6-K

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

February 5, 2026

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 ☐

EXHIBITS

99.1Stock Exchange announcement dated 5 February 2026 entitled ‘No intention to bid statement’.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorised.

Document

EXHIBIT 99.1

Notice to ASX/LSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

No intention to bid statement

5 February 2026

Further to the announcement of 8 January 2026, Rio Tinto plc and Rio Tinto Limited (together, "Rio Tinto") confirm that Rio Tinto is no longer considering a possible merger or other business combination with Glencore plc (“Glencore”), as Rio Tinto has determined that it could not reach an agreement that would deliver value to its shareholders.

Rio Tinto assessed the opportunity and came to this view through the disciplined lens set out at its Capital Markets Day in December 2025 – prioritising long-term value and delivering leading shareholder returns.

This announcement is made by Rio Tinto in accordance with Rule 2.8 of the Code. As a result of this announcement Rio Tinto will, together with any party acting in concert with it, be bound by the restrictions contained in Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Rio Tinto and any person(s) acting in concert with it reserve the right to set aside the restrictions in Rule 2.8 in the following circumstances: (i) with the agreement of the board of Glencore; (ii) if a third party announces a firm intention to make an offer for Glencore; (iii) if Glencore announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

This announcement is authorised for release to the market by Andy Hodges, Rio Tinto’s Group Company Secretary.

Notice to ASX/LSE

Contacts

Please direct all enquiries to media.enquiries@riotinto.com

This announcement is authorised for release to the market by Andy Hodges, Rio Tinto’s Group Company Secretary.

riotinto.com