New BHP (NYSE: BHP) underwriting deal for 2036 and 2055 notes

Rhea-AI Filing Summary

BHP Group Limited filed a Form 6-K mainly to add new exhibit documents into its existing shelf registration statement on Form F-3. The filing centers on an underwriting agreement for debt securities issued by BHP Billiton Finance (USA) Limited and guaranteed by BHP Group Limited, involving several major underwriters. It also includes officer’s certificates that set the terms of two series of senior notes: 5.000% Senior Notes due 2036 and 5.750% Senior Notes due 2055, together with related indenture references. Legal opinions and consents from U.S. and Australian counsel are provided to support the validity of these securities under New York and Australian law.

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

September 5, 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): ☐

THIS REPORT ON FORM 6-K IS BEING FILED FOR THE PURPOSES OF INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOs. 333-289925 AND 333-289925-01). THIS REPORT SHALL BE DEEMED FILED AND INCORPORATED BY REFERENCE IN SUCH REGISTRATION STATEMENT AND SHALL BE DEEMED TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about BHP Group Limited (the “Company”) or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of September  2, 2025, by and between BHP Billiton Finance (USA) Limited, BHP Group Limited, BNP Paribas Securities Corp., BofA Securities, Inc., CIBC World Markets Corp., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as representatives of the several Underwriters named therein.
4.1		Indenture, dated as of February  28, 2023, among BHP Billiton Finance (USA) Limited, BHP Group Limited and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to BHP’s Report on Form 6-K (File No.: 001-09526) filed with the Securities and Exchange Commission on February 28, 2023).
4.2		Officer’s Certificate pursuant to Section 301 of the Indenture, setting forth the terms of the 5.000% Senior Notes due 2036 and Guarantee.
4.3		Officer’s Certificate pursuant to Section 301 of the Indenture, setting forth the terms of the 5.750% Senior Notes due 2055 and Guarantee.
5.1		Opinion of Sullivan & Cromwell, United States legal adviser to BHP Billiton Finance (USA) Limited and BHP Group Limited, as to certain matters of New York law.
5.2		Opinion of Herbert Smith Freehills Kramer, Australian legal adviser to BHP Billiton Finance (USA) Limited and BHP Group Limited, as to certain matters of Australian law.
23.1		Consent of Sullivan & Cromwell, United States legal adviser to BHP Billiton Finance (USA) Limited and BHP Group Limited (included in Exhibit 5.1 above).
23.2		Consent of Herbert Smith Freehills Kramer, Australian legal adviser to BHP Billiton Finance (USA) Limited and BHP Group Limited (included in Exhibit 5.2 above).

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.

Date: September 5, 2025

BHP Group Limited
By:		/s/ Stefanie Wilkinson
		Name:		Stefanie Wilkinson
		Title:		Group Company Secretary

[Signature Page to BHP Report on Form 6-K (Exhibits)]

FAQ

What is BHP (BHP) reporting in this Form 6-K filing?

BHP Group Limited is using this Form 6-K to file and incorporate by reference several exhibits into its existing Form F-3 shelf registration. These exhibits include an underwriting agreement, officer’s certificates describing new senior notes, an existing indenture, and legal opinions and consents related to the validity of the securities.

Which securities are described in BHP’s new exhibits?

The exhibits describe two series of debt securities: 5.000% Senior Notes due 2036 and 5.750% Senior Notes due 2055. These notes are issued by BHP Billiton Finance (USA) Limited and are guaranteed by BHP Group Limited under an existing indenture with The Bank of New York Mellon as trustee.

What is the purpose of the underwriting agreement referenced in the BHP Form 6-K?

The underwriting agreement, dated September 2, 2025, between BHP Billiton Finance (USA) Limited, BHP Group Limited, and a syndicate of underwriters led by several major banks, sets the terms under which the underwriters will purchase and distribute the senior notes to investors.

How does this Form 6-K relate to BHP’s existing Form F-3 shelf registration?

The Form 6-K is expressly filed so that its contents, including the underwriting agreement, officer’s certificates, and legal opinions, are incorporated by reference into BHP’s Form F-3 registration statement. This makes these documents part of the disclosure package for any offerings made under that shelf.

Which legal opinions are included in BHP’s Form 6-K exhibits?

The filing includes an opinion from Sullivan & Cromwell, as U.S. legal adviser, on New York law matters, and an opinion from Herbert Smith Freehills Kramer, as Australian legal adviser, on Australian law matters. Their related consents are also filed as exhibits.

Who signed the Form 6-K on behalf of BHP Group Limited?

The Form 6-K was signed on behalf of BHP Group Limited by Stefanie Wilkinson, who is identified as the Group Company Secretary.