Rio Tinto (NYSE: RIO) drops plan for potential Glencore merger

Rhea-AI Filing Summary

Rio Tinto plc and Rio Tinto Limited have announced they are no longer considering a possible merger or other business combination with Glencore plc. The group concluded it could not reach an agreement that would deliver value to its shareholders, applying the disciplined framework outlined at its Capital Markets Day in December 2025.

The company issued this as a formal “no intention to bid” statement under Rule 2.8 of the UK Takeover Code. As a result, Rio Tinto and any concert parties are now restricted by Rule 2.8, although they retain limited rights to reconsider a transaction if specific events occur, such as a third-party offer for Glencore or a material change of circumstances.

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Equity & M&A Strategy Analyst

Rio Tinto formally ends Glencore merger talks under UK Takeover Code.

Rio Tinto confirms it is no longer pursuing a merger or business combination with Glencore, stating it could not agree terms that would deliver value to shareholders. Management highlights that the decision followed its “disciplined” capital allocation lens outlined at its December 2025 Capital Markets Day.

The statement is made under Rule 2.8 of the UK Takeover Code, turning prior exploratory discussions into a clear, binding "no intention to bid" position. This removes near-term transaction uncertainty around a large, complex combination while emphasising a focus on long-term value and shareholder returns.

Under Note 2 on Rule 2.8, Rio Tinto and concert parties may revisit a transaction only in defined scenarios, such as Glencore’s board agreeing, a third party announcing a firm offer for Glencore, Glencore proposing a Rule 9 waiver or reverse takeover, or a material change of circumstances determined by the Takeover Panel.

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

February 5, 2026

Commission file number: 001-10533			Commission file number: 001-34121
Rio Tinto plc			Rio Tinto Limited
			ABN 96 004 458 404
(Translation of registrant’s name into English)			(Translation of registrant’s name into English)
6 St. James’s Square			Level 43, 120 Collins Street
London, SW1Y 4AD, United Kingdom			Melbourne, Victoria 3000, Australia
(Address of principal executive offices)			(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 ☐

EXHIBITS

99.1Stock Exchange announcement dated 5 February 2026 entitled ‘No intention to bid statement’.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorised.

Rio Tinto plc						Rio Tinto Limited
(Registrant)						(Registrant)
By			/s/ Andrew Hodges			By			/s/ Tim Paine
Name			Andrew Hodges			Name			Tim Paine
Title			Company Secretary			Title			Company Secretary
Date			5 February 2026			Date			5 February 2026

EXHIBIT 99.1

Notice to ASX/LSE

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

THIS IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

No intention to bid statement

5 February 2026

Further to the announcement of 8 January 2026, Rio Tinto plc and Rio Tinto Limited (together, "Rio Tinto") confirm that Rio Tinto is no longer considering a possible merger or other business combination with Glencore plc (“Glencore”), as Rio Tinto has determined that it could not reach an agreement that would deliver value to its shareholders.

Rio Tinto assessed the opportunity and came to this view through the disciplined lens set out at its Capital Markets Day in December 2025 – prioritising long-term value and delivering leading shareholder returns.

This announcement is made by Rio Tinto in accordance with Rule 2.8 of the Code. As a result of this announcement Rio Tinto will, together with any party acting in concert with it, be bound by the restrictions contained in Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Rio Tinto and any person(s) acting in concert with it reserve the right to set aside the restrictions in Rule 2.8 in the following circumstances: (i) with the agreement of the board of Glencore; (ii) if a third party announces a firm intention to make an offer for Glencore; (iii) if Glencore announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

This announcement is authorised for release to the market by Andy Hodges, Rio Tinto’s Group Company Secretary.

Notice to ASX/LSE    

Contacts

Please direct all enquiries to media.enquiries@riotinto.com

Media Relations, United Kingdom Matthew Klar  M +44 7796 630 637			Media Relations, Australia Matt Chambers M +61 433 525 739
Investor Relations, United Kingdom Rachel Arellano M +44 7584 609 644 David Ovington M +44 7920 010 978			Investor Relations, Australia Tom Gallop M +61 439 353 948
Rio Tinto plc 6 St James’s Square London SW1Y 4AD United Kingdom T +44 20 7781 2000 Registered in England No. 719885			Rio Tinto Limited Level 43, 120 Collins Street Melbourne 3000 Australia T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404

This announcement is authorised for release to the market by Andy Hodges, Rio Tinto’s Group Company Secretary.

riotinto.com

FAQ

What did Rio Tinto (RIO) announce regarding a potential Glencore merger?

Rio Tinto announced it is no longer considering a possible merger or other business combination with Glencore. The group concluded it could not reach an agreement that would deliver value to its shareholders, following the disciplined framework outlined at its December 2025 Capital Markets Day.

Why did Rio Tinto (RIO) decide not to pursue a Glencore transaction?

Rio Tinto said it determined it could not reach an agreement with Glencore that would deliver value to its shareholders. The company evaluated the opportunity using the disciplined lens presented at its Capital Markets Day in December 2025, prioritising long-term value and leading shareholder returns.

What is a Rule 2.8 "no intention to bid" statement for Rio Tinto (RIO)?

A Rule 2.8 statement is a formal declaration under the UK Takeover Code that Rio Tinto has no intention to make an offer for Glencore. After this, Rio Tinto and any concert parties are bound by restrictions on making an offer, subject to limited, clearly defined exceptions in the Code.

Under what circumstances could Rio Tinto (RIO) revisit a Glencore deal?

Rio Tinto reserves the right to set aside Rule 2.8 restrictions if Glencore’s board agrees, if a third party announces a firm offer for Glencore, if Glencore announces a Rule 9 waiver or reverse takeover, or if the Takeover Panel determines there has been a material change of circumstances.

Does Rio Tinto’s (RIO) decision change its shareholder return priorities?

The announcement reiterates, rather than changes, Rio Tinto’s priorities. It states the possible Glencore transaction was assessed through the disciplined framework shared at its December 2025 Capital Markets Day, emphasising long-term value creation and delivering leading returns to shareholders as key decision drivers.