BHP (NYSE: BHP) prices US$1.5B senior unsecured bond sale

Rhea-AI Filing Summary

BHP Group Limited has priced a US bond offering of US$1,500,000,000 in senior unsecured bonds in the US market. The bonds will be issued by wholly owned subsidiary BHP Billiton Finance (USA) Limited under BHP’s US debt registration statement filed on 29 August 2025 and will be fully guaranteed by BHP.

The offering consists of two tranches of bonds, and BHP intends to use the proceeds for general corporate purposes. Settlement of the bonds is expected to occur on 5 September 2025, subject to customary closing conditions, with the securities offered only by means of a prospectus and related prospectus supplement under an effective shelf registration statement.

Form 6-K: How Foreign Companies Report to the SEC →

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

2 September, 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

BHP Group Limited

Exchange release

2 September 2025

BHP Prices US Bond Offer

BHP Group Limited (BHP) has conducted a bond offer and has successfully priced US$1,500,000,000 of senior unsecured bonds in the US market.

The bonds will be issued by BHP Billiton Finance (USA) Limited, a wholly owned subsidiary of BHP, and will be issued under BHP’s US debt registration statement, which was filed with the US Securities and Exchange Commission on 29 August 2025. The bonds will be guaranteed by BHP.

The bond offer comprises two tranches of bonds. The principal amount, tenor and coupon for each tranche of bonds are:

• US$500,000,000 ten-year bonds priced at a fixed coupon of 5.000% maturing in 2036

• US$1,000,000,000 thirty-year bonds priced at a fixed coupon of 5.750% maturing in 2055

BHP intends to use the proceeds from the bonds for general corporate purposes.

Settlement of the bonds is expected to occur on 5 September 2025, subject to customary closing conditions.

This announcement is not an offer to sell or the solicitation of an offer to buy securities. The offer is being made pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). The offer is being made only by means of a prospectus and related prospectus supplement. The prospectus and related preliminary prospectus supplement may be obtained by visiting the SEC’s website at www.sec.gov. Alternatively, you may request these documents 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.

No offer to sell, invitation or the solicitation of an offer to purchase, or invitation to purchase these securities will be made, nor shall any sale of these securities be made, in any jurisdiction in which such offer, invitation, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Authorised for release by Stefanie Wilkinson, Group Company Secretary.

Contacts

Media media.relations@bhp.com		Investor Relations investor.relations@bhp.com
Australia and Asia Josie Brophy +61 417 622 839		Australia and Asia John-Paul Santamaria +61 499 006 018
Europe, Middle East and Africa Amanda Saunders +44 7887 468 926		Europe, Middle East and Africa James Bell +44 7961 636 432
North America Megan Hjulfors +1 403 605 2314		Americas Monica Nettleton +1 (416) 518-6293
Latin America Renata Fernandez +56 9 8229 5357
BHP Group Limited ABN 49 004 028 077 LEI WZE1WSENV6JSZFK0JC28 Registered in Australia Level 18, 171 Collins Street Melbourne Victoria 3000 Australia Tel: +61 1300 55 4757 Fax: +61 3 9609 3015 BHP Group is headquartered in Australia
bhp.com

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: 2 September, 2025				By:		/s/ Stefanie Wilkinson
				Name:		Stefanie Wilkinson
				Title:		Group General Counsel and Group Company Secretary

FAQ

What did BHP (BHP) announce in this Form 6-K?

BHP Group Limited announced that it has priced a US bond offering of US$1,500,000,000 in senior unsecured bonds in the US market, issued through a wholly owned US finance subsidiary and guaranteed by BHP.

How large is BHPs new US bond issue and what type of bonds are they?

The new issue totals US$1,500,000,000 in senior unsecured bonds, meaning they rank ahead of subordinated debt but are not secured against specific assets.

Who is issuing and guaranteeing the new BHP bonds?

The bonds will be issued by BHP Billiton Finance (USA) Limited, a wholly owned subsidiary of BHP, and will be guaranteed by BHP.

What will BHP use the US$1.5 billion bond proceeds for?

BHP intends to use the bond proceeds for general corporate purposes, which can include funding operations, investments, or refinancing existing obligations as determined by the company.

When is settlement of BHPs new bonds expected to occur?

Settlement of the bonds is expected to occur on 5 September 2025, subject to customary closing conditions.

Under what regulatory framework is BHP offering these bonds in the US?

The bonds are being offered under an effective US shelf registration statement filed with the U.S. Securities and Exchange Commission, and may be purchased only via a prospectus and related prospectus supplement.

Is this BHP bond announcement itself an offer to sell securities?

No. The announcement explicitly states it is not an offer to sell or a solicitation of an offer to buy securities; the offer is made only by means of a prospectus and related prospectus supplement under the effective shelf registration.