S-8 1 form_s-8xrtpxmyshare2012.htm S-8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Rio Tinto plc (Exact name of registrant as specified in its charter) |
England and Wales (State or other jurisdiction of incorporation or organization) | None (I.R.S. Employer Identification No.)
6 St. James’s Square London SW1Y 4AD United Kingdom (Address of principal executive offices) |
Global Employee Share Plan (Full title of plan) |
Cheree Finan Corporate Secretary Rio Tinto Services Inc. 80 State Street Albany, New York, 12207-2543 (Name and address of agent for service) (801) 204-2000 (Telephone number, including area code, of agent for service) Copies to: |
Michael Z. Bienenfeld Igor Rogovoy Linklaters LLP One Silk Street London EC2Y 8HQ +44 20 7456 2000 |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☒ | Accelerated filer | ☐
Non-accelerated filer | ☐ | Smaller reporting company | ☐
Emerging growth company | ☐ |  |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”).

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EXPLANATORY NOTE
This registration statement on Form S-8 (“Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 for the purpose of registering an aggregate of 560,000 additional ordinary shares, nominal value 10 pence per share, in the capital of Rio Tinto plc (“Ordinary Shares”) under the Rio Tinto plc Global Employee Share Plan. The Ordinary Shares to be distributed pursuant to the Global Employee Share Plan may also be represented by American Depositary Shares evidenced by American Depositary Receipts, each representing one Ordinary Share.
These additional Ordinary Shares are additional securities of the same class as other securities for which a registration statement on Form S-8 (File No. 333-184397) (the “Prior S-8 Registration Statement”), and were not previously registered under the Prior S-8 Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of the Prior S-8 Registration Statement are incorporated by reference into this Registration Statement, except as otherwise set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
We incorporate by reference into this registration statement:
(a)Rio Tinto’s Annual Report on Form 20-F for the year ended 31 December 2024.
(b)All other reports filed by Rio Tinto plc pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since 31 December 2024 (other than the portions of those reports not deemed to be filed).
(c)The description of Rio Tinto plc’s ordinary shares, nominal value 10 pence per share contained in the Annual Report on Form 20-F of Rio Tinto plc for the year ended 31 December 2024 under the section entitled “Shareholder Information.”
All documents subsequently filed by Rio Tinto plc pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities hereby registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement. Any such statement so modified or superseded will not be deemed to constitute a part of this registration statement, except as so modified or superseded.

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Item 8. Exhibits.

Exhibit No. |  | Exhibit Description
4.1 |  | 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’s Annual Report on Form 20-F for the fiscal year ended 31 December 2020, File No. 1-10533)
4.2* |  | Rules of the Rio Tinto plc Global Employee Share Plan, approved on 19 September 2012 and amended on 6 May 2021
5.1 |  | The Ordinary Shares to be offered and sold under the Rio Tinto plc Global Employee Share Plan in connection with this registration statement have been purchased in open market transactions. Because no original issuance securities will be offered or sold pursuant to the Global Employee Share Plan, no opinion of counsel regarding the legality of the securities being registered hereunder is required.
23.1* |  | Consent of KPMG LLP and KPMG, independent registered public accounting fir ms
24.1* |  | Power of Attorney (included on the signature page of this registration statement)
107* |  | Filing Fee Table

*Filed herewith

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, United Kingdom, on 7 March, 2025.

Rio Tinto plc (Registrant) |
/s/ Andy Hodges Andy Hodges Group Company Secretary |

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints each Director listed below (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933 (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of the Securities and any securities or Blue Sky law of any of the states of the United States of America in order to effect the registration or qualification (or exemption therefrom) of the said securities for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as an Officer, Director or Authorized Representative in the United States of America or in any other capacity with respect to this registration statement and any registration statement in respect of the Securities that is to be effective upon filing pursuant to Rule 462(b) (collectively, the “Registration Statement”) and/or such other form or forms as may be appropriate to be filed with the Commission or under or in connection with any Blue Sky laws or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Securities, and with respect to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Signature | Title | Date
/s/ Dominic Barton | Chairman | 7 March 2025
Dominic Barton
/s/ Jakob Stausholm | Director and Chief Executive | 7 March 2025
Jakob Stausholm
/s/ Peter Cunningham | Director and Chief Financial Officer | 7 March 2025
Peter Cunningham
/s/ Dean Dalla Valle | Non Executive Director | 7 March 2025
Dean Dalla Valle
/s/ Simon Henry | Non Executive Director | 7 March 2025
Simon Henry
/s/ Kaisa Hietala | Non Executive Director | 7 March 2025
Kaisa Hietala
/s/ Sam Laidlaw | Non Executive Director | 7 March 2025
Sam Laidlaw
/s/ Susan Lloyd-Hurwitz | Non Executive Director | 7 March 2025
Susan Lloyd-Hurwitz
/s/ Jennifer Nason | Non Executive Director | 7 March 2025
Jennifer Nason
/s/ Ngaire Woods | Non Executive Director | 7 March 2025
Ngaire Woods
/s/ Joc O’Rourke | Non Executive Director | 7 March 2025
Joc O’Rourke
/s/ Sharon Thorne | Non Executive Director | 7 March 2025
Sharon Thorne
/s/ Martina Merz | Non Executive Director | 7 March 2025
Martina Merz
/s/ Ben Wyatt | Non Executive Director | 7 March 2025
Ben Wyatt

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed the registration statement on 7 March 2025 in the capacity of the duly authorized representative of Rio Tinto plc in the United States.
RIO TINTO PLC.
By: /s/ Cheree Finan
Name: Cheree Finan
Title: Authorized Representative

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