BHP Group (NYSE: BHP) CEO moves 556,394 shares to nominee accounts

Rhea-AI Filing Summary

BHP Group Limited filed a Form 6-K detailing internal transfers of shareholdings by Chief Executive Officer Mike Henry. He transferred 471,723 ordinary shares in BHP Group Limited to a Citicorp Nominees Pty Limited account and 84,671 depositary interests to an Aurora Nominees Limited account, both at a stated price of Nil and outside a trading venue on 30 June 2026.

Prior to the change, Henry’s interests included 556,394 ordinary shares held indirectly, plus a maximum of 643,505 performance rights under the Long Term Incentive Plan and 340,109 deferred rights under the Cash and Deferred Plan. The filing characterizes these movements as transfers rather than market trades.

Key Figures

Ordinary shares transferred: 471,723 shares Depositary interests transferred: 84,671 depositary interests Indirect ordinary shares prior to change: 556,394 shares +3 more

6 metrics

Ordinary shares transferred 471,723 shares Transfer to Citicorp Nominees on 30 June 2026 at Nil price

Depositary interests transferred 84,671 depositary interests Transfer to Aurora Nominees on 30 June 2026 at Nil price

Indirect ordinary shares prior to change 556,394 shares Indirect holding in BHP Group Limited ordinary shares before reported change

Performance rights 643,505 rights Maximum performance rights under Long Term Incentive Plan, service and performance conditions apply

Deferred rights 340,109 rights Deferred rights under Cash and Deferred Plan, service conditions apply

Transaction dates 30 June 2026 / 2026-06-30 Dates recorded for both share and depositary interest transfers

Key Terms

PDMR (Chief Executive Officer), performance rights, Long Term Incentive Plan, deferred rights, +2 more

6 terms

PDMR (Chief Executive Officer) financial

"Position/status | | PDMR (Chief Executive Officer)"

performance rights financial

"643,505 maximum number of performance rights under the Long Term Incentive Plan"

Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.

Long Term Incentive Plan financial

"under the Long Term Incentive Plan subject to satisfying applicable service and performance conditions"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

deferred rights financial

"340,109 deferred rights under the Cash and Deferred Plan"

depositary interests financial

"Depositary interests each representing one ordinary share in BHP Group Limited"

Depositary interests are certificates or electronic receipts that represent ownership of shares in a foreign company held by a local custodian, letting investors buy and sell those shares on their home exchange without directly holding the underlying foreign stock. Think of them like a warehouse receipt for goods stored overseas: they make trading simpler and often avoid the need to deal with foreign paperwork, currency or settlement systems. Investors use them to access foreign companies more easily, but rights such as voting and dividend timing can differ from holding the original shares.

LEI financial

"LEI | | WZE1WSENV6JSZFK0JC28"

A Legal Entity Identifier (LEI) is a unique 20-character code assigned to a company or organization that participates in financial markets, like a corporate passport number. It helps investors and regulators unambiguously identify counterparties across databases and transactions, reducing confusion much like using a vehicle identification number to track a car’s history; clearer identification improves transparency, risk monitoring, and regulatory reporting.

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

Available on EDGAR 06/30/2026 - 05:22 PM Accepted by SEC EDGAR 06/30/2026 - 05:21 PM Learn about SEC filing dates

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

30 June 2026

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

30 June 2026

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		5 November 2025

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		Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		556,394 ordinary shares in BHP Group Limited, with 471,723 held by Citicorp Nominees Pty. Limited in a shareholder account of which Mike Henry is the sole beneficiary and 84,671 held by Aurora Nominees Limited in a shareholder account of which Mike Henry is the sole beneficiary.
Date of change		30 June 2026

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

No. of securities held prior to change		Ordinary shares: Indirect: 556,394 ordinary shares in BHP Group Limited. Options and other rights: Direct: 643,505 maximum number of 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: 340,109 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).
Class		Ordinary shares in BHP Group Limited.
Number acquired		N/A
Number disposed		N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		N/A
No. of securities held after change		Ordinary shares: Indirect: 556,394 ordinary shares in BHP Group Limited. Rights: Direct: 643,505 maximum number of 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: 340,109 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

30 June 2026

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Re-organisation of holdings by transferring 471,723 to Citicorp Nominees Pty. Limited in a shareholder account of which Mike Henry is the sole beneficiary and transferring 84,671 to Aurora Nominees Limited in a shareholder account of which Mike Henry is the sole beneficiary.

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		N/A
Nature of interest		N/A
Name of registered holder (if issued securities)		N/A
Date of change		N/A
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		N/A
Interest acquired		N/A
Interest disposed		N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation		N/A
Interest after change		N/A

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

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y

Change of Director’s Interest Notice

Part 4 – +Contact details

Name of authorised officers responsible for making this notification on behalf of entities		Stefanie Wilkinson Group Company Secretary
Contact details		Stefanie Wilkinson T +61 3 9609 3333

+ 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

30 June 2026

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 Identification code		BHP Group Limited ordinary shares Identification code ISIN: AU000000BHP4
b)		Nature of the transaction		Transfer of 471,723 ordinary shares in BHP Group Limited to Citicorp Nominees Pty. Limited in a shareholder account of which Mike Henry is the sole beneficiary.
c)		Price(s) and volume(s)		Price          Volume Nil           471,723
d)		Aggregated information - Aggregated volume - Price		471,723 Nil
e)		Date of the transaction		2026-06-30
f)		Place of the transaction		Outside a trading venue

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)
b)		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 Identification code		Depositary interests each representing one ordinary share in BHP Group Limited Identification code ISIN: AU000000BHP4
b)		Nature of the transaction		Transfer of 84,671 depositary interests each representing one ordinary share in BHP Group Limited to Aurora Nominees Limited in a shareholder account of which Mike Henry is the sole beneficiary.
c)		Price(s) and volume(s)		Price          Volume Nil           84,671
d)		Aggregated information - Aggregated volume - Price		84,671 Nil
e)		Date of the transaction		2026-06-30
f)		Place of the transaction		Outside a trading venue

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: 30 June 2026				By:		/s/ Stefanie Wilkinson
				Name:		Stefanie Wilkinson
				Title:		Group General Counsel and Group Company Secretary

FAQ

What insider transaction did BHP (BHP) disclose in this Form 6-K?

BHP disclosed that CEO Mike Henry transferred 471,723 ordinary shares and 84,671 depositary interests into nominee accounts. The transfers were recorded at a price of Nil and conducted outside a trading venue on 30 June 2026.

Did BHP CEO Mike Henry buy or sell shares in this BHP filing?

The filing reports transfers, not market purchases or sales, by Mike Henry. He moved 471,723 ordinary shares and 84,671 depositary interests into nominee accounts at a stated price of Nil, with the transactions occurring outside a trading venue.

How many BHP ordinary shares was Mike Henry reported as holding before the change?

Before the reported change, Mike Henry indirectly held 556,394 BHP Group Limited ordinary shares. He also held 643,505 maximum performance rights under the Long Term Incentive Plan and 340,109 deferred rights under the Cash and Deferred Plan.

What derivative awards does BHP CEO Mike Henry hold according to this notice?

The notice states Mike Henry holds 643,505 maximum performance rights under BHP’s Long Term Incentive Plan and 340,109 deferred rights under the Cash and Deferred Plan. Both give rights to receive ordinary shares subject to specified service and performance conditions.

Where were the BHP CEO’s share transfers conducted and at what price?

Both transfers were conducted outside a trading venue at a stated price of Nil. One involved 471,723 ordinary shares into a Citicorp Nominees account, and the other 84,671 depositary interests into an Aurora Nominees account, all dated 30 June 2026.