural gas properties operated by the Company that may not be able to meet their financial obligation to pay for their share of capital and operating costs as they become due;

• Counterparty credit risk related to forward price commodity hedge contracts to protect the Company’s cash flows against lower oil and natural gas prices.

The inability of a purchaser of the Company’s produced commodity, a joint venture partner of the Company, or counterparty in a forward price commodity hedge to meet their respective payment obligations to the Company could have an adverse effect on Murphy’s future earnings and cash flows.

General Risk Factors

We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

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.”

Risk Factors - Continued

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.

In addition, an epidemic, pandemic or similar outbreak could also cause disruption in our supply chain;

cause delay or limit the ability of vendors and customers to perform, including in making timely payments to us;

and cause other unpredictable events.

We cannot predict the impact of an epidemic, pandemic or similar outbreak.

The extent to which any such epidemics, pandemics or similar outbreaks may impact our results will depend on future developments, including, among other factors, the duration and spread of the virus and its variants, availability, acceptance and effectiveness of vaccines along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, and the impact of government interventions.

Changes in U.S.

and international tax rules and regulations, or interpretations thereof, may materially and adversely affect our cash flows, results of operations and financial condition.

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.

We face continued competition for talent to support our operations.

The success of our operations is dependent upon our ability to hire, develop, and retain qualified and experienced personnel.

The oil and natural gas industry has experienced increased merger and acquisition activity, causing Murphy and industry peers to face heightened competition from other industries for highly sought after and transferable skill sets.

In addition, changes in public sentiment towards oil and natural gas exploration, development, and production activities, along with considerations such as climate change and the transition to a lower carbon economy, may make it more difficult for us to attract such qualified personnel.

Due to significant shifts in demographics impacting the industry, such as an aging workforce and decreased enrollment in relevant fields, Murphy and industry peers are experiencing challenges in sourcing and developing a pipeline of talent for the foreseeable future, which could place our oil and natural gas exploration, development, and production activities at risk.

Furthermore, the cost to attract and retain technical talent has increased in recent years due to competition and may continue to increase if the pool of available talent

Risk Factors - Continued

continues to shrink due to these demographic shifts.

If there is a significant decrease in the availability of qualified talent, our operations, cash flows, and financial condition may be materially and adversely impacted.

Murphy’s sensitive information, operational technology systems and critical data may be exposed to cyber threats.

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.

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.

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.

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.

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

Our business increasingly utilizes artificial intelligence (“AI”), machine learning, and automated decision making to improve our internal processes.

Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, reputational harm, liability or other adverse consequences to our business operations, all of which could adversely affect our business, financial condition and results of operations.

The use of AI can lead to unintended consequences, including the unauthorized use or disclosure of confidential and proprietary information, or generating content that appears correct but is factually inaccurate, misleading, or otherwise flawed, which could expose us to risks related to inaccuracies or errors in the output of such technologies.

It is not possible to predict all of the risks related to the use of AI, machine learning and automated decision making, and developments in the regulatory frameworks governing the use of such technologies and in related stakeholder expectations may adversely affect our ability to develop and use such technologies or subject us to liability.

Murphy’s operations and earnings have been and will continue to be affected by domestic and worldwide political developments.

From time to time, some governments intervene in the market for crude oil and natural gas produced in their countries through such actions as setting prices, determining rates of production, and controlling who may buy and sell the production.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business