| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
BHP Group Ltd [ BHP ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[BHP] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares, no par value per share | 271,521 | D | |
| Ordinary Shares, no par value per share | 1,394 | I | By Spouse |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| American Depositary Shares | (1) | (1) | Ordinary Shares | 4,084 | (1) | D | |
| Conditional Awards | (2) | (2) | Ordinary Shares | 25,219 | (2) | D | |
| Conditional Awards | (3) | (3) | Ordinary Shares | 3,039 | (3) | D | |
| Conditional Awards | (4) | (4) | Ordinary Shares | 23,784 | (4) | D | |
| Conditional Awards | (5) | (5) | Ordinary Shares | 22,870 | (5) | D | |
| Conditional Awards | (6) | (6) | Ordinary Shares | 19,981 | (6) | D | |
| Conditional Awards | (7) | (7) | Ordinary Shares | 19,981 | (7) | D | |
| Conditional Awards | (8) | (8) | Ordinary Shares | 38,453 | (8) | D | |
| Conditional Awards | (9) | (9) | Ordinary Shares | 38,453 | (9) | D | |
| Explanation of Responses: |
| 1. Each American Depositary Share ("ADS") represents two ordinary shares of BHP Group Limited. ADSs may be surrendered in exchange for the deposited ordinary shares represented thereby at any time, subject to the terms of the applicable deposit agreement. The ADSs have no expiration date. |
| 2. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on November 23, 2021 and will vest in accordance with the plan rules subject to continued service through June 30, 2026 and other conditions of the plan. |
| 3. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on June 17, 2022 and will vest in accordance with the plan rules subject to continued service through June 30, 2026 and other conditions of the plan. |
| 4. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on November 22, 2022 and will vest in accordance with the plan rules subject to continued service through June 30, 2027 and other conditions of the plan. |
| 5. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on November 8, 2023 and will vest in accordance with the plan rules subject to continued service through June 30, 2028 and other conditions of the plan. |
| 6. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on November 8, 2024 and will vest in accordance with the plan rules subject to continued service through June 30, 2026 and other conditions of the plan. |
| 7. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on November 8, 2024 and will vest in accordance with the plan rules subject to continued service through June 30, 2029 and other conditions of the plan. |
| 8. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on October 31, 2025 and will vest in accordance with the plan rules subject to continued service through June 30, 2027 and other conditions of the plan. |
| 9. Each Conditional Award represents a contingent right to receive one BHP Group ordinary share. The Conditional Awards were granted on October 31, 2025 and will vest in accordance with the plan rules subject to continued service through June 30, 2030 and other conditions of the plan. |
| /s/ Stefanie Kate Wilkinson, Attorney-in-Fact | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||