Director Robert W. Dudley to leave Freeport-McMoRan (FCX) board after 2026 meeting

Rhea-AI Filing Summary

Freeport-McMoRan Inc. reported that board member Robert W. Dudley has decided he will not stand for re-election at the company’s 2026 annual meeting of stockholders. He will continue to serve as a director until the end of his current term at that meeting.

The company noted that Mr. Dudley’s decision is not due to any disagreement with Freeport-McMoRan. This indicates an orderly and voluntary board transition rather than a response to a dispute over strategy, governance, or company practices.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2026

Freeport-McMoRan Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-11307-01			74-2480931
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

4340 E. Cotton Center Blvd., Suite 110
Phoenix						AZ			85040
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code: (602) 366-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.10 per share			FCX			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 20, 2026, Robert W. Dudley, a member of the Board of Directors (the Board) of Freeport-McMoRan Inc. (the Company), informed the Lead Independent Director and the Chairman of the Board he will not stand for re-election at the Company’s 2026 annual meeting of stockholders. Mr. Dudley will serve the remainder of his current term, which will end at the Company’s 2026 annual meeting of stockholders. Mr. Dudley’s decision not to stand for re-election was not due to any disagreement with the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Freeport-McMoRan Inc.

By: /s/ Douglas N. Currault II

----------------------------------------

Douglas N. Currault II

Executive Vice President and General Counsel    

(authorized signatory)

Date: March 23, 2026

FAQ

What board change did Freeport-McMoRan (FCX) disclose in this 8-K?

Freeport-McMoRan disclosed that director Robert W. Dudley has informed the board he will not stand for re-election at the company’s 2026 annual meeting, and will serve out his current term until that meeting.

When will Robert W. Dudley leave the Freeport-McMoRan (FCX) board?

Robert W. Dudley will remain on the Freeport-McMoRan board until the end of his current term, which concludes at the company’s 2026 annual meeting of stockholders, after which he will not stand for re-election.

Did Robert W. Dudley resign from Freeport-McMoRan (FCX) due to a disagreement?

No. Freeport-McMoRan stated that Mr. Dudley’s decision was not due to any disagreement with the company. The filing characterizes his choice as a decision not to stand for re-election, rather than a dispute-driven resignation.

What SEC item does this Freeport-McMoRan (FCX) 8-K relate to?

The 8-K relates to Item 5.02, which covers departures of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. Here, it specifically addresses a director’s decision not to stand for re-election.

Who signed the Freeport-McMoRan (FCX) 8-K about the board change?

The report was signed on behalf of Freeport-McMoRan by Douglas N. Currault, who serves as Executive Vice President and General Counsel, acting as the authorized signatory for the company in this filing.

Does the Freeport-McMoRan (FCX) 8-K mention any changes to Mr. Dudley’s current term?

No changes to his current term are mentioned. The filing states that Mr. Dudley will serve the remainder of his present term, which ends at the company’s 2026 annual meeting of stockholders, before stepping down.

Filing Exhibits & Attachments

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