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RIO TINTO LTD

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Feb 19, 2026

RIO$83.73+0.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: December 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report For the transition period from: to
Commission file number: 001-10533Commission file number: 001-34121
Rio Tinto plcRio Tinto LimitedABN 96 004 458 404
(Exact Name of Registrant as Specified in Its Charter)(Exact Name of Registrant as Specified in Its Charter)
England and Wales(Jurisdiction of Incorporation or Organization)Victoria, Australia(Jurisdiction of Incorporation or Organization)
6 St. James's SquareLondon, SW1Y 4AD, United Kingdom(Address of Principal Executive Offices)Level 43, 120 Collins StreetMelbourne, Victoria 3000, Australia(Address of Principal Executive Offices)

Julie Parent, T:514-848-8519, E: julie.parent@riotinto.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each ExchangeOn Which Registered
American Depositary Shares*Ordinary Shares of 10p each**4.375% Notes due 20274.500% Notes due 20287.125% Notes due 20284.875% Notes due 20305.000% notes due 20325.000% Notes due 20335.250% Notes due 20355.200% Notes due 20404.750% Notes due 20424.125% Notes due 20422.750% Notes due 20515.125% Notes due 20535.750% Notes due 20555.875% Notes due 2065Floating Rate Notes due 2028RIONew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock Exchange
*Evidenced by American Depositary Receipts. Each American Depositary Share Represents one Rio Tinto plc Ordinary Shares of 10p each.
**Not for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of ClassTitle of Class Shares
NoneNone

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Title of ClassTitle of Class of Shares
NoneNone

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period

covered by the annual report:

Title of each classRio Tinto plc - NumberRio Tinto Limited - NumberTitle of each class
Ordinary Shares of 10p each1,256,010,314371,216,214Shares
DLC Dividend Share of 10p11DLC Dividend Share
Special Voting Share of 10p11Special Voting Share

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such

reports), and (2) have been subject to such filing requirements for the past 90 days:

Indicate by check mark whether the registrants have submitted electronically every

Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during

the preceding 12 months (or for such shorter period that the registrants were required to submit such files).

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or emerging growth companies. See definition

of “large accelerated filer”, “accelerated filer” and “emerging growth company” and in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer ☒Accelerated Filer ☐Non-Accelerated Filer ☐
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark

if the registrants have elected not to use the extended transition period for complying with any new or revised

financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.☐

*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrants have filed a report on and attestation to their management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued their audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrants included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants' executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing:

US GAAP☐ International Financial Reporting Standards as issued by the International Accounting Standards Board☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the

registrants have elected to follow:

Item 17☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange

Act).

Yes☐ No☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or

15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes☐ No☐

Auditor NameAuditor LocationAuditor Firm ID
KPMG LLPLondon, United Kingdom1118
KPMGPerth, Australia1020

Annual Report on Form 20-F 2025

Item · Form 20-F Caption · Location in this document · Page
1Identity of directors, senior management and advisersNot applicable–
2Offer statistics and expected timetableNot applicable–
3Key information
3.A - [Reserved]Not applicable–
3.B – Capitalisation and indebtednessNot applicable–
3.C – Reasons for the offer and use of proceedsNot applicable–
3.D – Risk factorsRisk factors91-99
4Information on the company
4.A – History and development of the company · Contents · Cover
2025 at a glance1
Chair’s statement4
From the Chief Executive5
Strategic context6-7
Our strategic framework8-9
The story of our year10-11
Key performance indicators14-15
Chief Financial Officer’s statement16
Financial review17-25
Aluminium & Lithium26-27
Copper28-29
Iron Ore30-31
Our approach to sustainability32-88
Directors’ report – Additional statutory disclosure – Operating and financial review150
Financial statements– Note 1 – Financial performance by segment– Note 5 – Acquisitions and disposals170-171176-178
Financial information by business unit267-269
Shareholder information– Organisational structure– Nomenclature and financial data– History– Dual-listed companies structure336336336336-337
Additional information – US disclosure – Document on display – Contact details – Registered offices345367
4.B – Business overview2025 at a glance1
Chair’s statement4
From the Chief Executive5
Strategic context6-7
Our strategic framework8-9
The story of our year10-11
Key performance indicators14-15
Chief Financial Officer’s statement16
Financial review17-25
Aluminium & Lithium26-27
Copper28-29
Iron Ore30-31
Our approach to sustainability32-88
Directors’ report – Additional statutory disclosure– Government regulations– Environmental regulations154154
Financial statements Note 6 – Revenue by destination and product179-180
Metals and minerals production276-277
Mineral Resources and Mineral Reserves278-279
Qualified Persons280-281
Mineral Reserves282-293
Mineral Resources294-304
Mines and production facilities305-325
Additional information – US disclosure – Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934342
Item · Form 20-F Caption · Location in this document · Page
4.C Organisational structureFinancial statements– Note 31 – Subsidiaries with material non-controlling interests– Note 32 – Principal joint operations– Note 33 – Entities accounted under the equity methodConsolidated entity disclosure statement219220221-222230-238
Shareholder information– Organisational structure– Dual-listed companies structure336336-337
4.D – Property, plants and equipmentKey performance indicators14-15
Financial review– Capital projects– Future options21-2324-25
Aluminium & Lithium26-27
Copper28-29
Iron Ore30-31
Our approach to sustainability32-88
Directors’ report – Additional statutory disclosure– Environmental regulations– Energy efficiency action154154
Financial statements Note 13 – Property, plant and equipment188-191
Metals and minerals production276-277
Mineral Resources and Mineral Reserves278-279
Qualified Persons280-281
Mineral Reserves282-293
Mineral Resources294-304
Mines and production facilities305-325
Additional information – US disclosure – Summary disclosure of operations pursuant to Item 1303 of SK-1300 under Securities Act of 1933349
Additional information – US disclosure – Individual property disclosure pursuant to Item 1304 of SK-1300 under Securities Act of 1933349-365
Additional information – US disclosure – Internal controls disclosure pursuant to Item 1305 of SK-1300 under Securities Act of 1933365
See Exhibits 96.1-96.2–
4AUnresolved staff commentsNone–
5Operating and financial review and prospects
5.A – Operating resultsChair’s statement4
Financial review17-25
Aluminium & Lithium26-27
Copper28-29
Iron Ore30-31
Our approach to sustainability32-88
Directors’ report – Additional statutory disclosure– Operating and financial review– Government regulations– Environmental regulations150154154
Financial statements – h. Climate change– Note 25 – Financial instruments and risk management161-164204-208
Financial information by business unit267-269
Alternative performance measures270-274
Item · Form 20-F Caption · Location in this document · Page
5.B – Liquidity and capital resourcesFinancial review– Capital projects– Future options21-2324-25
Financial statements– Note 14 – Close-down, restoration and environmental provisions– Note 19 – Other provisions– Our capital and liquidity– Note 20 - Net debt– Note 21 – Borrowings– Note 22 – Leases– Note 23 – Cash and cash equivalents– Note 24 – Other financial assets and liabilities– Note 25 – Financial instruments and risk management– Note 29 – Post-retirement benefits– Note 37 – Contingencies and commitments191-195198199200200-201202203203-204204-208213-218225-227
5.C – Research and development, patents and licenses, etc.Our strategic framework8-9
The story of our year10-11
Our approach to sustainability - Environmentally committed46-52
Directors’ report – Additional statutory disclosure – Exploration, research and development154
Financial statements – Note 7 – Net operating costs (excluding items disclosed separately)– Note 13 – Property, plant and equipment – Impact of climate change on our business – Useful economic lives of our power generating assets180188-191191
5.D – Trend information2025 at a glance1
Chair’s statement4
From the Chief Executive5
Strategic context6-7
Our strategic framework8-9
The story of our year10-11
Our continuing path to value creation12-13
Key performance indicators14-15
Chief Financial Officer’s statement16
Financial review17-25
Aluminium & Lithium26-27
Copper28-29
Iron Ore30-31
5.E – Critical accounting estimatesNot Applicable–
6Directors, senior management and employees
6.A – Directors and senior managementDirectors’ report– Board of Directors– Executive Committee104-105106
Additional statutory disclosure – Directors and executives153
6.B – CompensationDirectors’ report– Remuneration Policy summary– At a glance: 2025 remuneration outcomes – Implementation report– Implementation report tables125-126127-128129-144145-149
Financial statements– Note 27 – Employment costs and provisions– Note 28 – Share-based payments– Note 29 – Post-retirement benefits209210-212213-218
Item · Form 20-F Caption · Location in this document · Page
6.C – Board practicesDirectors’ report102-156
Directors’ report– Board of Directors– Executive Committee– Audit & Risk Committee report– At a glance: 2025 remuneration outcome– Application of and compliance with governance codes and standards104-105106115-119127-128155-156
Shareholder information – Directors – Appointment and removal of Directors340
6.D - EmployeesOur approach to sustainability – Talent, respect and inclusion38-40
Financial statements– Note 26 – Average number of employees– Note 27 – Employment costs and provisions209209
Financial information by business unit267-269
6.E – Share ownershipGovernance– Implementation report – Executive Directors’ shareholding– Non-Executive Directors – Positions held and share ownership – Other share plans140143144
Financial statements – Note 28 – Share-based payments210-212
6.F – Disclosure of a registrant’s action to recover erroneously awarded compensationDirectors’ report– Remuneration Policy summarySee Exhibit 97.1125-126
7Major shareholders and related party transactions
7.A – Major shareholdersShareholder information – Share ownership– Substantial shareholders in Rio Tinto plc– Substantial shareholders in Rio Tinto Limited– Analysis of ordinary shareholders– Twenty largest registered shareholders337337338338
7.B – Related party transactionsFinancial review17-25
Financial statements Note 34 – Related-party transactions222
7.C – Interests of experts and counselNot applicable–
8Financial Information
8.A – Consolidated statements and other financial informationFinancial review – Shareholder returns20
Additional statutory disclosure – Operating and financial review150
Financial statements Note 37 – Contingencies and commitments225-227
See Item 18–
8.B – Significant changesFinancial statements Note 39 – Events after the balance sheet date228
9The offer and listing
9.A – Offer and listing detailsAdditional statutory disclosure – Operating and financial review150
Shareholder information – Organisational structure– Markets336337-338
9.B – Plan of distributionNot applicable–
9.C – MarketsShareholder information – Markets337-338
See Exhibit 2.1–
9.D – Selling shareholdersNot applicable–
9.E – DilutionNot applicable–
9.F – Expenses of the issueNot applicable–
Item · Form 20-F Caption · Location in this document · Page
10 · Additional information
10.A – Share capitalNot applicable–
10.B – Memorandum and articles of associationFinancial review – Shareholder returns20
Directors’ report – Application of and compliance with governance codes and standards155-156
Shareholder information– Dual-listed companies structures– Material contracts– Exchange controls and foreign investment– Directors336-337339-340340340-341
See Exhibit 2.1–
10.C – Material contractsFinancial statements – Our capital and liquidity199
Shareholder information – Material contracts339-340
10.D – Exchange controlsShareholder information – Exchange controls and foreign investment340
10.E – TaxationAdditional information – US disclosure – Taxation342-344
10.F – Dividends and paying agentsNot applicable–
10.G – Statement by expertsNot applicable–
10.H – Documents on displayAdditional information – US disclosure – Document on display345
10.I – Subsidiary informationNot applicable–
10.J – Annual report to security holdersAdditional information – US disclosure – Document on display345
11Quantitative and qualitative disclosure about market riskRisk factors91-99
Financial statements Note 25 – Financial instruments and risk management204-208
Cautionary statement about forward-looking statements368
12Description of securities other than equity securities
12.A – Debt securitiesNot applicable–
12.B – Warrants and rightsNot applicable–
12.C – Other securitiesNot applicable–
12.D – American depositary sharesAdditional information – US disclosure – American Depositary Shares - American depositary receipts (ADRs)344-345
13Defaults, dividend arrearages and delinquenciesNot applicable–
14Material modifications to the rights of security holders and use of proceedsNot applicable–
15Controls and ProceduresDirectors’ report – Additional statutory disclosure– Financial reporting154-155
See Item 18 for the Report of the Independent RegisteredPublic Accounting Firm–
16[Reserved]Not applicable–
16AAudit committee financial expertDirectors’ report– Audit & Risk Committee report – US listing requirements– Application of and compliance with governance codes and standards115155-156
16BCode of ethicsOur approach to sustainability – Governance87-88
16CPrincipal accountant fees and servicesDirectors’ report – Audit & Risk Committee report– External auditors117-118
Financial statements – Note 38 – Auditors’ remuneration227
16DExemptions from the listing standards for audit committeesNot applicable–
16EPurchase of equity securities by the issuer and affiliated purchasersDirectors’ report – Additional statutory disclosure– Purchases: Rio Tinto plc shares– Purchases: Rio Tinto Limited shares152152
Financial statements – Note 35 – Share capital223
16FChange in registrant’s certifying accountantNot applicable–
16GCorporate GovernanceDirectors’ report – Application of and compliance with governance codes and standards155-156
16HMine safety disclosureSee Exhibit 16.1–
ItemForm 20-F CaptionLocation in this documentPage
16IDisclosure regarding foreign jurisdictions that prevent inspectionsNot applicable–
16JInsider trading policiesDealing in Rio Tinto securitiesSee Exhibit 11.1154–
16KCybersecurityOur approach to risk management89-90
Risk factors– Managing cyber security93
Additional information – US disclosure – Cyber security346-348
17Financial statementsNot applicable–
18Financial statementsAbout Rio Tinto158
About the presentation of our consolidated financial statements158
Consolidated income statement165
Consolidated statement of comprehensive income166
Consolidated cash flow statement167
Consolidated balance sheet168
Consolidated statement of changes in equity169
Financial statements – Notes 1 to 40170-228
Reports of Independent Registered Public Accounting Firms246-248
19ExhibitsSee Exhibit List at the end of this document–

Other information contained within Rio Tinto’s Annual Report on Form 20-F 2025 (Form 20-F) is not included in this Form 20-F unless

specifically identified above and is furnished to the SEC for information only.

Many of our operations are located on land and waters

that have belonged to Indigenous and land-connected

Peoples for thousands of years. We respect their ongoing

deep connection to, and their vast knowledge of, the land,

water and environment. We pay our respects to Elders,

both past and present, and acknowledge the important

role Indigenous and land-connected Peoples play within

communities and our business.

Contents

Strategic report
2025 at a glance1
Beginning a new chapter2
Why invest in Rio Tinto2
Rio Tinto across the world3
Chair's statement4
From the Chief Executive5
Strategic context6
Our strategic framework8
The story of our year10
Our continuing path to value creation12
Key performance indicators14
Chief Financial Officer's statement16
Financial review17
Aluminium & Lithium26
Copper28
Iron Ore30
Our approach to sustainability32
Socially connected36
Environmentally committed46
Climate53
Governance87
Our approach to risk management89
Risk factors91
Five-year review101
Directors’ report
Chair's introduction102
Governance framework103
Board of Directors104
Executive Committee106
Our stakeholders - Section 172(1) statement107
Board activities in 2025110
Evaluating our performance112
Nominations & Governance Committee report113
Audit & Risk Committee report115
Sustainability Committee report120
Remuneration report122
Additional statutory disclosure150
2025 Financial statements
About Rio Tinto158
About the presentation of our consolidated financial statements158
Consolidated primary statements165
Notes to the consolidated financial statements170
Other information
Consolidated entity disclosure statement230
Report of Independent Registered Public Accounting Firms246
Additional financial information
Financial information by business unit267
Alternative performance measures270
Production, Mineral Reserves, Mineral Resources and operations
Metals and minerals production276
Mineral Resources and Mineral Reserves278
Qualified Persons280
Mineral Reserves282
Mineral Resources294
Mines and production facilities305
Additional information
Shareholder information336
US disclosure342
Contact details367
Cautionary statement about forward-looking statements368

On the cover: Bauxite stockpiles at Weipa Operations, Australia.

Our 2025 reporting suite

Scan the QR code or visit riotinto.com/reports

References to information on websites in the Form 20-F are

included as an aid to their location and such information is not

incorporated in, and does not form part of, this Form 20-F. We have

included any website as an inactive textual reference.

The independent assurance report related to sustainability is not

included within this Form 20-F and therefore any references to

this report are not incorporated in, and do not form part of this

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.