ADKERSON RICHARD C 4
4 · FREEPORT-MCMORAN INC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Freeport‑McMoRan (FCX) Chairman Richard Adkerson Sells Shares
What Happened
- Richard C. Adkerson, Chairman of the Board of Freeport‑McMoRan (FCX), reported a mix of awards and dispositions tied to equity vesting and open‑market sales. On Feb 9, 2026 he received 27,500 RSUs and 248,125 shares from vested PSUs (awards granted earlier). To cover tax withholding on the vesting, 95,165 shares were surrendered at $60.67 each (valued at $5,773,661). He sold 248,031 shares on Feb 10 at a weighted average of $62.80 (proceeds $15,575,107) and sold 152,960 shares on Feb 11 in two tranches (132,824 at $64.57 for $8,576,180 and 20,136 at $65.21 for $1,313,042). Open‑market sales totaled ~401,000 shares for ~$25.46M; including the ~95,165 shares withheld for taxes the total shares disposed were ~496,156 with an aggregate reported value of about $31.24M.
Key Details
- Transaction dates: Feb 9–11, 2026; Form 4 filed Feb 11, 2026 (timely within reporting window).
- Prices and values: tax withholding 95,165 @ $60.67 ($5.77M); Feb 10 sale 248,031 @ $62.80 ($15.58M); Feb 11 sales 132,824 @ $64.57 ($8.58M) and 20,136 @ $65.21 ($1.31M). Weighted‑average ranges reported for the Feb 11 tranches (F5: $64.17–$65.13; F6: $65.18–$65.33).
- Shares acquired: 27,500 RSUs (F1) and 248,125 PSUs vested (F2). Footnote F7 notes beneficial ownership includes 1,160,333 RSUs (1,000,000 vested but deferred).
- Other footnotes: F3 = shares withheld to cover taxes; F4 = references a private transfer to a family trust (disclaims ownership interest); F5/F6 = weighted‑average price detail and willingness to provide per‑price breakdown on request.
- Filing timeliness: Report filed Feb 11 covering Feb 9–11 transactions — not late under Form 4 rules.
Context
- This report combines routine equity vesting (awards and PSU vesting) with immediate dispositions. The tax withholding (F3) is a common, non‑market sale to satisfy tax obligations. The open‑market sales were executed across two days at varying prices (weighted averages provided); the filing shows the number of shares sold and proceeds but does not indicate motive. A new PSU grant was also made Feb 9 that will vest based on Freeport‑McMoRan’s multi‑year performance metrics through 2028 (will be reported if and when those units vest).
Insider Transaction Report
Form 4
ADKERSON RICHARD C
DirectorChairman of the Board
Transactions
- Award
Common Stock
[F1]2026-02-09+27,500→ 3,604,190 total - Award
Common Stock
[F2]2026-02-09+248,125→ 3,852,315 total - Tax Payment
Common Stock
[F3]2026-02-09$60.67/sh−95,165$5,773,661→ 3,757,150 total - Sale
Common Stock
[F4]2026-02-10$62.80/sh−248,031$15,575,107→ 3,509,119 total - Sale
Common Stock
[F5]2026-02-11$64.57/sh−132,824$8,576,180→ 3,376,295 total - Sale
Common Stock
[F6][F7]2026-02-11$65.21/sh−20,136$1,313,042→ 3,356,159 total
Holdings
- 192,330(indirect: By IRA)
Common Stock
- 1,643,102(indirect: Through GRATs)
Common Stock
Footnotes (7)
- [F1]Represents a grant of Common Stock Restricted Stock Units ("RSUs").
- [F2]Shares acquired through the vesting of performance share units ("PSUs") granted on February 7, 2023.
- [F3]Shares withheld to cover the taxes due upon the vesting of PSUs.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]Amount beneficially owned includes 1,160,333 RSUs, 1,000,000 of which are vested but deferred.
Signature
Kelly C. Simoneaux, on behalf of Richard C. Adkerson, pursuant to a power of attorney|2026-02-11