Share-based payments

12 Months Ended

Dec. 31, 2024

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Share-based payments

27 Share-based payments The Rio Tinto plc and Rio Tinto Limited share-based incentive plans

are as follows.

UK Share Plan

The fair values of Matching and Free share awards are the market

value of the shares on the date of award. The awards are settled in

equity.

Equity Incentive Plan

Since 2018, all long-term incentive awards have been granted under

the 2018 Equity Incentive Plans which allow for awards in the form of

Performance Share Awards (PSA), Management Share Awards

(MSA) and Bonus Deferral Awards (BDA) to be granted. In general,

these awards will be settled in equity, including the dividends

accumulated from date of award to vesting and therefore the awards

are accounted for in accordance with the requirements applying to

equity-settled share-based payment transactions.

Performance Share Awards

The vesting of these awards is dependent on service conditions being

met; performance conditions apply.

Awards granted in previous years (since 2018) are subject to a Total

Shareholder Return (TSR) performance condition. Awards granted in

2024 are subject to both a TSR performance condition (80%

weighting), and a decarbonisation measure (20% weighting). The fair

value of the awards subject to a TSR performance condition is

calculated using a Monte Carlo simulation model. For the part of the

awards subject to a decarbonisation target, as this is a non-market

related performance condition, the fair value is reviewed at each

accounting date, based on the prevailing projected outcome.

Forfeitures prior to vesting are assumed at 5% per annum of

outstanding awards (2023: 5% per annum).

Management Share Awards

The vesting of these awards is dependent on service conditions being

met; no performance conditions apply.

The fair value of each award on the day of grant is based on the

share price on the day of grant. Forfeitures prior to vesting are

assumed at 7% per annum of outstanding awards (2023: 7% per

annum).

Bonus Deferral Awards

Bonus Deferral Awards provide for the mandatory deferral of 50% of

the bonuses for Executive Directors and Executive Committee

members.

The vesting of these awards is dependent only on service conditions

being met. The fair value of each award is based on the share price

on the day of grant. Forfeitures prior to vesting are assumed at 3%

per annum of outstanding awards (2023: 3% per annum).

Global Employee Share Plans

The Global Employee Share Plans were re-approved by shareholders

in 2021. Under these plans, the companies provide a Matching share

award for each Investment share purchased by a participant. The

vesting of Matching awards is dependent on service conditions being

met and the continued holding of Investment shares by the participant

until vesting. These awards are settled in equity including the

dividends accumulated from date of award to vesting. The fair value

of each Matching share on the day of grant is equal to the share price

on the date of purchase less a deduction of 15% (5% per annum) for

estimated cancellations (caused by employees withdrawing their

Investment shares prior to vesting) in addition to a deduction for

forfeitures prior to vesting which are assumed at 5% per annum of

outstanding awards (2023: 5% per annum).

The PSA, MSA, BDA and awards under the Global Employee Share

Plans and UK Share Plan together represent 100% (2023: 100%) of

the total IFRS 2 “Share-based Payment” charge for Rio Tinto plc and

Rio Tinto Limited plans in 2024.

Recognition and measurement

These plans are accounted for in accordance with the fair value

recognition provisions of IFRS 2.

The fair value of the Group’s share plans is recognised as an expense

over the expected vesting period with an offset to retained earnings

for Rio Tinto plc plans and to other reserves for Rio Tinto Limited

plans.

The Group uses fair values provided by independent actuaries

calculated using a Monte Carlo simulation model where required.

The terms of each plan are considered at the balance sheet date to

determine whether the plan should be accounted for as equity-settled

or cash-settled. The Group does not operate any material plans as

cash-settled although certain awards can be settled in cash at the

discretion of the Directors or where settling awards in equity is

challenging or prohibited by local laws and regulations. The value of

these awards is immaterial.

The Group’s equity-settled share plans are settled either by the

issuance of shares by the relevant parent company; the purchase of

shares on market; or the use of shares held in treasury. If the cost of

shares acquired to satisfy the plans differs from the expense charged,

the difference is taken to retained earnings or other reserves, as

appropriate.

The charge that has been recognised in the income statement for Rio Tinto’s share-based incentive plans, and the related liability (for cash-

settled awards), is set out in the table below.


	Charge recognised for the year			Liability at the end of the year
	2024 US$m	2023 US$m	2022 US$m	2024 US$m	2023 US$m
Equity-settled awards	170	140	117	–	–
Cash-settled awards	2	4	5	5	6
Total	172	144	122	5	6

27 Share-based payments continued

Performance Share Awards (granted under either the Performance Share Plans or the Equity Incentive Plans)


	Rio Tinto plc awards				Rio Tinto Limited awards
	2024 number	Weighted average fair value at grant date 2024 £	2023 number	Weighted average fair value at grant date 2023 £	2024 number	Weighted average fair value at grant date 2024 A$	2023 number	Weighted average fair value at grant date 2023 A$
Unvested awards at 1 January	2,596,811	24.34	2,903,449	24.36	1,011,192	54.74	1,040,240	52.51
Awarded	1,077,110	28.22	562,747	28.40	579,982	67.34	287,714	61.66
Forfeited	(77,417)	27.33	(166,376)	27.94	(35,737)	60.05	(28,789)	51.91
Failed performance conditions	(38,101)	24.68	–	–	(11,058)	54.55	–	–
Vested	(801,809)	24.52	(703,009)	26.84	(175,600)	54.55	(287,973)	53.88
Unvested awards at 31 December	2,756,594	25.71	2,596,811	24.34	1,368,779	59.97	1,011,192	54.74


	Rio Tinto plc awards				Rio Tinto Limited awards
	2024 number	Weighted average share price at vesting 2024 £	2023 number	Weighted average share price at vesting 2023 £	2024 number	Weighted average share price at vesting 2024 A$	2023 number	Weighted average share price at vesting 2023 A$
Vested awards settled in shares during the year (including dividend shares applied on vesting)	924,836	51.12	767,439	59.21	143,996	124.24	238,405	122.58
Vested awards settled in cash during the year (including dividend shares applied on vesting)	111,446	51.70	181,492	58.36	83,388	124.36	140,690	123.40

In addition to the equity-settled awards shown above, there were 41,164 Rio Tinto plc and 25,792 Rio Tinto Limited cash-settled awards

outstanding at 31 December 2024 (2023: 24,365 Rio Tinto plc and 19,881 Rio Tinto Limited cash-settled awards outstanding). The total liability

for these awards at 31 December 2024 was US$1 million (2023: US$1 million).

Management Share Awards, Bonus Deferral Awards (granted under the Equity Incentive Plans), Global Employee

Share Plans and UK Share Plan (combined)


	Rio Tinto plc awards(a)				Rio Tinto Limited awards
	2024 number	Weighted average fair value at grant date 2024 £	2023 number	Weighted average fair value at grant date 2023 £	2024 number	Weighted average fair value at grant date 2024 A$	2023 number	Weighted average fair value at grant date 2023 A$
Unvested awards at 1 January(b)	2,810,128	50.36	2,585,679	47.22	2,580,993	103.11	2,340,705	95.27
Awarded	1,360,676	46.54	1,298,578	49.59	1,189,754	110.96	1,159,498	107.86
Forfeited	(115,973)	47.67	(113,473)	57.02	(152,069)	106.75	(144,531)	102.40
Cancelled	(94,111)	44.97	(71,160)	46.21	(70,514)	98.85	(61,993)	93.15
Vested	(909,986)	52.00	(889,496)	39.59	(767,686)	105.79	(712,686)	86.09
Unvested awards at 31 December(b)	3,050,734	48.43	2,810,128	50.36	2,780,478	105.64	2,580,993	103.11
Comprising:
–Management Share Awards	1,337,860	52.10	1,321,207	54.05	1,228,291	115.71	1,211,757	113.03
–Bonus Deferral Awards	74,844	50.75	102,388	55.64	39,652	117.82	56,597	113.90
–Global Employee Share Plan	1,593,851	45.11	1,350,559	46.22	1,512,535	97.14	1,312,639	93.50
–UK Share Plan	44,179	53.25	35,974	54.68	–	–	–	–
Unvested awards at 31 December(b)	3,050,734	48.43	2,810,128	50.36	2,780,478	105.64	2,580,993	103.11

(a)Awards of Rio Tinto American Depositary Receipts (ADRs) under the Global Employee Share Plan are included within the totals for Rio Tinto plc awards for the purpose of these tables.

(b)These numbers are presented and calculated in accordance with IFRS 2 and represent awards for which an IFRS 2 charge continues to be accrued for.


	Rio Tinto plc awards(a)				Rio Tinto Limited awards
	2024 number	Weighted average share price at vesting 2024 £	2023 number	Weighted average share price at vesting 2023 £	2024 number	Weighted average share price at vesting 2024 A$	2023 number	Weighted average share price at vesting 2023 A$
Vested awards settled in shares during the year (including dividend shares applied on vesting):
–Management Share Awards	569,907	51.97	537,748	57.86	458,429	123.92	476,813	121.87
–Bonus Deferral Awards	90,422	50.18	87,475	55.43	44,477	119.53	23,569	123.91
–Global Employee Share Plan	431,973	51.59	493,187	55.05	401,915	120.73	374,232	118.12
–UK Share Plan	7,403	51.56	6,791	53.28	–	–	–	–
Vested awards settled in cash during the year (including dividend shares applied on vesting):
–Bonus Deferral Awards	–	–	–	–	–	–	–	–

(a)Awards of Rio Tinto American Depositary Receipts (ADRs) under the Global Employee Share Plan are included within the totals for Rio Tinto plc awards for the purpose of these tables.

In addition to the equity-settled awards shown above, there were 88,637 Rio Tinto plc and 5,232 Rio Tinto Limited cash-settled awards

outstanding at 31 December 2024 (2023: 90,331 Rio Tinto plc and 7,913 Rio Tinto Limited cash-settled awards outstanding). The total liability for

these awards at 31 December 2024 was US$4 million (2023: US$5 million).