Chairman of the Board Adkerson Richard C was granted 275,625 shares, covered exercise/tax liability with 95,165 shares and sold $25,464,329 worth of shares (400,991 units at $63.50), decreasing direct ownership by 6% to 3,356,159 units (SEC Form 4)
$FCX
Metal Mining
Basic Materials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FREEPORT-MCMORAN INC [ FCX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/09/2026 | A(1) | 27,500 | A | $0 | 3,604,190 | D | |||
| Common Stock | 02/09/2026 | A(2) | 248,125 | A | $0 | 3,852,315 | D | |||
| Common Stock | 02/09/2026 | F(3) | 95,165 | D | $60.67 | 3,757,150 | D | |||
| Common Stock | 02/10/2026 | S(4) | 248,031 | D | $62.795 | 3,509,119 | D | |||
| Common Stock | 02/11/2026 | S | 132,824 | D | $64.568(5) | 3,376,295 | D | |||
| Common Stock | 02/11/2026 | S | 20,136 | D | $65.2087(6) | 3,356,159(7) | D | |||
| Common Stock | 192,330 | I | By IRA | |||||||
| Common Stock | 1,643,102 | I | Through GRATs | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents a grant of Common Stock Restricted Stock Units ("RSUs"). |
| 2. Shares acquired through the vesting of performance share units ("PSUs") granted on February 7, 2023. |
| 3. Shares withheld to cover the taxes due upon the vesting of PSUs. |
| 4. Represents a private transaction pursuant to which the Reporting Person transferred shares of the Issuer's common stock and other assets to a family trust in exchange for other property. The Reporting Person is not a trustee or beneficiary of the family trust, and he disclaims any ownership interest in the shares held by the trust. For purposes of the exchange, the shares were valued based on the high and low average of the market price on the day of the transaction. |
| 5. The price reported represents the weighted average price of the shares sold. Shares were sold at varying prices in the range of $64.1700 - $65.1300. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. |
| 6. The price reported represents the weighted average price of the shares sold. Shares were sold at varying prices in the range of $65.1800 - $65.3300. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. |
| 7. Amount beneficially owned includes 1,160,333 RSUs, 1,000,000 of which are vested but deferred. |
| Remarks: |
| In addition to the awards reported herein, on February 9, 2026, the Reporting Person also received a grant of PSUs, which will be reflected on a Form 4 if and when such units vest. Vesting of the PSUs will be determined by the Issuer's average return on investment and relative TSR over the three-year performance period ending December 31, 2028. |
| Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney | 02/11/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||