Freeport-McMoRan insider filing: Adkerson reports large share dispositions and GRAT activity

Rhea-AI Filing Summary

Richard C. Adkerson, Chairman and Director of Freeport-McMoRan (FCX), reported multiple changes to his beneficial ownership. The Form 4 shows a disposition of 3,605,787 common shares and a separate disposition of 25,656 shares transferred from a grantor retained annuity trust (GRAT) upon its expiration on August 25, 2025. Following the reported transactions, he holds 1,642,778 shares indirectly through GRATs and 192,330 shares indirectly via an IRA. The filing notes 1,132,833 RSUs are included in beneficial holdings, of which 1,000,000 are vested but deferred. The change reflects establishment of a new GRAT and scheduled annuity payments from prior GRATs.

Positive

• Timely and detailed disclosure of insider transfers and beneficial ownership changes, including GRAT mechanics
• Clarification that 1,000,000 RSUs are vested but deferred, providing transparency on potential future realizations
• Identification of indirect holdings through GRATs and an IRA, helping reconcile total beneficial ownership

Negative

• Large disposition of 3,605,787 common shares materially reduces reported beneficial ownership and may increase near-term insider supply
• Multiple trust-related transfers and disposals could complicate interpretation of insider intent without further detail on whether transfers were market sales or in-kind transfers

Insights

Financial Analyst

TL;DR: Large insider sale/dispositions materially reduce reported holdings; check dilution and timing relative to market moves.

The reported disposition of 3,605,787 shares represents a significant reduction in beneficial ownership and could be material for share count and insider supply near the trade date. The filing attributes part of the movement to GRAT mechanics and scheduled annuity-related transfers rather than an outright open-market sale, which is important for interpreting motivation. Also, 1,132,833 RSUs are counted in holdings, with 1,000,000 vested but deferred, indicating future potential stake realizations. Investors should reconcile these transfers with other outstanding insider filings and company disclosures to understand liquidity and timing.

Corporate Governance Expert

TL;DR: Filing shows timely disclosure of trust-related transfers and estate planning actions; documentation appears compliant.

The Form 4 documents transfers tied to GRAT expirations and establishment of a new GRAT, which are common estate-planning mechanisms for executives. The reporting includes both direct and indirect holdings and clarifies that vested RSUs are deferred, improving transparency. The signature via power of attorney is properly noted. From a governance standpoint, the filing provides necessary detail on transaction codes and beneficial ownership changes, satisfying Section 16 disclosure objectives.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

ADKERSON RICHARD C

(Last) (First) (Middle)

333 NORTH CENTRAL AVENUE

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FREEPORT-MCMORAN INC [ FCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	08/25/2025		G		25,656(1)	D	$0	1,642,778	I	Through GRATs
Common Stock								192,330	I	By IRA
Common Stock								3,605,787(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. In accordance with the terms of a GRAT established on August 25, 2023, 25,656 shares were transferred to the remaindermen of the trust upon the expiration of the GRAT on August 25, 2025.

2. Amount beneficially owned includes 1,132,833 RSUs, 1,000,000 of which are vested but deferred.

Remarks:

The Reporting Person's direct and indirect holdings have been updated to reflect the establishment of a new GRAT and the return of shares in connection with scheduled annuity payments under previously established GRATs that have occurred since his last Form 4.

	Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney	08/27/2025
	** 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.

FAQ

What transactions did Richard C. Adkerson report on Form 4 for FCX?

The filing reports a disposition of 3,605,787 common shares and a disposition of 25,656 shares transferred from a GRAT upon its expiration on August 25, 2025.

How many shares does Adkerson beneficially own after the reported transactions?

The Form 4 reports 1,642,778 shares indirectly through GRATs and 192,330 shares indirectly via an IRA following the transactions.

Are any RSUs included in Adkerson's reported holdings?

Yes. The filing states that 1,132,833 RSUs are included in beneficial ownership, of which 1,000,000 are vested but deferred.

Why were 25,656 shares transferred from the GRAT?

The filing explains that 25,656 shares were transferred to the remaindermen of a GRAT upon its expiration on August 25, 2025.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by Kelly C. Simoneaux on behalf of Richard C. Adkerson pursuant to a power of attorney on August 27, 2025.