[6-K] BHP Group Limited American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

BHP Group Limited filed an insider disclosure reporting multiple director-related transactions dated 2025-08-22. The filing lists a series of nil-priced entries and matched purchases at AUD $42.22. Across the reported lines, 118,871 shares were acquired at AUD $42.22 each and 286,455 shares were recorded as nil-priced entries (likely awards or transfers), all tied to transactions reported for the same date. The report names director Mike Henry and is signed by Stefanie Wilkinson, Group Company Secretary, on August 29, 2025. The disclosure provides transaction dates, prices, volumes, and confirms corporate filing details without additional commentary on purpose or broader financial impact.

Positive

• Clear insider disclosure of transactions including dates, prices, and volumes
• Priced purchases fully specified at AUD $42.22 totaling 118,871 shares
• Signed by Group Company Secretary, indicating formal corporate filing process

Negative

• No context provided for nil-priced entries (purpose such as awards or transfers is not stated)
• No aggregate shareholding or percentage ownership post-transactions is disclosed in the extract

Insights

Financial Analyst

TL;DR: Routine insider disclosure showing director-related share allotments and purchases on one date; not materially transformative.

The filing documents multiple transactions on 2025-08-22 involving nil-priced entries and market purchases at AUD $42.22. The priced purchases total 118,871 shares, while nil-priced entries total 286,455 shares. Such filings typically reflect award vesting, transfers, or routine director participation in share plans plus market buys. There is no accompanying financial data, guidance, or corporate-level event disclosed here that would by itself change a valuation or operating outlook. For investors, this is transparency on insider holdings and activity rather than a material corporate development.

Corporate Governance Expert

TL;DR: Disclosure aligns with regulatory requirements for director transactions; no governance red flags visible.

The document names a director and records transaction volumes, prices, and the reporting officer's signature, fulfilling typical insider-reporting obligations. Multiple nil-priced lines alongside purchases at AUD $42.22 suggest both non-market allocations (such as grants or transfers) and open-market acquisitions on the same date. The filing does not indicate unusual timing, unexplained related-party transfers, or omitted material facts. Absent additional context (e.g., grant notices, plan terms), the items appear routine for executive remuneration and shareholding updates.

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

FAQ

What insider transactions did BHP (BHP) report in this 6-K?

The filing reports multiple transactions dated 2025-08-22, including 118,871 shares purchased at AUD $42.22 and 286,455 shares recorded at nil price.

Who signed the BHP filing and when was it filed?

The report is signed by Stefanie Wilkinson, Group Company Secretary, and dated August 29, 2025.

Does the filing explain why there are nil-priced entries?

No. The document lists nil-priced entries but does not state their purpose (for example, awards, transfers, or other non-cash allocations).

What price were the purchased shares recorded at?

Purchased shares are recorded at AUD $42.22 per share.

Are these transactions material to BHP's financial statements?

The filing contains transaction disclosure only; it does not include financial statement data or commentary indicating material impact on company financials.