Bhp Group Limited SEC Filings

BHP Group Limited announced that the Federal Court of Australia has approved the settlement of the Australian Samarco shareholder class action. Under the terms of the settlement, BHP has agreed to pay the applicants AU$110 million, inclusive of interest and costs, with no admission of liability. BHP expects to recover the majority of this amount from its insurers, which reduces the net financial impact on the company.

BHP Group Limited has announced that, after preliminary discussions with the Board of Anglo American plc, it is no longer considering a combination of the two companies. BHP states that it still believes such a deal would have had strong strategic merits and created significant value for stakeholders, but it is confident in the potential of its existing organic growth strategy. The statement is made under Rule 2.8 of the UK City Code on Takeovers and Mergers, and BHP notes that it reserves the right to set aside this statement in the limited circumstances described in Note 2 to Rule 2.8.

BHP Group Limited reported that the English High Court has found BHP liable under Brazilian law for the 2015 Fundão dam failure, following a five‑month first stage trial. BHP intends to appeal. The court also upheld waivers and releases signed by claimants compensated in Brazil, which should reduce the size and value of the UK group action claims.

BHP highlighted ongoing remediation in Brazil and the October 2024 Brazil Agreement providing R$170 billion (US$32 billion) for reparation. More than 610,000 people have received compensation totaling approximately US$6.3 billion, including about 240,000 claimants from the UK action who signed releases. BHP now estimates an aggregate provision of US$5.5 billion at 31 October 2025, versus US$5.8 billion at 30 June 2025, reflecting spend and updated assessments.

Expected cash outflows relating to Samarco remain largely aligned with US$2.2 billion for FY2026 and US$0.5 billion for FY2027; approximately US$1 billion has been spent to date in FY2026. A second stage trial on causation is scheduled for October 2026 to March 2027, with any third stage on individual damages unlikely before 2028.

BHP Group Limited furnished a Form 6‑K detailing equity award grants and a director interest update. The filing includes an Appendix 3Y for CEO Mike Henry and EU‑style PDMR disclosures for senior executives, with all awards granted at Nil consideration and subject to service and/or performance conditions.

Mike Henry received 151,581 performance rights under the Long Term Incentive Plan and 63,669 deferred rights that vest in two years plus 63,669 deferred rights that vest in five years. After these grants, his holdings include 556,394 indirect ordinary shares, 643,505 maximum performance rights, and 340,109 deferred rights.

Other awards on 2025‑10‑31: Brandon Craig received 61,940 performance rights and 31,215 deferred rights vesting after two and five years; Vandita Pant received 74,059 performance rights and 35,876 deferred rights vesting after two and five years; Geraldine Slattery received 77,089 performance rights and 38,453 deferred rights vesting after two and five years. The Appendix 3Y notes no trades during a closed period.

BHP Group Limited reported the results of its 2025 Annual General Meeting held in Melbourne, with all resolutions decided by poll and carried.

Shareholders re-elected nine Directors, including Xiaoqun Clever-Steg (For 99.12%), Gary Goldberg (99.66%), Michelle Hinchliffe (99.35%), Don Lindsay (99.75%), Ross McEwan (97.72%), Christine O’Reilly (99.19%), Catherine Tanna (99.39%) and Dion Weisler (99.43%). The Remuneration Report was adopted with 98.29% For, and equity grants to the Chief Executive Officer were approved with 99.38% For.

All resolutions were conducted by poll, confirming strong shareholder support across governance and remuneration items.

BHP Group Limited furnished CEO and Chair addresses for its 2025 AGM, highlighting strong operational and financial performance. The company reaffirmed its policy to pay at least 50% of Underlying attributable profit as dividends and set a 60% payout ratio for the final dividend, taking full‑year dividends to US$5.6 billion.

Management reported record output at Western Australian Iron Ore and record overall copper production, with copper volumes up 28% over three years. BHP delivered a 20.6% return on capital employed and a 53% EBITDA margin. It contributed almost US$47 billion to host economies, including about US$10 billion in taxes and royalties, an effective tax rate of about 45%. Safety improved, with a 63% reduction in high‑potential injury frequency over five years, and the workforce reached gender balance.

The portfolio is increasingly copper‑weighted, with 45% of EBITDA from copper. Growth options include South Australia, Chile, the Vicuña JV in Argentina, a 45% interest in Resolution Copper (Arizona), and the Jansen potash project, targeting first production in mid‑2027.

BHP Group (BHP) posted a solid Q1 FY26 operational start. Copper production was 494 kt, up 4% year over year, helped by record concentrator throughput at Escondida. Iron ore production was 64 Mt, down 1%, as Western Australia Iron Ore completed significant planned maintenance, including a car dumper rebuild finished about 8% ahead of schedule. Steelmaking coal reached 4.9 Mt, up 8%, while energy coal was 3.5 Mt, down 4%. Average realised prices moved mixed: copper US$4.59/lb (up 8%), iron ore US$84.04/wmt (up 5%), steelmaking coal US$180.67/t (down 16%), and energy coal US$95.18/t (down 23%).

Full‑year production guidance remains unchanged across major commodities, including copper at 1,800–2,000 kt and WAIO at 251–262 Mt (284–296 Mt on a 100% basis). The company advanced key growth and decarbonisation milestones: environmental approval for the Laguna Seca Expansion at Escondida and Copper South Australia’s largest renewable electricity agreement. In Canada, Jansen Stage 1 is 73% complete and Stage 2 is 13% complete. BHP also executed EUR 1.4 bn and US$1.5 bn in bonds and refinanced its US$5.5 bn revolving credit facility, underscoring balance sheet strength.

BHP is calling its 2025 Annual General Meeting for 23 October 2025 in Melbourne and invites shareholders to attend in person, by webcast or by lodging proxies in advance. The Notice highlights FY2025 operational and financial outcomes: dividends totalling 110 US cents per share (total US$5.6bn, 55% of underlying attributable profit); profit from operations US$19.5bn; underlying earnings per share 200 USc (prior year 269.5 USc); and key production records for copper and iron ore. The company reports a strong growth pipeline including Jansen potash (68% complete, first potash mid-CY2027) and increased exposure to copper, iron ore and potash. Safety and sustainability metrics cited include zero fatalities and a reported 41.3% female employee representation by CY2025. The Notice seeks shareholder votes on director re-elections (Items 2–9), adoption of the Remuneration Report (Item 10) and approval for equity grants to the CEO including LTIP Performance Rights representing 200% of base salary (Item 11).