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
29 August 2025
BHP GROUP LIMITED
(ABN 49 004 028 077)
(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
29 August 2025
Rule 3.19A.2
Appendix 3Y
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 property and 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 | 13 November 2024 | |
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 and Indirect | |
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Ordinary shares in BHP Group Limited held by HSBC Bank Australia in a shareholder account of which Mike Henry is the sole beneficiary and ordinary shares in BHP Group Limited held by HSBC Security Services Asia Pac in a shareholder account of which Mike Henry is the sole beneficiary. | |
| Date of change | 22 August 2025 | |
| No. of securities held prior to change | Ordinary shares: Indirect: 478,035 ordinary shares in BHP Group Limited.
Options and other rights: Direct: 649,062 maximum number of Long Term Incentive Plan performance rights (rights to receive ordinary shares in BHP Group Limited under the Long Term Incentive Plan subject to satisfying applicable service and performance conditions).
Direct: 305,569 Cash and Deferred Plan deferred rights (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan subject to satisfying applicable service conditions). |
| + See chapter 19 for defined terms. | ||
| 01/01/2011 | Appendix 3Y Page 1 | |
Appendix 3Y
Change of Director’s Interest Notice
| Class | Ordinary shares | |
| Number acquired | 144,654 ordinary shares in BHP Group Limited. | |
| Number disposed | 66,295 ordinary shares in BHP Group Limited. | |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Vesting of 144,654 of share rights for nil consideration.
On-market sale of 66,295 ordinary shares in BHP Group Limited for A$42.22 | |
| No. of securities held after change | Ordinary shares: Indirect: 556,394 ordinary shares in BHP Group Limited.
Options and other rights: Direct: 491,924 maximum number 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).
Direct: 212,771 deferred rights under the Cash and Deferred Plan (rights to receive ordinary shares in BHP Group Limited under the Cash and Deferred Plan subject to satisfying applicable service conditions) |
| + See chapter 19 for defined terms. | ||
| Appendix 3Y Page 2 | 01/01/2011 | |
Appendix 3Y
Change of Director’s Interest Notice
29 August 2025
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
1. The acquisition of 51,856 ordinary shares in BHP Group Limited following the vesting of performance rights under the Long Term Incentive Plan* and 92,798 ordinary shares in BHP Group Limited following the vesting of deferred rights under the Cash and Deferred Plan.
2. The on-market sale of 66,295 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising from the transactions described in 1.
*Mike Henry’s 2020 Long Term Incentive Plan award comprised of 157,138 awards, subject to the achievement of performance conditions. The five year performance period ended on 30 June 2025 and performance against the Total Shareholder Return performance condition resulted in 33 per cent of the awards vesting (equal to 51,856 ordinary shares). Further detail in respect of the 2020 Long Term Incentive award is provided in BHP’s Remuneration Report released on 19 August 2025. |
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 | - | |
| Nature of interest | - | |
| Name of registered holder (if issued securities) |
- | |
| Date of change | - | |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
- | |
| Interest acquired | - | |
| Interest disposed | - | |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
- | |
| Interest after change | - |
| + See chapter 19 for defined terms. | ||
| 01/01/2011 | Appendix 3Y Page 3 | |
Appendix 3Y
Change of Director’s Interest Notice
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 |
Authorised for release by Stefanie Wilkinson, Group Company Secretary
Stefanie Wilkinson
T + 61 3 9609 2153
T + 61 3 9609 3500
BHP Group Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 18, 171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 554 757 Fax +61 3 9609 3015
| + 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
27 August 2025
|
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) | ||||||||
|
a) |
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 | BHP Group Limited ordinary shares | ||||||||
| Identification code | ISIN: AU000000BHP4 | |||||||||
| b) |
Nature of the transaction | 1. The acquisition of 51,856 ordinary shares in BHP Group Limited following the vesting of performance rights under the Long Term Incentive Plan and 92,798 ordinary shares in BHP Group Limited following the vesting of deferred rights under the Cash and Deferred Plan. | ||||||||
|
2. The on-market sale of 66,295 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising from the transactions described in 1. | ||||||||||
| c) |
Price(s) and volume(s) | |||||||||
| Transaction | Price | Volume | ||||||||
| 1 | Nil | 144,654 | ||||||||
| 2 | AUD $42.22 | 66,295 | ||||||||
|
d) |
Aggregated information - Aggregated volume - Price |
N/A | ||||||||
| e) |
Date of the transaction | 1. 2025-08-22 | ||||||||
|
2. 2025-08-22 | ||||||||||
| f) |
Place of the transaction | 1. Outside a trading venue | ||||||||
|
2. Australian Securities Exchange (ASX) | ||||||||||
|
1 |
Details of the person discharging managerial responsibilities / persons closely associated | |||||||||
|
a) |
Name | Brandon Craig | ||||||||
|
2 |
Reason for the notification | |||||||||
|
b) |
Position/status | PDMR (President, Americas) | ||||||||
|
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 | BHP Group Limited ordinary shares | ||||||||
| Identification code | ISIN: AU000000BHP4 | |||||||||
| b) |
Nature of the transaction | 1. The acquisition of 19,938 ordinary shares in BHP Group Limited following the vesting of deferred rights under the Management Award Plan. | ||||||||
|
2. The on-market sale of 8,684 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising from the transaction described in 1. | ||||||||||
| c) |
Price(s) and volume(s) | |||||||||
| Transaction | Price | Volume | ||||||||
| 1 | Nil | 19,938 | ||||||||
| 2 | AUD $42.22 | 8,684 | ||||||||
|
d) |
Aggregated information - Aggregated volume - Price |
N/A | ||||||||
| e) |
Date of the transaction | 1. 2025-08-22 | ||||||||
|
2. 2025-08-22 | ||||||||||
| f) |
Place of the transaction | 1. Outside a trading venue | ||||||||
|
2. 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 | BHP Group Limited ordinary shares | ||||||||
| Identification code | ISIN: AU000000BHP4 | |||||||||
| b) |
Nature of the transaction | 1. The acquisition of 20,018 ordinary shares in BHP Group Limited following the vesting of performance rights under the Long Term Incentive Plan Award and 51,432 ordinary shares in BHP Group Limited following the vesting of deferred rights under the Cash and Deferred Plan. | ||||||||
|
2. The on-market sale of 32,479 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising from the transactions described in 1. | ||||||||||
| c) |
Price(s) and volume(s) | |||||||||
| Transaction | Price | Volume | ||||||||
| 1 | Nil | 71,450 | ||||||||
| 2 | AUD $42.22 | 32,479 | ||||||||
|
d) |
Aggregated information - Aggregated volume - Price |
N/A | ||||||||
| e) |
Date of the transaction | 1. 2025-08-22 | ||||||||
|
2. 2025-08-22 | ||||||||||
| f) |
Place of the transaction | 1. Outside a trading venue | ||||||||
|
2. 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 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 | BHP Group Limited ordinary shares | ||||||||
| Identification code | ISIN: AU000000BHP4 | |||||||||
| b) |
Nature of the transaction | 1. The acquisition of 27,731 ordinary shares in BHP Group Limited following the vesting of deferred rights under the Management Award Plan and 22,682 ordinary shares in BHP Group Limited following the vesting of deferred rights under the Cash and Deferred Plan. | ||||||||
|
2. The on-market sale of 11,413 ordinary shares in BHP Group Limited in order to meet expected tax obligations arising from the transactions described in 1. | ||||||||||
| c) |
Price(s) and volume(s) | |||||||||
| Transaction | Price | Volume | ||||||||
| 1. | Nil | 50,413 | ||||||||
| 2. | AUD $42.22 | 11,413 | ||||||||
|
d) |
Aggregated information - Aggregated volume - Price |
N/A | ||||||||
| e) |
Date of the transaction | 1. 2025-08-22 | ||||||||
|
2. 2025-08-22 | ||||||||||
| f) |
Place of the transaction | 1. Outside a trading venue | ||||||||
|
2. 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: August 29, 2025 | By: | /s/ Stefanie Wilkinson | ||||
| Name: | Stefanie Wilkinson | |||||
| Title: | Group Company Secretary | |||||