RIO TINTO LTD
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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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
Contents
Cautionary statement about forward-looking statements
This report includes “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical facts included in
this report, including, without limitation, those regarding Rio Tinto’s
financial position, business strategy, plans and objectives of
management for future operations (including development plans and
objectives relating to Rio Tinto’s products, production forecasts, and
reserve and resource positions), are forward-looking statements.
The words “intend”, “aim”, “project”, “anticipate”, “estimate”, “plan”,
“believes”, “expects”, “may”, “should”, “will”, “target”, “set to” or
similar expressions, commonly identify such forward-looking
statements.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Rio Tinto, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on
numerous assumptions regarding Rio Tinto’s present and future
business strategies and the environment in which Rio Tinto will
operate in the future. Among the important factors that could cause
Rio Tinto’s actual results, performance or achievements to differ
materially from those in the forward-looking statements include, but
are not limited to:
an inability to live up to Rio Tinto’s values and any resultant damage
to its reputation; the impacts of geopolitics on trade and investment;
the impacts of climate change and the transition to a low-carbon
future; an inability to successfully execute and/or realise value from
acquisitions and divestments; the level of new ore resources,
including the results of exploration programs and/or acquisitions;
disruption to strategic partnerships that play a material role in
delivering growth, production, cash or market positioning; damage to
Rio Tinto’s relationships with communities and governments; an
inability to attract and retain requisite skilled people; declines in
commodity prices and adverse exchange rate movements; an
inability to raise sufficient funds for capital investment; inadequate
estimates of ore resources and reserves;
delays or overruns of large and complex projects; changes in tax
regulation; changes in environmental, social and governance
reporting standards; safety incidents or major hazard events; cyber
breaches; physical impacts from climate change; the impacts of
water scarcity; natural disasters; an inability to successfully manage
the closure, reclamation and rehabilitation of sites; the impacts of
civil unrest; breaches of Rio Tinto’s policies, standards and
procedures, laws or regulations; trade tensions between the world’s
major economies; increasing societal and investor expectations, in
particular with regard to environmental, social and governance
considerations; the impacts of technological advancements; and
such other risks identified in Rio Tinto’s most recent Annual Report
and accounts in Australia and the United Kingdom and the most
recent annual report on Form 20-F filed with the SEC or Form 6-Ks
furnished to, or filed with, the SEC. Forward-looking statements
should, therefore, be construed in light of such risk factors and
undue reliance should not be placed on forward-looking statements.
These forward-looking statements speak only as of the date of this
report. Rio Tinto expressly disclaims any obligation or undertaking
(except as required by applicable law, the UK Listing Rules, the
Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority and the Listing Rules of the Australian Securities
Exchange) to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Rio Tinto’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement
is based.
Nothing in this report should be interpreted to mean that future
earnings per share of Rio Tinto plc or Rio Tinto Limited will
necessarily match or exceed its historical published earnings
per share.
riotinto.com
This report is printed on paper certified in accordance with the FSC® (Forest Stewardship Council®) and is recyclable and acid-free.Pureprint Ltd is FSC certified and ISO 14001 certified showing that it is committed to all round excellence and improving environmental performance is an important part of this strategy.Pureprint Ltd aims to reduce at source the effect its operations have on the environment and is committed to continual improvement, prevention of pollution and compliance with any legislation or industry standards.Pureprint Ltd is a CarbonNeutral® Printing Company.Designed and produced by Black Sun Global. A Positive Change Group company.
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ITEM 19. EXHIBITS
Exhibits marked “*” have been filed as exhibits to this Annual report on Form 20-F and other exhibits
have been incorporated by reference as indicated.
INDEX
| ExhibitNumber | Description |
| 1.1 | Articles of Association of Rio Tinto plc (adopted by special resolution passed on 20 April 2009 and amended on 1 October 2009 and 8 April 2020) (incorporated by reference to Exhibit 1.1 of Rio Tinto plc Annual Report on Form 20-F for fiscal year ended 31 December 2020, File No. 1-10533) |
| 1.2 | Constitution of Rio Tinto Limited (CAN 004 458 404) (as adopted by special resolution passed on 24 May 2000 and amended by special resolution on 18 April 2002, 29 April 2005, 27 April 2007, 24 April 2008, 20 April 2009, 7 May 2020 and 2 May 2024) (incorporated by reference to Exhibit 1.2 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2024, File No. 1-10533) |
| 2.1* | Description of securities |
| 3.1** | DLC Merger Implementation Agreement, dated 3 November 1995 between CRA Limited and The RTZ Corporation PLC relating to the implementation of the DLC merger (incorporated by reference to Exhibit 2.1 of Rio Tinto plc's Annual report on Form 20-F for the financial year ended 31 December 1995, File No. 1‑10533) |
| 3.2 | DLC Merger Sharing Agreement, dated 21 December 1995 and amended on 14 April 2005, 29 April 2005 and 18 December 2009 between CRA Limited and The RTZ Corporation PLC relating to the ongoing relationship between CRA and RTZ following the DLC merger (incorporated by reference to Exhibit 3.2 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2009, File No. 1‑10533) |
| 3.3 | RTZ Shareholder Voting Agreement, dated 21 December 1995 and amended on 18 January 2010 between The RTZ Corporation PLC, RTZ Shareholder SVC Pty. Limited, CRA Limited, R.T.Z. Australian Holdings Limited and The Law Debenture Trust Corporation p.l.c (incorporated by reference to Exhibit 3.3 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2009, File No. 1‑10533) |
| 3.4 | CRA Shareholder Voting Agreement, dated 21 December 1995 and amended 18 January 2010 between CRA Limited, CRA Shareholder SVC Limited, The RTZ Corporation PLC and The Law Debenture Trust Corporation p.l.c., relating to the RTZ Special Voting Share (incorporated by reference to Exhibit 3.4 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2009, File No. 1‑10533) |
| 4.1 | Rules of the Rio Tinto plc Equity Incentive Plan 2018, approved on 11 April 2018 and amended on 12 February 2019, 4 March 2021, 28 June 2021, 19 October 2023 and 8 May 2024 (incorporated by reference to Exhibit 4.1 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2024, File No. 1-10533) |
| 4.2 | Rules of the Rio Tinto Limited Equity Incentive Plan 2018, approved on 2 May 2018 and amended on 12 February 2019, 4 March 2021, 28 June 2021 and 19 October 2023 and 8 May 2024 (incorporated by reference to Exhibit 4.2 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2024, File No. 1-10533) |
| 4.3 | Arcadium Lithium plc Omnibus Incentive Plan, filed as exhibit 99.1 to Arcadium Lithium plc’s Registration Statement on Form S-8 filed with the Commission on January 4, 2024 (File No. 333-276377) |
| 4.4 | Livent Corporation Incentive Compensation and Stock Plan, filed as exhibit 99.2 to Arcadium Lithium plc’s Registration Statement on Form S-8 filed with the Commission on January 4, 2024 (File No. 333-276377) |
| 8.1 | List of subsidiary companies included on pages 230 to 236 in this report |
| 11.1 | Securities Dealing Policy (incorporated by reference to Exhibit 11.1 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2024, File No. 1-10533) |
| 12.1* | Certifications pursuant to Rule 13a‑14(a) of the Exchange Act |
| 13.1* | Certifications furnished pursuant to Rule 13a‑14(b) of the Exchange Act (such certifications are not deemed filed for purpose of Section 18 of the Exchange Act and not incorporated by reference in any filing under the Securities Act) |
| 15.1* | Consent of KPMG LLP and KPMG, Independent Registered Public Accounting Firms |
| 15.2* | Consent of Qualified Persons for Technical Report Summary Pilbara |
| 15.3* | Consent of Qualified Persons for Technical Report Summary Escondida |
| 16.1* | Mine safety and health administration safety data |
| 17.1* | Guarantors and Issuers of Guaranteed Securities |
| 96.1* | Technical Report Summary Pilbara Operations |
| 96.2* | Technical Report Summary Escondida |
| 96.3 | Technical Report Summary Oyu Tolgoi (incorporated by reference to Exhibit 96.3 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2022, File No. 1‑10533) |
| 96.4 | Technical Report Summary Simandou (incorporated by reference to Exhibit 96.4 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2023, File No. 1‑10533) |
| 97.1 | Incentive-Based Compensation Clawback Policy, approved on 19 October 2023 (incorporated by reference to Exhibit 96.5 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2023, File No. 1‑10533) |
| 101* | Interactive data files |
Signature
The Registrants hereby certify that they meet all of the requirements for filing on Form 20-F and that they
have duly caused and authorised the undersigned to sign this Annual Report on their behalf.
| Rio Tinto plc | Rio Tinto Limited |
|---|---|
| (Registrant) | (Registrant) |
| /s/ Andy Hodges | /s/ Tim Paine |
| Name: Andy Hodges | Name: Tim Paine |
| Title: Company Secretary | Title: Company Secretary |
| Date: 19 February 2026 | Date: 19 February 2026 |
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