Form 6-K

BHP Group Limited

Date: March 8, 2024

/s/ Stefanie Wilkinson

Stefanie Wilkinson

Group Company Secretary

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

March 8, 2024

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

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		Gary Goldberg

Date of last notice		31 March 2023

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		-
Date of change		5 March 2024
No. of securities held prior to change		8,000 American Depositary Shares (ADS) (representing 16,000 ordinary shares) in BHP Group Limited.
Class		ADS, each representing 2 ordinary shares in BHP Group Limited.
Number acquired		1,000 ADSs
Number disposed		-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		USD$57.680 per ADS
No. of securities held after change		9,000 ADSs (representing 18,000 ordinary shares) in BHP Group Limited.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		On-market purchase of 1,000 ADSs (representing 2,000 ordinary shares) in BHP Group Limited.


+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

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		-

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


+ See chapter 19 for defined terms.

Appendix 3Y Page 2		01/01/2011

7 March 2024

BHP GROUP LIMITED

Notification and public disclosure of transactions by

Persons Discharging Managerial Responsibilities



1	Details of the person discharging managerial responsibilities / persons closely associated

a)	Name	Gary Goldberg

2	Reason for the notification

a)	Position/status	PDMR (Non-executive Director)

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	BHP Group Limited American Depositary Shares (ADS) in BHP Group Limited. Each ADS represents 2 ordinary shares in BHP Group Limited.

	Identification code	ISIN: US0886061086

b)	Nature of the transaction	The on-market purchase of 1000 ADSs
c)	Price(s) and volume(s)
		Price	Volume
		US$57.68 per ADS	1000 ADSs

d)	Aggregated information - Aggregated volume - Price	1000 ADSs US$57.68 per ADS

e)	Date of the transaction	2024-03-05

f)	Place of the transaction	New York Stock Exchange (NYSE)

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.