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

Rhea-AI Filing Summary

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.

Insights

Cross-border M&A and governance analyst

BHP has formally stepped back from an Anglo American merger but keeps limited flexibility under UK takeover rules.

BHP confirms it is no longer considering a combination with Anglo American plc after preliminary discussions. It characterises the abandoned deal as having strong strategic merits and potential value, but simultaneously emphasizes confidence in its own organic growth strategy, signalling a focus on internal projects rather than large transformational M&A for now.

The statement is made under Rule 2.8 of the UK City Code on Takeovers and Mergers, which typically restricts a party from making another offer for a period, subject to specified exceptions. BHP explicitly reserves the right to set aside this statement in the circumstances described in Note 2 to Rule 2.8, preserving some optionality if conditions or approaches change.

The involvement of Lazard, UBS and Barclays as joint lead financial advisers underlines that this was treated as a significant strategic process. Future disclosures, including any change in circumstances that fits the Note 2 carve-outs, would be the key reference points if BHP were to revisit any form of transaction involving Anglo American.

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

24 November 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

Exchange release

24 November 2025

Statement regarding proposal for Anglo American plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE UK CODE) THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Following preliminary discussions with the Board of Anglo American plc (Anglo American), BHP Group Ltd (BHP) confirms that it is no longer considering a combination of the two companies.

Whilst BHP continues to believe that a combination with Anglo American would have had strong strategic merits and created significant value for all stakeholders, BHP is confident in the highly compelling potential of its own organic growth strategy.

This is a statement to which Rule 2.8 of the UK Code applies. As is customary, BHP reserves the right to set aside this statement in the following circumstances that are set out under Note 2 to Rule 2.8 of the UK Code:

(a) Anglo American’s Board of Directors agreeing to this statement being set aside;

(b) a third party announcing a firm intention to make an offer for Anglo American;

(c) Anglo American announcing a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the UK Code) or a reverse takeover (as defined in the UK Code); or

(d) the UK Panel on Takeovers and Mergers determining that there has been a material change of circumstances.

Authorised for release by Stefanie Wilkinson, Group General Counsel and Group Company Secretary

BHP Group Limited ABN 49 004 028 077

Contacts
Media		Investor Relations
media.relations@bhp.com		investor.relations@bhp.com
Australia and Asia		Australia and Asia
Gabrielle Notley		John-Paul Santamaria
+61 411 071 715		+61 499 006 018
Europe, Middle East and Africa		Europe, Middle East and Africa
Amanda Saunders		James Bell
+44 7887 468 926		+44 7961 636 432
North America		Americas
Megan Hjulfors		James Bell
+1 403 605 2314		+44 7961 636 432
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

BHP Group Limited ABN 49 004 028 077

Lazard (Joint Lead Financial Adviser to BHP)		+44 20 7187 2000
Cyrus Kapadia Spiro Youakim Jonathan Pallett Gustavo Plenge
UBS (Joint Lead Financial Adviser to BHP)		+44 20 7567 8000 / +61 2 9324 3100
David Roberts Sandip Dhillon Calvin O’Shaughnessy Campbell Stewart
Barclays (Joint Lead Financial Adviser to BHP)		+44 20 7623 2323
Philip Lindop Adrian Beidas Akshay Majithia Eoin Healy

Rule 9 waiver proposal and reverse takeover

A Rule 9 waiver proposal is where the Panel is asked to waive the obligation to make an offer under Rule 9 of the UK Code which would otherwise arise where, as a result of the issue of new securities as consideration for an acquisition or a cash subscription or in fulfilment of obligations under an agreement to underwrite the issue of new securities, a person or group of persons acting in concert acquires an interest, or interests, in shares which carry 30% or more of the voting rights of a company (to which the UK Code applies). 

A transaction will be a reverse takeover if an offeror (being a company to which the UK Code applies) might as a result need to increase its existing issued voting equity share capital by more than 100%.

Financial Advisers

Lazard & Co., Limited (Lazard), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to BHP and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than BHP for providing the protections afforded to clients of Lazard nor for providing advice in relation to the subject matter or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the PRA) and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS AG London Branch and UBS Securities Australia Limited (together, UBS) provided financial advice to BHP and no one else in connection with the process or contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.

BHP Group Limited ABN 49 004 028 077

Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for BHP and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than BHP for providing the protections afforded to clients of Barclays nor for providing advice in relation to the subject matter of this announcement.

Publication on a website

In accordance with Rule 26.1 of the UK Takeover Code, a copy of this announcement will be available at https://www.bhp.com promptly and in any event by no later than 12 noon (UK time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement

BHP Group Limited ABN 49 004 028 077

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: November 24, 2025				By:		/s/ Stefanie Wilkinson
				Name:		Stefanie Wilkinson
				Title:		Group General Counsel and Group Company Secretary

FAQ

What did BHP Group Limited (BHP) announce regarding Anglo American plc?

BHP Group Limited announced that, following preliminary discussions with the Board of Anglo American plc, it is no longer considering a combination of the two companies.

How does BHP describe the potential combination with Anglo American in this 6-K?

BHP states it continues to believe a combination with Anglo American would have had strong strategic merits and created significant value for all stakeholders, even though it is not pursuing it.

What strategic direction does BHP emphasize after ending talks with Anglo American?

BHP highlights its confidence in the highly compelling potential of its own organic growth strategy, indicating a focus on developing its existing asset base and projects.

What is the relevance of Rule 2.8 of the UK City Code in BHPs announcement?

The statement is made under Rule 2.8 of the UK City Code on Takeovers and Mergers, which governs announcements when a party decides not to proceed with an offer, and sets conditions on when it may return with a new proposal.

Can BHP revisit a potential transaction with Anglo American in the future?

BHP notes that it reserves the right to set aside this Rule 2.8 statement in the circumstances described in Note 2 to Rule 2.8, which allows a return to discussions if certain specified events occur.

Which advisers are named in connection with BHPs Anglo American proposal process?

The announcement lists Lazard & Co., Limited, UBS (UBS AG London Branch and UBS Securities Australia Limited) and Barclays Bank PLC, each described as acting exclusively as financial adviser to BHP.

Where can investors access the full BHP announcement about Anglo American?

In line with Rule 26.1 of the UK Takeover Code, BHP states that a copy of the announcement will be made available on https://www.bhp.com by no later than 12 noon (UK time) on the business day following the announcement.