2026 Proxy Statement

MURPHY OIL CORPORATION

2026 NOTICE OF ANNUAL MEETING & PROXY STATEMENT

Annual Meeting of Stockholders to be held Wednesday, May 13, 2026

LEGACY IN MOTION

FROM FOUNDATION TO FUTURE

YOUR VOTE IS IMPORTANT

Please vote online, by mobile device, by telephone, or, if you received your materials by mail, you can sign and return your proxy card.

INTERNET

Go to https://www.proxyvote.com. You will need the 12 digit number included in your proxy card or notice.

MOBILE

You can scan this QR code to vote with your mobile phone. You will need the 12 digit number included in your proxy card or notice.

PHONE

Call 1-800-690-6903.

You will need the 12 digit number included in your proxy card

or notice.

MAIL

Send your completed and signed proxy card to:

Vote Processing c/o Broadridge 51 Mercedes Way

Edgewood, NY 11717

IN PERSON

See page 58 regarding meeting attendance.

Message from the

Chair of the Board

Dear Fellow Shareholder:

Your company has a proud eighty-year legacy of exploring and producing hydrocarbons from the four corners of the globe all the while navigating the vagaries of business cycles and geopolitical upheavals and uncertainties. This proxy statement provides, not only all the necessary compensation and ownership information, but more importantly, reflects how this legacy has set a foundation for future growth and profitability.

We understand that we are stewards of your capital and manage and govern your company with that always in mind. We take very seriously that we are accountable to you first and foremost. That is why we put so much thought into this proxy statement which was done to give you clear and meaningful information when we ask for your support. We hope that you notice our efforts to make this proxy shorter, clearer and better organized.

We ask for your vote and invite you to participate in our annual meeting as well as encourage your input throughout the year.

Sincerely,

Claiborne P. Deming

Board Chair

OUR PURPOSE

We believe in providing energy that empowers people.

OUR MISSION

We challenge the norm, tap into our strong legacy and use our foresight and financial discipline to deliver inspired energy solutions.

OUR VISION

We see a future where we are an industry leader who is positively impacting lives for the next 100 years and beyond.

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 https://www.virtualshareholdermeeting.com/MUR2026. The Proxy Statement is sent to stockholders on or about March 27, 2026.

Matters to be voted on:

1. Election of Directors;

2. Advisory vote to approve executive compensation;

3. Approval of the proposed 2026 Stock Plan for Non-Employee Directors;

4. Approval of the action of the Audit Committee of the Board of Directors in appointing KPMG LLP as the Company's independent registered public accounting firm for 2026; and

5. Such other business as may properly come before the meeting.

Record date:

Only stockholders of record at the close of business on March 16, 2026, the record date fixed by the Board of Directors of the Company, will be entitled to notice of and to vote at the meeting or any postponement or adjournment thereof. A list of all stockholders entitled to vote will be on file at the office of the Company, 9805 Katy Freeway, G-200, Houston, Texas 77024, at least ten days before the meeting.

Your vote is very important to us and to our business:

Prior to the meeting, you may submit your vote and proxy by telephone, mobile device, the internet, or, if you received your materials by mail, you can sign and return your proxy card. Instructions on how to vote can be found on page 59.

E. Ted Botner

Executive Vice President, General Counsel and Corporate Secretary 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 https://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 flow2,3, 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.

Highlights for 2025:

Operational Excellence

• Produced 182 MBOEPD in 2025 with approximately 87 MBOPD, or

  ~48% oil volumes

• Achieved LOE/BOE of $10.89 in 2025, a 20% reduction year-over-year

• Drilled record longest laterals in Company history both onshore U.S. and onshore Canada

• Achieved a seven percent year-over-year reduction in drilling costs in the Eagle Ford Shale (EFS) while delivering the highest-performing EFS wells in Company history at Karnes and Catarina

• Completed the planned 2025 offshore workover program

  Shareholder Returns & Balance Sheet

  Expanding Multi-Basin Portfolio

• Announced oil discoveries at the Lac Da Hong-1X (Pink Camel) and Hai Su Vang-1X (Golden Sea Lion) exploration wells in Vietnam

• Delivered the highly successful Hai Su Vang-2X appraisal well indicating resource potential toward the higher end of the previously communicated 170 to 430 MMBOE range

• Spud Cello #1 and Banjo #1 exploration wells in the Gulf of America, announcing both as oil discoveries in 20261

• Progressed Lac Da Vang (Golden Camel) field development plan on budget and on schedule, remaining on track for first oil in the fourth quarter of 2026

• Returned $286 million to shareholders through $186 million in quarterly dividends and $100 million, or 3.6 million shares, in share repurchases

• Maintained strong liquidity of approximately $1.6 billion at December 31, 2025, including cash and undrawn RCF capacity

• Progressed efforts to further strengthen the Company's financial position, including upsizing the senior unsecured revolving credit facility from

  $1.35 billion to $2.00 billion and refinancing notes due in 2027 and 2028 through issuance of $500 million in 6.500% senior notes due 2034

  ii MURPHY OIL CORPORATION

Financial Operations

$1.2 BN

Approximate net cash provided by continuing operations activities (including noncontrolling interest)

$301.3 MM

of free cash flow2,3, with the majority returned to shareholders through quarterly dividends and share buybacks

182,000

barrels of oil equivalent per day produced with ~87 thousand barrels of oil per day

715 MM

barrels of oil equivalent of proved reserves, with 103% total reserve replacement and a reserve life index of approximately 11 years

Onshore

Eagle Ford Shale

1. Cello #1 and Banjo #1 completed operations and were announced as discoveries in early 2026

2. Free cash flow is calculated as net cash provided by continuing operations activities (including noncontrolling interest) and before noncash working capital changes, less property additions and dry hole costs

3. See Annex for reconciliations of non-GAAP financial measures to their most closely comparable GAAP metric

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

PROPOSAL 1

Election of Directors 1

Who We Are 2

How We Are Selected, Comprised and

Evaluated 8

How We Are Organized and Operate 11

How We Are Compensated 14

How You Can Communicate with Us 16

PROPOSAL 2

Advisory Vote to Approve

Executive Compensation 18

Compensation Discussion

and Analysis 20

Pay at Murphy: The Key Facts Right Up Front 21

Pay Elements: What We Designed, Targeted and

Paid 23

Compensation Oversight and Processes 32

Factors Influencing Our Pay Designs and Decision

Making 33

Compensation Committee Report 34

Executive Compensation 35

Our Stockholders 44

PROPOSAL 3

Approval of the Proposed 2026 Stock Plan for Non-Employee

Directors 47

Audit Committee Report 53

PROPOSAL 4

Approval of Appointment of Independent Registered Public Accounting Firm 54

General Information about the

Annual Meeting 56

Proxy Statement Summary and

User's Guide 57

Exhibit A 60

Annex 68

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.

PROPOSAL 1

Election

of Directors

WHO WE ARE

HOW WE ARE SELECTED, COMPRISED AND EVALUATED

HOW WE ARE ORGANIZED AND OPERATE

HOW WE ARE COMPENSATED

HOW YOU CAN COMMUNICATE WITH US

THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE PERSONS NOMINATED.

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:

• strong investment expertise, particularly within the energy sector;

• deep expertise in land management;

• relevant onshore and offshore operational success;

• experience across large and small, domestic and international energy companies;

• scientific, legal, financial and related credentials; and

• a deep appreciation for the Company's heritage and a long-term shareholder perspective that supports Murphy's integrity and long-term success.

COMPOSITION OF THE BOARD

CLAIBORNE P. DEMING

CHAIRMAN/INDEPENDENT

Age 71

Director since 1993

MICHELLE A. EARLEY

INDEPENDENT

Age 54

Director since 2021

ELISABETH W. KELLER

INDEPENDENT

Age 68

Director since 2016

JEFFREY W. NOLAN

INDEPENDENT

Age 57

Director since 2012

LAURA A. SUGG

INDEPENDENT

Age 65

Director since 2015

LAWRENCE R. DICKERSON

INDEPENDENT

Age 73

Director since 2014

ERIC M. HAMBLY

PRESIDENT & CEO

Age 51

Director since 2025

R. MADISON MURPHY

INDEPENDENT

Age 68

Director since 1993

ROBERT N. RYAN, JR.

INDEPENDENT

Age 69

Director since 2019

ROBERT B. TUDOR, III

INDEPENDENT

Age 66

Director since 2024

90%

INDEPENDENT

80%

OIL AND NATURAL GAS

EXPERIENCE

30%

TENURE OF

5 YEARS OR LESS

Board Committees

• None

  Other Public Company Directorships

• Murphy USA Inc., El Dorado, Arkansas

  Principal occupation or employment

• President and Chief Executive Officer of the Company from October 1994 through December 2008, retired from the Company June 2009

  Mr. Deming brings to the Board over four decades of experience in the oil and natural gas industry. He previously served as President and CEO of Murphy and has served on the Boards of two other public companies and one private company in the energy sector. In addition, Mr. Deming has been an advisor to both private firms and government entities in the energy field including serving as Chairman of the National Petroleum Council which provides policy recommendations to the Secretary of Energy. His deep understanding of the energy sector enhances the Board's collective knowledge of this industry.

  LAWRENCE R. DICKERSON

  Houston, TX Age: 73

  Director Since: 2014

Board Committees

• Audit (Chair)

• Nominating and Governance

  Other Public Company Directorships

• Oil States International, Inc., Houston, Texas

• Great Lakes Dredge & Dock Corporation, Chair, Oak Brook, Illinois

  Principal occupation or employment

• President and Chief Executive Officer, Diamond Offshore Drilling, Inc., an offshore drilling company, from May 2008 through March 2014, retired March 2014

  Mr. Dickerson's experience at Diamond Offshore Drilling, Inc. as President and director from March 1998; as Chief Executive Officer from May 2008 until his retirement in March 2014; and as Chief Financial Officer from 1989 to 1998, brings to the Board broad experience in leadership and financial matters. Among other qualifications, he brings to the Board expertise in international drilling operations.

  MICHELLE A. EARLEY

  Austin, Texas Age: 54

  Director Since: 2021

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.

  ERIC M. HAMBLY

  Houston, Texas Age: 51

  Director Since: 2025

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.

  ELISABETH W. KELLER

  Cambridge, Massachusetts Age: 68

  Director Since: 2016

Board Committees

• Audit

• Health, Safety, Environment and Corporate Responsibility (Chair)

• Nominating and Governance

  Other Public Company Directorships

• None

  Principal occupation or employment

• President, Inglewood Plantation, LLC, from 2014 to 2022, retired December 2022

  Ms. Keller served as the President of Inglewood Plantation, LLC and was responsible for the development of strategic vision and oversight of operations for the largest organic farm in Louisiana. She brings to the Board extensive knowledge in health and environmental issues, both domestically and internationally.

  R. MADISON MURPHY

  El Dorado, Arkansas Age: 68

  Director Since: 1993

  (Chair, 1994-2002)

Board Committees

• Finance (Chair)

• Health, Safety, Environment and Corporate Responsibility

  Other Public Company Directorships

• Murphy USA Inc. (Chair), El Dorado, Arkansas

  Principal occupation or employment

• President, The Murphy Foundation

• Owner, The Sumac Company, LLC

• Owner, Arc Vineyards

• Owner, Presqu'ile Winery

  Mr. Murphy served at Murphy Oil Corporation in several capacities from 1980 including as Vice President of Planning and Treasurer from 1988-1990; Chief Financial and Administrative Officer from 1990-1994; and Chair of the Board from 1994 to 2002. This background, along with his current membership on the Board of Directors of Murphy Oil and Chairmanship of Murphy USA, together with his past membership on the Board of Directors of BancorpSouth, Inc. (a NYSE bank holding company), and Deltic Timber Corporation, brings to the Board invaluable corporate leadership and financial expertise.

  Who We Are

  JEFFREY W. NOLAN

  Little Rock, Arkansas Age: 57

  Director Since: 2012

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.

  ROBERT N. RYAN, JR.

  Houston, TX Age: 69

  Director Since: 2019

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.

  
  
  

  LAURA A. SUGG

  Montgomery, Texas Age: 65

  Director Since: 2015

Board Committees

• Compensation (Chair)

• Finance

• Nominating and Governance

  Other Public Company Directorships

• Kinetik Holdings Inc., Houston, Texas

• Public Service Enterprise Group Inc., Newark, New Jersey

  Principal occupation or employment

• Retired, Senior Executive, ConocoPhillips, then an international, integrated energy company, since 2010

  Ms. Sugg's broad background in capital allocation and accomplishments in the energy industry allow her to bring to the Board expertise in industry, operational and technical matters. Among other qualifications, she brings to the Board specific experience in executive leadership, human resources, compensation and financial matters. As a former leader at ConocoPhillips, Ms. Sugg has a proficient understanding of an oil and natural gas company's challenges and opportunities.

  ROBERT B. TUDOR, III

  Houston, Texas Age: 66

  Director Since: 2024

Board Committees

• Audit

• Finance

  Other Public Company Directorships

• None

  Principal occupation or employment

• Founder and CEO of Artemis Energy Partners, an investing and advisory platform focused on companies involved in the global energy markets, since 2023

• Retired, Founder and CEO of Tudor, Pickering, Holt & Co., from 2007 to 2022

Mr. Tudor is the Founder and CEO of Artemis Energy Partners, an investing and advisory platform shaping the future of the industry. With decades of experience at the intersection of finance, energy, and policy, he has played a pivotal role in guiding strategic investments and fostering innovation across the sector. As the retired Founder and CEO of Tudor, Pickering, Holt & Co. and a former partner at Goldman Sachs, where he helped lead the firm's worldwide energy practice,

Mr. Tudor brings to the Board unparalleled expertise in energy investment, market strategy, and corporate leadership.

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

Deming

Dickerson

Earley

Hambly

Keller

Murphy

Nolan

Ryan

Sugg

Tudor

EXPERIENCE

DIRECTOR TENURE RANGES

ASPECTS OF BOARD DIVERSITY

30%

are women

10%

are people

of color

years average

tenure

11.9

64.2

average age

Majority Voting Director and Nominee Independence

The Company's belief in directors' accountability is evident in the provision in our Corporate Governance Guidelines providing that an incumbent director who fails to receive the required vote for re-election shall tender a resignation to the Board. To the extent authorized by the proxies, the shares represented by the proxies will be voted in favor of the election of the ten nominees for director whose names are set forth herein. If for any reason any of these nominees is not a candidate when the election occurs, the shares represented by such proxies will be voted for the election of the other nominees named and may be voted for any substituted nominees or the Board may reduce its size.

However, the Company does not expect this to occur. All nominees were elected at the last Annual Meeting of Stockholders.

The Company's belief in the importance of directors' independence is reflected by the fact that all directors, other than Mr. Hambly, have been deemed independent by the Board based on the rules of the New York Stock Exchange ("NYSE") and the standards of independence included in the Company's Corporate Governance Guidelines. As part of its independence recommendation to the Board, the Nominating and Governance Committee at its February meeting considered familial relationships (Mr. Deming,

Mr. Murphy and Ms. Keller are first cousins).

Mr. Deming, the independent Chair of the Board, serves as presiding director at regularly scheduled board meetings as well as at no less than three meetings solely for

non-employee directors. The meetings for non-employee directors are held in conjunction with the regularly scheduled February, August and December board meetings. If the Company had a non-employee director that was not independent, at least one of these meetings would include only independent non-employee directors.

How We Are Organized and Operate

Board Leadership Structure/Separate Chair and CEO Positions

Mr. Deming serves as the Chair of the Board as an independent director. Mr. Hambly is the Company's President and Chief Executive Officer. Along with the Chair of the Board of Directors and the Chief Executive Officer, other directors bring different perspectives and roles to the Company's management, oversight, and strategic development. The Company's directors bring experience and expertise from both inside and outside the Company and industry, while the Chief Executive Officer is most familiar with the Company's business and most capable of leading the execution of the Company's strategy. The Board believes that separating the roles of Chair and Chief Executive Officer is currently in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. The Board does not believe that its role in risk oversight has been affected by the Board's leadership structure.

Risk Management

The Board exercises risk management oversight and control both directly and indirectly, the latter through various Board Committees. The Board regularly reviews information regarding the Company's credit, liquidity, and operations, including related risks. Further, the Company provides continuing education to our Board on topics that assist in the execution of their duties. The Compensation Committee is responsible for overseeing the management of risks relating to the Company's executive compensation plans and arrangements and the Company's key human capital management strategies. The Audit Committee is responsible for oversight of certain risks, including financial, cybersecurity, information security, and the ethical conduct of the Company's business, including the steps the Company has taken to monitor and mitigate these risks. In addition, the Company maintains property and casualty insurance coverage that may cover damages caused as a result of a cybersecurity event. The Finance Committee works in concert with the Audit Committee on certain aspects of risk management, including hedging and foreign exchange exposure. The Nominating and Governance Committee, in its role of assessing the overall corporate governance structure of the Company and reviewing and maintaining the Company's corporate governance guidelines, manages risks associated with the independence of the Board and potential conflicts of interest. The Health, Safety, Environment and Corporate

Responsibility Committee oversees management of risks associated with environmental, health and safety issues. While each Committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and by management about the known risks to the strategy and the business of the Company.

Committees

The standing Committees of the Board are the Audit Committee, the Compensation Committee, the Finance Committee, the Health, Safety, Environment and Corporate Responsibility Committee, and the Nominating and Governance Committee.

The Audit Committee has the sole authority to appoint or replace the Company's independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee also assists the Board with its oversight of the integrity of the Company's financial statements, the independent registered public accounting firm's qualifications, independence and performance, the Company's internal audit function, the compliance by the Company with legal and regulatory requirements, and the review of programs related to risk oversight, including cybersecurity, and compliance with the Company's Code of Business Conduct and Ethics.

The Audit Committee meets with representatives of the independent registered public accounting firm and with members of the internal audit function for these purposes. In February 2025, the Board designated Mr. Dickerson as its "Audit Committee Financial Expert" as defined in Item 407 of Regulation S-K.

All of the members of the Audit Committee are independent under the rules of the NYSE and the Company's independence standards.

The Compensation Committee oversees the compensation of the Company's executives and directors, administers the Company's annual incentive compensation plan, the longterm incentive plan and the stock plan for non-employee directors, administers the Company's Compensation Recoupment Policy, and reviews the Company's key human capital management strategies. The Compensation Discussion and Analysis section contains additional information about the Compensation Committee. In carrying out its duties, the Compensation Committee has direct access to independent compensation consultants to assist them.

All of the members of the Compensation Committee are independent under the rules of the NYSE and the Company's independence standards.

The Finance Committee assists the Board of Directors on matters relating to the financial strategy, liquidity position and financial policies and activities of the Company. In addition, the Finance Committee reviews and makes recommendations with respect to the Company's capital structure, major capital projects and any dividend or share repurchase programs. The Finance Committee also works in consultation with the Audit Committee on the Company's risk management strategy, including hedging and foreign exchange exposure.

The Health, Safety, Environment and Corporate Responsibility Committee assists the Board and management in monitoring compliance with applicable environmental, health and safety laws, rules and regulations as well as the Company's response to laws and regulations as part of the Company's business strategy and operations. The Committee assists the Board on matters relating to the Company's response to evolving public issues affecting the Company in the realm of health, safety, and the environment. Consideration of evolving matters regarding the climate, responsible business conduct and the community, as well as the review of the Company's sustainability reports, is also within the purview of this Committee. To supplement the expertise of the Committee (as well as the full Board) and assist the Committee in the discharge of its duties, the Company regularly brings in outside subject matter experts and also continuously briefs the Committee on current and developing issues relevant to the Company's business. The Committee has benefited from the Company's involvement with groups such as the International Petroleum Industry Environmental Conservation Association (Ipieca) and sponsorship of initiatives like the Massachusetts Institute of Technology (MIT) Center for Sustainability Science and Strategy (previously named the MIT Joint Program on the Science and Policy of Global Change), which keeps abreast of emerging issues with respect to climate change.

The Nominating and Governance Committee identifies and recommends potential Board members, recommends to the Board the slate of directors nominated for selection at the annual meeting, recommends appointments to Board Committees, oversees evaluation of the Board's performance, and assesses and makes recommendations concerning the overall corporate governance structure of the Company, including proposed changes to the Corporate Governance Guidelines of the Company. The Committee also oversees the Company's lobbying activities and political spending, and reviews current and emerging governance trends, issues and concerns that may affect the Company's business, operations, performance, or reputation. All of the members of the Nominating and Governance Committee are independent under the rules of the NYSE and the Company's independence standards.

Information regarding the process for evaluating and selecting potential director candidates, including those recommended by stockholders, is set out in the Committee's Charter and in the Company's Corporate Governance Guidelines. Stockholders desiring to recommend Board candidates for consideration by the Nominating and Governance Committee should address their recommendations to: Nominating and Governance Committee of the Board of Directors, c/o Corporate Secretary, Murphy Oil Corporation, 9805 Katy Freeway, G-200, Houston, Texas 77024. As a matter of policy,

candidates recommended by stockholders are evaluated on the same basis as candidates recommended by Board members, executive search firms or other sources.

Committee Charters

All Committee Charters, along with the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the Ethical Conduct for Executive Management, are available on the Company's website at: https://ir.murphyoilcorp.com/corporate-governance/ governance-documents and https://ir.murphyoilcorp.com/ corporate-governance/ethical-conduct-executive management. The information on the website is not deemed part of this proxy statement and is not incorporated by reference.

Board and Committee Evaluations

Our Board of Directors recognizes that a thorough evaluation process is an important element of corporate governance and enhances our Board's effectiveness.

Therefore, each year, the Chair of the Board and the Chair of each Board Committee request that the directors provide their assessment of the effectiveness of the full Board and each of the committees on which they serve. The Corporate Secretary is instructed by each Chair to manage the distribution and collection of the individual assessment forms which is conducted electronically through a third-party vendor portal. Once each director submits the completed assessment(s) through the portal, the responses are organized and summarized by the Corporate Secretary and provided to each Chair for review and discussion at the next scheduled meeting during executive session.

It should be noted that the Board and each Board Committee reviews the adequacy of its own performance through self-evaluation, but the Nominating and Governance Committee is charged with evaluating the adequacy of the entire process. Thus, each year, the Nominating and Governance Committee reviews and determines if the assessment forms stimulate a thoughtful evaluation about the Board and each Committee's function and provides a forum for feedback on areas of improvement.

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.

The Board and Committees

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:

• Annual Cash Retainer: $90,000

• Committee Chair Supplemental Retainers:

  O $20,000 for the Chairs of the Audit, Compensation, and Finance Committees

  O $15,000 for the Chairs of all other committees

• Audit Committee Financial Expert Retainer: $7,000

• Chair of the Board Supplemental Retainer (Cash Portion): $75,000 (50% of the total $150,000 supplemental retainer)

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".

2025 Director Compensation Table

1. Represents grant date fair value of RSUs awarded in 2025 as computed in accordance with FASB ASC Topic 718, excluding forfeiture estimates, as more fully described in Note I to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

2. Each non-employee director receives the same number of RSUs as part of their annual compensation. Outstanding amounts listed below vary due to whether a director has elected to defer settlement of a RSU award or any portion of their cash compensation in the form of deferred RSUs. For further details regarding the number of shares of the Company's common stock owned by all directors, please refer to the beneficial ownership table on page 45. At December 31, 2025, total RSUs outstanding were:

   	Restricted Stock Units
   Claiborne P. Deming	22,432
   Lawrence R. Dickerson	38,817
   Michelle A. Earley	29,251
   Elisabeth W. Keller	7,497
   R. Madison Murphy	7,497
   Jeffrey W. Nolan	54,827
   Robert N. Ryan, Jr.	7,497
   Laura A. Sugg	54,827
   Robert B. Tudor, III	7,497

3. The 1994 Retirement Plan for Non-Employee Directors was frozen on May 14, 2003. At that time, then current directors were vested based on their years of service, with no further benefits accruing and benefits being paid out according to the terms of the plan. Only Mr. Murphy continues to be eligible for benefits under the plan.

4. Total reflects charitable contribution matches made by the Company on behalf of directors during fiscal year 2025 pursuant to the Company's Gift Matching Program. Amounts may relate to director contributions made in the current or prior year.

5. Mr. Deming elected to receive 100% of his 2025 annual director retainer and cash-based portion of his 2025 Chair retainer in the form of RSUs under the 2021 NED Plan. The remaining equity-based portion of his Chair retainer was awarded in RSUs under the same plan. RSUs that vested on the grant date are included in the Fees Earned or Paid in Cash column because they represent cash compensation delivered in stock. RSUs subject to future vesting are reported in the Stock Awards column at grant date fair value. He elected to defer settlement of these RSUs until termination of Board service or a future date selected at the time of election.

6. The director elected to defer payment of such amounts under the NED DCP Plan.

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 corporatesecretary@murphyoilcorp.com. 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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PROPOSAL 2

Advisory Vote To Approve Executive Compensation

THE BOARD RECOMMENDS A VOTE "FOR"THE APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

PROPOSAL 2

The Dodd-Frank Wall Street Reform and Consumer Protection Act ("the Dodd-Frank Act") enables the Company's stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC's rules. At the 2025 Annual Meeting, stockholders endorsed the compensation of the Company's Named Executive Officers for 2024 with over 94% of the votes cast supporting the proposal.

As described in detail under the heading "Compensation Discussion and Analysis," the Company's executive compensation programs are designed to attract, motivate, and retain the Named Executive Officers who are critical to the Company's success. Under these programs, the Named Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals, and the realization of increased stockholder value. Please read the "Compensation Discussion and Analysis" along with the information in the compensation tables for additional details about the executive compensation programs, including information about the fiscal year 2025 compensation of the Named Executive Officers.

Stockholders are asked to indicate their support for the Named Executive Officer compensation as described in this proxy statement. This proposal, commonly known as a "Say-on-Pay" proposal, gives stockholders the opportunity to express their views on the Named Executive Officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, stockholders are requested to vote "FOR" the following resolution at the Annual Meeting:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company's Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2025 Summary Compensation Table and the other related tables and disclosures."

The Say-on-Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee (the "Committee") or the Board of Directors. The Board of Directors and the Committee value the opinions of stockholders and to the extent there is a significant vote against the Named Executive Officer compensation as disclosed in this proxy statement, the Committee will consider stockholders' concerns and will evaluate whether any actions are necessary to address those concerns.

The Company has determined to submit Named Executive Officer compensation to an advisory (non-binding) vote annually. At the 2023 Annual Meeting, stockholders voted on an advisory basis regarding the frequency of Say-on-Pay votes and approved holding Say-on-Pay votes on an annual basis. The next advisory vote on our Named Executive Officer compensation will be held at our 2027 Annual Meeting of Stockholders.

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