Filed pursuant to Rule 433
Registration Nos. 333-289925 and
333-289925-01
September 2, 2025
BHP Group Limited
Pricing Details on BHP Billiton Finance (USA) Limited 5.000% Senior Notes due 2036
| Issuer: | BHP Billiton Finance (USA) Limited | |
| Guarantor: | BHP Group Limited | |
| Security: | 5.000% Senior Notes due 2036 (the “2036 Notes”) | |
| Principal Amount: | US$500,000,000 | |
| Guarantor Credit Ratings*: | A1 (stable) by Moody’s Investors Service, Inc. | |
| A- (stable) by Standard & Poor’s Ratings Services | ||
| A (stable) by Fitch Ratings Inc. | ||
| Expected Note Ratings*: | A1 by Moody’s Investors Service, Inc.
A by Fitch Ratings Inc. | |
| Denominations: | US$2,000 and integral multiples of US$1,000 | |
| Settlement Date (T+3)**: | September 5, 2025 | |
| Guarantee: | Payment of the principal of and interest on the 2036 Notes is fully and unconditionally guaranteed by the Guarantor | |
| Maturity Date: | February 15, 2036 | |
| Day Count: | 30/360 | |
| Day Count Convention: | Following, unadjusted | |
| Interest Rate: | 5.000% per annum | |
| Date interest starts accruing: | September 5, 2025 | |
| Interest Payment Dates: | February 15 and August 15 of each year, subject to the Day Count Convention, commencing on the First Interest Payment Date | |
| First Interest Payment Date: | February 15, 2026 (short first coupon) | |
| Benchmark Treasury: | 4.250% due August 15, 2035 | |
| Benchmark Treasury Price: | 99-25+ | |
| Benchmark Treasury Yield: | 4.275% | |
| Spread to Benchmark Treasury: | 77bps | |
| Re-offer Yield: | 5.045% | |
| Ranking: | The 2036 Notes are unsecured obligations of the Issuer and will rank equally with all of the Issuer’s other unsecured and unsubordinated indebtedness | |
Filed pursuant to Rule 433
Registration Nos. 333-289925 and
333-289925-01
September 2, 2025
| Governing Law: | New York | |
| Optional Redemption: | Make-Whole Call: at the Treasury Rate plus 15bps at any time before November 15, 2035 | |
| Par Call at any time on or after November 15, 2035 | ||
| Issue Price: | 99.641% | |
| Gross Proceeds: | US$498,205,000 | |
| Underwriters’ Fee: | 0.450% | |
| All-in Price: | 99.191% | |
| Proceeds to Issuer: | US$495,955,000 | |
| Joint Bookrunners: | BNP Paribas Securities Corp. BofA Securities, Inc. CIBC World Markets Corp. J.P. Morgan Securities LLC MUFG Securities Americas Inc. | |
| Co-managers: | Australia and New Zealand Banking Group Limited Bank of China Limited, London Branch ICBC Standard Bank Plc Scotia Capital (USA) Inc. Westpac Banking Corporation | |
| CUSIP: | 055451BN7 | |
| ISIN: | US055451BN75 | |
| * | Ratings may be changed, suspended or withdrawn at any time and are not a recommendation to buy, hold or sell any security. |
| ** | BHP Billiton Finance (USA) Limited expects that delivery of the 2036 Notes will be made to investors on or about September 5, 2025, which will be the third business day following the date of pricing of the 2036 Notes (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the 2036 Notes prior to the first business day before the delivery of the 2036 Notes will be required, by virtue of the fact that the 2036 Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the 2036 Notes who wish to trade the 2036 Notes prior to the first business day prior to the date of delivery of the 2036 Notes should consult their advisors. |
No PRIIPs or UK PRIIPs KID – No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the 2036 Notes are not available to retail in the European Economic Area or the United Kingdom.
Filed pursuant to Rule 433
Registration Nos. 333-289925 and
333-289925-01
September 2, 2025
The communication of this term sheet and any other document or materials relating to the issue of the 2036 Notes is not being made, and this term sheet and such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended. Accordingly, this term sheet and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This term sheet and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This term sheet and any other document or materials relating to the issue of the 2036 Notes are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this term sheet and any other document or materials relating to the issue of the 2036 Notes relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this term sheet or any other documents and/or materials relating to the issue of the 2036 Notes or any of their contents.
The Issuer and the Guarantor have filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. The offer is being made only by means of a prospectus and related prospectus supplement. You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by contacting BNP Paribas Securities Corp. by telephone at 1-800-854-5674, BofA Securities, Inc. by telephone at 1-800-294-1322, CIBC World Markets Corp. by telephone at 1-800-282-0822, J.P. Morgan Securities LLC by telephone at 1-212-834-4533 and MUFG Securities Americas Inc. by telephone at 1-877-649-6848.
Filed pursuant to Rule 433
Registration Nos. 333-289925 and
333-289925-01
September 2, 2025
BHP Group Limited
Pricing Details on BHP Billiton Finance (USA) Limited 5.750% Senior Notes due 2055
| Issuer: | BHP Billiton Finance (USA) Limited | |
| Guarantor: | BHP Group Limited | |
| Security: | 5.750% Senior Notes due 2055 (the “2055 Notes”) | |
| Principal Amount: | US$1,000,000,000 | |
| Guarantor Credit Ratings*: | A1 (stable) by Moody’s Investors Service, Inc. | |
| A- (stable) by Standard & Poor’s Ratings Services | ||
| A (stable) by Fitch Ratings Inc. | ||
| Expected Note Ratings*: | A1 by Moody’s Investors Service, Inc.
A by Fitch Ratings Inc. | |
| Denominations: | US$2,000 and integral multiples of US$1,000 | |
| Settlement Date (T+3)**: | September 5, 2025 | |
| Guarantee: | Payment of the principal of and interest on the 2055 Notes is fully and unconditionally guaranteed by the Guarantor | |
| Maturity Date: | September 5, 2055 | |
| Day Count: | 30/360 | |
| Day Count Convention: | Following, unadjusted | |
| Interest Rate: | 5.750% per annum | |
| Date interest starts accruing: | September 5, 2025 | |
| Interest Payment Dates: | March 5 and September 5 of each year, subject to the Day Count Convention, commencing on the First Interest Payment Date | |
| First Interest Payment Date: | March 5, 2026 | |
| Benchmark Treasury: | 4.750% due May 15, 2055 | |
| Benchmark Treasury Price: | 96-19+ | |
| Benchmark Treasury Yield: | 4.969% | |
| Spread to Benchmark Treasury: | 83bps | |
| Re-offer Yield: | 5.799% | |
| Ranking: | The 2055 Notes are unsecured obligations of the Issuer and will rank equally with all of the Issuer’s other unsecured and unsubordinated indebtedness | |
Filed pursuant to Rule 433
Registration Nos. 333-289925 and
333-289925-01
September 2, 2025
| Governing Law: | New York | |
| Optional Redemption: | Make-Whole Call: at the Treasury Rate plus 15bps at any time before March 5, 2055 | |
| Par Call at any time on or after March 5, 2055 | ||
| Issue Price: | 99.307% | |
| Gross Proceeds: | US$993,070,000 | |
| Underwriters’ Fee: | 0.875% | |
| All-in Price: | 98.432% | |
| Proceeds to Issuer: | US$984,320,000 | |
| Joint Bookrunners: | BNP Paribas Securities Corp. BofA Securities, Inc. CIBC World Markets Corp. J.P. Morgan Securities LLC MUFG Securities Americas Inc. | |
| Co-managers: | Australia and New Zealand Banking Group Limited Bank of China Limited, London Branch ICBC Standard Bank Plc Scotia Capital (USA) Inc. Westpac Banking Corporation | |
| CUSIP: | 055451BM9 | |
| ISIN: | US055451BM92 | |
| * | Ratings may be changed, suspended or withdrawn at any time and are not a recommendation to buy, hold or sell any security. |
| ** | BHP Billiton Finance (USA) Limited expects that delivery of the 2055 Notes will be made to investors on or about September 5, 2025, which will be the third business day following the date of pricing of the 2055 Notes (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the 2055 Notes prior to the first business day before the delivery of the 2055 Notes will be required, by virtue of the fact that the 2055 Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the 2055 Notes who wish to trade the 2055 Notes prior to the first business day prior to the date of delivery of the 2055 Notes should consult their advisors. |
No PRIIPs or UK PRIIPs KID – No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the 2055 Notes are not available to retail in the European Economic Area or the United Kingdom.
Filed pursuant to Rule 433
Registration Nos. 333-289925 and
333-289925-01
September 2, 2025
The communication of this term sheet and any other document or materials relating to the issue of the 2055 Notes is not being made, and this term sheet and such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended. Accordingly, this term sheet and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This term sheet and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This term sheet and any other document or materials relating to the issue of the 2055 Notes are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this term sheet and any other document or materials relating to the issue of the 2055 Notes relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this term sheet or any other documents and/or materials relating to the issue of the 2055 Notes or any of their contents.
The Issuer and the Guarantor have filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. The offer is being made only by means of a prospectus and related prospectus supplement. You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by contacting BNP Paribas Securities Corp. by telephone at 1-800-854-5674, BofA Securities, Inc. by telephone at 1-800-294-1322, CIBC World Markets Corp. by telephone at 1-800-282-0822, J.P. Morgan Securities LLC by telephone at 1-212-834-4533 and MUFG Securities Americas Inc. by telephone at 1-877-649-6848.