As filed with the Securities and Exchange Commission on June 11, 2025 Reg. No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 _____________

BHP GROUP LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

 _____________

N/A

(Translation of issuer’s name into English)

 _____________

Australia

(Jurisdiction of incorporation or organization of issuer)

 __________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 _____________

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 _____________

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

302-738-6680

(Address, including zip code, and telephone number, including area code, of agent for service)

 __________________________________

Copies to:

John E. Estes, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 United States of America (212) 558-4349 Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 United States of America (212) 336-2000

 __________________________________

It is proposed that this filing become effective under Rule 466:	☒  immediately upon filing.
	☐  on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box :  ☐

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (“ADS(s)”), each ADS representing two (2) ordinary shares of BHP Group Limited	500,000,000 ADSs	$5.00	$25,000,000.00	$3,827.50

*	Each unit represents 100 ADSs.
**	Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office		Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities		Face of Receipt  - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share ("ADSs")	Face of Receipt  - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities	Reverse of Receipt  - Paragraphs (16) and (17).
	(iii)	The collection and distribution of dividends	Reverse of Receipt - Paragraph (14).
	(iv)	The transmission of notices, reports and proxy soliciting material	Face of Receipt  - Paragraph (13); Reverse of Receipt - Paragraph (16).
	(v)	The sale or exercise of rights	Reverse of Receipt – Paragraphs (14) and (16).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18).
	(vii)	Amendment, extension or termination of the deposit agreement	Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).

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Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs	Face of Receipt - Paragraph (13).
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
	(x)	Limitation upon the liability of the Depositary	Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20).
	(xi)	Fees and charges which may be imposed directly or indirectly on holders of ADSs	Face of Receipt - Paragraph (10).
Item 2.		AVAILABLE INFORMATION	Face of Receipt - Paragraph (13).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549.

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PROSPECTUS

The Prospectus consists of the Form of American Depositary Receipt included as Exhibit A to Amendment No.1 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)

(i) Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of August 3, 2022, by and among BHP Group Limited (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”) issued and outstanding under the Second Amended and Restated Deposit Agreement, dated as of July 2, 2007. — Filed herewith as Exhibit (a)(i).

(ii) Second Amended and Restated Deposit Agreement, dated as of July 2, 2007, by and among the Company, the Depositary and the Holders and Beneficial Owners of ADSs issued thereunder. — Previously filed with the Commission on July 1, 2008 and incorporated by reference to the Registration Statement on Form F-6 (Reg. No.: 333-152047).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ^___ None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. ^___ Filed herewith as Exhibit (e).

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Set forth on the signature pages hereto.

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Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement, dated as of July 2, 2007, by and among BHP Group Limited (previously known as “BHP Billiton Limited”), Citibank, N.A., as Depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, as amended by Amendment No. 1 to the Second Amended and Restated Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 11th day of June, 2025.

Legal entity created by the Second Amended and Restated Deposit Agreement, as amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing two (2) ordinary shares of BHP Group Limited.
CITIBANK, N.A., solely in its capacity as Depositary
By:	/s/ Joseph Connor
	Name:  Joseph Connor
	Title:    Attorney in Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, BHP Group Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Melbourne, Australia, on June 11, 2025.

BHP GROUP LIMITED
By:	/s/ Stefanie Wilkinson
	Name:	Stefanie Wilkinson
	Title:	Group General Counsel and Group Company Secretary

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stefanie Wilkinson to act as her true and lawful attorney-in-fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 11, 2025.

Signature	Title
/s/ Ross McEwan	Chair
Ross McEwan
/s/ Mike Henry	Director and Chief Executive Officer
Mike Henry
/s/ Xiaoqun Clever-Steg	Director
Xiaoqun Clever-Steg
/s/ Gary Goldberg	Director
Gary Goldberg
/s/ Michelle Hinchliffe	Director
Michelle Hinchliffe
/s/ Don Lindsay	Director
Don Lindsay
/s/ Christine O’Reilly	Director
Christine O’Reilly
/s/ Catherine Tanna	Director
Catherine Tanna
/s/ Dion Weisler	Director
Dion Weisler
/s/ Vandita Pant	Chief Financial Officer
Vandita Pant
/s/ Emma Stone	Principal Accounting Officer/Controller
Emma Stone

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Registration Statement on Form F-6 in the United States on June 11, 2025:

Authorized Representative in the United States

Puglisi & Associates
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)(i)	Amendment No. 1 to Second Amended and Restated Deposit Agreement
(d)	Opinion of Counsel to the Depositary
(e)	Certificate under Rule 466

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