ADKERSON RICHARD C 4

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).