6-K
BHP Group Ltd (BHP)
6-K
2025-11-05
For: 2025-11-05
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Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
5 November 2025
BHP GROUP LIMITED
(ABN49 004 028 077)
(Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA
(Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE,
VICTORIA 3000 AUSTRALIA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
Appendix 3Y
Change of Director’s Interest Notice
5 November 2025
Rule 3.19A.2
Appendix3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s propertyand may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | BHP Group Limited |
|---|---|
| ABN | 49 004 028 077 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Mike Henry |
|---|---|
| Date of last notice | 29 August 2025 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct |
|---|---|
| Nature of indirect interest (includingregistered holder)<br> <br>Note: Provide details of the circumstances giving rise to the relevant interest. | N/A |
| Date of change | 31 October 2025 |
| + See chapter 19 for defined terms. | |
| --- | |
| 01/01/2011 Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
| No. of securities held prior to change | Ordinary<br>shares:<br> <br>Indirect: 556,394 ordinary shares in BHP Group Limited.<br> <br><br><br><br>Options and other rights:<br> <br>Direct: 491,924 maximum number<br>of performance rights under the Long Term Incentive Plan (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan subject to satisfying applicable service and performance conditions).<br><br><br><br> <br>Direct: 212,771 deferred rights under the Cash and Deferred Plan (rights to receive<br>ordinary shares in BHP Group Limited under the Cash and Deferred Plan subject to satisfying applicable service conditions). |
|---|---|
| Class | Rights to receive ordinary shares in BHP Group Limited under BHP’s incentive plans (awards) |
| Number acquired | 1. 151,581 performance rights under the Long Term Incentive Plan (rights to receive ordinary shares in<br>BHP Group Limited under the Long Term Incentive Plan).<br> <br><br><br><br>2. 63,669 deferred rights under the Cash and Deferred Plan that are eligible to vest in two years (rights<br>to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan).<br> <br><br><br><br>3. 63,669 deferred rights under the Cash and Deferred Plan that are eligible to vest in five years<br>(rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan). |
| Number disposed | N/A |
| Value/Consideration<br><br><br>Note: If consideration is non-cash, provide details and estimated valuation | Grant of 278,919 performance rights and deferred rights for nil consideration. |
| + See chapter 19 for defined terms. | |
| --- | --- |
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
5 November 2025
| No. of securities held after change | Ordinary<br>shares:<br> <br>Indirect: 556,394 ordinary shares in BHP Group Limited.<br> <br><br><br><br>Rights:<br> <br>Direct: 643,505 maximum number of performance<br>rights under the Long Term Incentive Plan (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan subject to satisfying applicable service and performance conditions).<br><br><br><br> <br>Direct: 340,109 deferred rights under the Cash and Deferred Plan (rights to receive<br>ordinary shares in BHP Group Limited under the Cash and Deferred Plan subject to satisfying applicable service conditions). |
|---|---|
| Nature of change<br><br><br>Example: on-market trade, off-market trade, exercise of options, issue<br>of securities under dividend reinvestment plan, participation in buy-back | 1. The grant of 151,581 performance rights under the Long Term Incentive Plan.<br><br><br><br> <br>2. The grant of 63,669 deferred<br>rights under the Cash and Deferred Plan that are eligible to vest in two years.<br> <br><br><br><br>3. The grant of 63,669 deferred rights under the Cash and Deferred Plan that are eligible to vest in five<br>years. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) | N/A |
| Date of change | N/A |
| + See chapter 19 for defined terms. | |
| --- | |
| 01/01/2011 Appendix 3Y Page 3 |
Appendix 3Y
Change of Director’s Interest Notice
| No. and class ofsecurities to which interest related prior to change<br> <br>Note: Details are only required for a contract in relation to which the interest has<br>changed | N/A |
|---|---|
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration<br><br><br>Note: If consideration is non-cash, provide details and an estimated valuation | N/A |
| Interest after change | N/A |
Part 3 – ^+^Closed period
| Were the interests in the securities or contracts detailed above traded during a ^+^closed period where prior written clearance was required? | No |
|---|---|
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A |
| If prior written clearance was provided, on what date was this provided? | N/A |
Part 4 – +Contact details
| Name of authorised officers responsible for making this notification on behalf of entities | Stefanie Wilkinson Group Company Secretary |
|---|---|
| Contact details | Stefanie Wilkinson<br><br><br>T +61 3 9609 3333 |
| + See chapter 19 for defined terms. | |
| --- | --- |
| Appendix 3Y Page 4 | 01/01/2011 |
BHP GROUP LIMITED
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
3 November 2025
| 1 | Details of the person discharging managerial responsibilities / persons closelyassociated | |||
|---|---|---|---|---|
| a) | Name | Brandon Craig | ||
| 2 | Reason for the notification | |||
| a) | Position/status | PDMR (President, Americas) | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | BHP Group Limited | ||
| b) | LEI | WZE1WSENV6JSZFK0JC28 | ||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) eachdate; and (iv) each place where transactions have been conducted. | |||
| a) | Description of the financial instrument, type of instrument<br><br><br><br> <br>Identification code | This notification is in respect of the grant of<br>the following awards to the President Americas under the Group’s incentive plans: (i) performance rights under the Long Term Incentive Plan; (ii) deferred rights under the Cash and Deferred Plan that are eligible to vest after two-years; and (iii) deferred rights under the Cash and Deferred Plan that are eligible to vest after five-years.<br> <br><br><br><br>Type of instrument<br> <br><br><br><br>Each grant under BHP Group Limited’s Long Term Incentive Plan and Cash and Deferred Plan is a conditional award to receive one ordinary fully paid share<br>in BHP Group Limited (award), subject to meeting the applicable service and/or performance conditions. | ||
| Identification code | ||||
| ISIN: AU000000BHP4 | ||||
| b) | Nature of the transaction | 1. The grant of 61,940 performance rights under the Long Term Incentive Plan | ||
| 2. The grant of 31,215 deferred rights under the Cash and Deferred Plan that vest in two<br>years. | ||||
| 3. The grant of 31,215 deferred rights under the Cash and Deferred Plan that vest in five<br>years. | ||||
| c) | Price(s) and volume(s) | |||
| Transaction | Price | Volume | ||
| 1 | Nil | 61,940 | ||
| 2 | Nil | 31,215 | ||
| 3 | Nil | 31,215 | ||
| d) | Aggregated information<br><br><br>- Aggregated volume<br> <br>-<br>Price | 124,370<br> <br>Nil | ||
| e) | Date of the transaction | 2025-10-31 | ||
| f) | Place of the transaction | Australian Securities Exchange (ASX) | ||
| 1 | Details of the person discharging managerial responsibilities / persons closely associated | |||
| --- | --- | --- | --- | --- |
| a) | Name | Mike Henry | ||
| 2 | Reason for the notification | |||
| b) | Position/status | PDMR (Chief Executive Officer) | ||
| c) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | BHP Group Limited | ||
| b) | LEI | WZE1WSENV6JSZFK0JC28 | ||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) eachdate; and (iv) each place where transactions have been conducted. | |||
| a) | Description of the financial instrument, type of instrument<br><br><br><br> <br>Identification code | This notification is in respect of the grant of<br>the following awards to the Chief Executive Officer under the Group’s incentive plans: (i) performance rights under the Long Term Incentive Plan; (ii) deferred rights under the Cash and Deferred Plan that are eligible to vest after two-years; and (iii) deferred rights under the Cash and Deferred Plan that are eligible to vest after five-years.<br> <br><br><br><br>Type of instrument<br> <br><br><br><br>Each grant under BHP Group Limited’s Long Term Incentive Plan and Cash and Deferred Plan is a conditional award to receive one ordinary fully paid share<br>in BHP Group Limited (award), subject to meeting the applicable service and/or performance conditions. | ||
| Identification code | ||||
| ISIN: AU000000BHP4 | ||||
| b) | Nature of the transaction | 1. The grant of 151,581 performance rights under the Long Term Incentive Plan | ||
| 2. The grant of 63,669 deferred rights under the Cash and Deferred Plan that vest in two<br>years. | ||||
| 3. The grant of 63,669 deferred rights under the Cash and Deferred Plan that vest in five<br>years. | ||||
| c) | Price(s) and volume(s) | |||
| Transaction | Price | Volume | ||
| 1 | Nil | 151,581 | ||
| 2 | Nil | 63,669 | ||
| 3 | Nil | 63,669 | ||
| d) | Aggregated information<br><br><br>- Aggregated volume<br> <br>-<br>Price | 278,919<br> <br>Nil | ||
| e) | Date of the transaction | 2025-10-31 | ||
| f) | Place of the transaction | Australian Securities Exchange (ASX) | ||
| 1 | Details of the person discharging managerial responsibilities / persons closely associated | |||
| --- | --- | --- | ||
| a) | Name | Vandita Pant | ||
| 2 | Reason for the notification | |||
| b) | Position/status | PDMR (Chief Financial Officer) | ||
| c) | Initial<br><br><br>notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | BHP Group Limited | ||
| b) | LEI | WZE1WSENV6JSZFK0JC28 | ||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;(iii) each date; and (iv) each place where transactions have been conducted. | |||
| a) | Description of the financial instrument, type of instrument<br><br><br><br> <br>Identification code | This notification is in respect of the grant of<br>the following awards to the Chief Financial Officer under the Group’s incentive plans: (i) performance rights under the Long Term Incentive Plan; (ii) deferred rights under the Cash and Deferred Plan that are eligible to vest after two-years; and (iii) deferred rights under the Cash and Deferred Plan that are eligible to vest after five-years.<br> <br><br><br><br>Type of Instrument<br> <br><br><br><br>Each grant under the Long Term Incentive Plan and Cash and Deferred Plan is a conditional right to one ordinary fully paid share in BHP Group Limited (award),<br>subject to meeting the applicable service and/or performance conditions.<br> <br><br><br><br>Identification code<br> <br><br><br><br>ISIN: AU000000BHP4 | ||
| b) | Nature of the transaction | 1. The<br>grant of 74,059 performance rights under the Long Term Incentive Plan. | ||
| 2. The<br>grant of 35,876 deferred rights under the Cash and Deferred Plan that vest in two years. | ||||
| 3. The grant of 35,876 deferred rights under the Cash and Deferred Plan that vest in five<br>years. | ||||
| --- | --- | --- | --- | --- |
| c) | Price(s) and volume(s) | |||
| Transaction | Price | Volume | ||
| 1. | Nil | 74,059 | ||
| 2. | Nil | 35,876 | ||
| 3. | Nil | 35,876 | ||
| d) | Aggregated information<br><br><br>- Aggregated volume<br> <br>- Price | 145,811<br> <br>Nil | ||
| e) | Date of the transaction | 2025-10-31 | ||
| f) | Place of the transaction | Australian Securities Exchange (ASX) | ||
| 1 | Details of the person discharging managerial responsibilities / persons closely associated | |||
| --- | --- | --- | --- | --- |
| a) | Name | Geraldine Slattery | ||
| 2 | Reason for the notification | |||
| b) | Position/status | PDMR (President Australia) | ||
| c) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | BHP Group Limited | ||
| b) | LEI | WZE1WSENV6JSZFK0JC28 | ||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;(iii) each date; and (iv) each place where transactions have been conducted. | |||
| a) | Description of the financial instrument, type of instrument<br> <br><br><br><br>Identification code | This notification is in respect of the grant of the following awards<br>to the President Australia under the Group’s incentive plans: (i) performance rights under the Long Term Incentive Plan; (ii) deferred rights under the Cash and Deferred Plan that are eligible to vest after<br>two-years; and (ii) deferred rights under the Cash and Deferred Plan that are eligible to vest after five-years.<br> <br><br><br><br>Type of Instrument<br> <br><br><br><br>Each grant under the Long Term Incentive Plan and Cash and Deferred Plan is a conditional right to one ordinary fully paid share in BHP Group Limited (award),<br>subject to meeting the applicable service and/or performance conditions.<br> <br><br><br><br>Identification code ISIN: | ||
| AU000000BHP4 | ||||
| b) | Nature of the transaction | 1. The grant of 77,089 performance rights under the Long Term Incentive Plan.<br><br><br><br> <br>2. The grant of 38,453 deferred<br>rights under the Cash and Deferred Plan that vest in two years.<br> <br><br><br><br>3. The grant of 38,453 deferred rights under the Cash and Deferred Plan that vest in five<br>years. | ||
| c) | Price(s) and volume(s) | |||
| Transaction | Price | Volume | ||
| 1 | Nil | 77,089 | ||
| 2 | Nil | 38,453 | ||
| 3 | Nil | 38,453 | ||
| d) | Aggregated information<br><br><br>- Aggregated volume<br> <br>-<br>Price | 153,995<br> <br>Nil | ||
| e) | Date of the transaction | 2025-10-31 | ||
| f) | Place of the transaction | Australian Securities Exchange (ASX) |
SIGNATURES
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | ||
|---|---|---|
| BHP Group Limited | ||
| --- | --- | --- |
| Date: November, 5 2025 | By: | /s/ Stefanie Wilkinson |
| Name: | Stefanie Wilkinson | |
| Title: | Group General Counsel and Group Company Secretary |