Freeport-McMoRan (NYSE: FCX) chair logs major stock grants and sales

Rhea-AI Filing Summary

Freeport-McMoRan’s Chairman Richard C. Adkerson reported multiple equity transactions in the company’s common stock. On February 9, 2026, he acquired 27,500 shares through a grant of restricted stock units and 248,125 shares from vesting performance share units, with some shares (95,165) withheld to cover taxes.

Subsequently, he disposed of shares, including a private transfer of 248,031 shares to a family trust and open-market sales of 132,824 and 20,136 shares at weighted average prices of about $62.80–$65.21 per share. After these transactions, he held 3,356,159 shares directly as of February 11, 2026, plus additional indirect holdings through an IRA and GRATs.

Insights

Equity compensation and governance analyst

FCX’s chair reported sizeable equity awards and subsequent stock disposals, including a family trust transfer and open-market sales.

Richard C. Adkerson, Chairman of Freeport-McMoRan, received equity compensation on February 9, 2026, including 27,500 restricted stock units and 248,125 shares from vested performance share units. A portion of these vested shares (95,165) was withheld at $60.67 per share to satisfy tax obligations.

Following these awards, he disposed of shares through a private transfer of 248,031 shares to a family trust, for which he disclaims beneficial ownership, and through open-market sales of 132,824 shares at a weighted average price of $64.568 and 20,136 shares at $65.2087. After these moves, he reported 3,356,159 directly owned shares, which include 1,160,333 RSUs, as well as indirect holdings via an IRA and GRATs.

The filing also notes an additional grant of performance share units on February 9, 2026, whose vesting will depend on average return on investment and relative total shareholder return over the performance period ending December 31, 2028. Subsequent company disclosures may detail how these performance conditions translate into future share delivery.

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
Estimated average burden
hours per response:			0.5

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)

4340 E. COTTON CENTER BLVD.

SUITE 110

(Street)

PHOENIX AZ 85040

(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)
02/09/2026

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	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

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. 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.

FAQ

What insider transactions did FCX Chairman Richard C. Adkerson report in this Form 4?

He reported both equity awards and share disposals. On February 9, 2026 he received 27,500 restricted stock units and 248,125 shares from vested performance share units, then had 95,165 shares withheld for taxes and later disposed of additional shares via a family trust transfer and market sales.

How many Freeport-McMoRan (FCX) shares does Richard C. Adkerson own after these transactions?

He reported 3,356,159 directly owned shares after the latest sale. This direct holding includes 1,160,333 restricted stock units, of which 1,000,000 are vested but deferred. He also reported indirect ownership of 192,330 shares via an IRA and 1,643,102 shares through GRATs.

What stock grants did FCX’s chairman receive according to this Form 4 filing?

He received restricted stock units and vested performance units. On February 9, 2026 the filing shows a grant of 27,500 common stock restricted stock units and 248,125 shares acquired through the vesting of performance share units originally granted on February 7, 2023.

Did the FCX Form 4 show any tax-related share dispositions for Richard C. Adkerson?

Yes, shares were withheld to cover tax obligations. The filing reports a disposition of 95,165 shares coded “F” at a price of $60.67 per share, described as shares withheld to pay taxes due upon the vesting of performance share units.

What were the details of Richard C. Adkerson’s open-market sales of FCX stock?

He reported two market sales on February 11, 2026. The filing lists a sale of 132,824 shares at a weighted average price of $64.568 and another sale of 20,136 shares at a weighted average price of $65.2087, both from his direct ownership stake.

How does the family trust transaction in the FCX Form 4 affect Adkerson’s ownership?

Shares were transferred to a family trust in a private exchange. He transferred 248,031 shares and other assets to the trust in exchange for other property and disclaimed any ownership interest in shares held by the trust, so those shares are no longer counted as his beneficial holdings.

What performance conditions apply to the new FCX performance share units mentioned?

Vesting depends on multi-year performance metrics. The filing notes a February 9, 2026 grant of performance share units whose vesting will be determined by Freeport-McMoRan’s average return on investment and relative total shareholder return over a three-year period ending December 31, 2028.