BHP BHP Group Limited

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

June 10, 2022

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

Merger Dividend

Following BHP Group’s (BHP) in specie dividend of Woodside Energy Group Limited (Woodside) shares on 1 June 2022, JP Morgan has completed the sale via bookbuild of the Woodside shares of ineligible overseas shareholders and BHP shareholders that elected to participate in the sale facility, and the Woodside shares represented by the rounding treatment of the in specie dividend.

The average price of the Woodside shares sold was A$29.15.

The following table details the currency exchange rates applicable to the remittance of proceeds from the sale of the Woodside shares under the sale facility.

Proceeds are expected to be distributed to participating shareholders on 20 June 2022 in the currency and manner in which the relevant shareholder is paid their BHP dividends, but in the case of dematerialised BHP shareholders on the South African branch share register, in South African rand only.

BHP will donate the proceeds from the sale of the rounded shares to charity.