Freeport-McMoRan (FCX) 10-K risk factor changes: FY2025 vs FY2023

[removed: Forward-looking statements are all statements other than statements] [added: *our business, production, sales, results] of [removed: historical facts, such as] [added: operations and operating] plans, [removed: projections, or expectations relating to business outlook, strategy, goals or targets;] [added: and recoveries under insurance policies;] global market [removed: conditions;] [added: conditions, including trade policies;] ore grades and milling rates; production and sales volumes; [added: higher variability between PTFI production and sales;] unit net cash costs (credits) and operating costs; capital expenditures; operating [removed: plans (including] [added: plans, including] mine [removed: sequencing);] [added: sequencing;] cash flows; liquidity; [removed: PT Freeport Indonesia’s (PT-FI) commissioning, remediation, including expected costs, insurance recovery and timing, and full ramp-up of its new smelter and full production at the precious metals refinery (PMR);] potential extension of [removed: PT-FI’s] [added: PTFI’s] special mining business license (IUPK) beyond 2041; [removed: export licenses, export duties and export volumes, including PT-FI’s ability to continue exports of copper concentrate until full ramp-up is achieved at its new smelter in Indonesia;] timing of shipments of inventoried production; our [added: sustainability-related commitments and targets; our overarching] commitment to deliver responsibly produced copper and molybdenum, including plans to implement, validate and maintain validation of our operating sites under specific frameworks; [removed: execution of our energy and climate strategies and the underlying assumptions and estimated impacts on our business and stakeholders related thereto;] achievement of [added: our] 2030 climate targets and [added: our] 2050 net zero aspiration; improvements in operating procedures and technology innovations and applications; exploration efforts and results; development and production activities, rates and costs; future organic growth opportunities; tax rates; the impact of copper, gold and molybdenum price changes; the impact of deferred intercompany profits on earnings; mineral reserve and mineral resource estimates; final resolution of settlements associated with ongoing legal and environmental proceedings; debt repurchases; and the ongoing implementation of our financial policy and future returns to shareholders, including dividend payments (base or variable) and share repurchases.*

- Changes in [added: and interpretations of] tax laws and regulations.

- [removed: PT-FI’s] [added: PTFI’s] failure to meet its commitments to achieve the extension of its IUPK.

- Availability of [removed: significant quantities of] secure water supplies for our operations, including future expansions or development projects;

- Failure to successfully [removed: implement] [added: implement, advance] or develop and risks associated with new technologies; and

- Remediation of properties no longer in [removed: operation;][added: operation in the U.S.;]

- The physical impacts of [added: changing] climate [removed: change] [added: conditions] on our operations, workforce, communities, biodiversity and ecosystems, supply chains and customers;

- [removed: Increasing scrutiny,] [added: Scrutiny,] action and evolving expectations from stakeholders and other third parties with respect to our [removed: environmental, social and governance (ESG)] [added: sustainability-related] practices, performance, commitments and disclosures; and

- Impact of our holding company structure on our ability to service debt, declare [removed: cash] dividends, or repurchase shares and debt; and

[removed: Extended material declines in market prices of such commodities could have a material adverse effect on our financial results and the] value of our assets, may depress the price of our common stock, and may have a material adverse effect on our ability to comply with financial and other covenants in our debt agreements, service our debt and meet our other [added: obligations.]

For [removed: additional information] [added: further discussion] regarding recent macroeconomic and geopolitical factors, see the risk factor below regarding the price and availability of consumables and components we purchase and constraints on supply and logistics, and transportation services.

Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand [added: impacted by industry production] and inventory levels; global economic and political conditions (such as election results, level of economic growth, or recession and political or geopolitical tensions and conflicts); national and international regulatory, trade and/or tax policies, including tariffs and other controls [added: or restrictions] on imports and exports; commodities investment activity and speculation; interest rates; current inflation rates and expectations regarding future inflation rates; the strength of the U.S. dollar compared to foreign currencies; the price and availability of substitute products; and changes in technology.

For [removed: additional information] [added: further discussion] regarding the historical fluctuations of the prices of copper, gold and molybdenum, refer to “Markets” in MD&A.

Copper demand and prices also may be affected by industry production, [removed: substitution,] [added: substitution] and thrifting.

We believe long-term fundamentals for copper are favorable with growing demand supported by copper’s critical role in the global transition to renewable power, electric vehicles and other carbon-reduction initiatives, continued urbanization in developing countries, data [removed: center] [added: centers] and artificial intelligence (AI) developments and growing connectivity globally; however if these markets, industries and transitions do not develop as we expect, or develop more slowly than we expect, future demand and prices for copper may be negatively affected, impacting our business.

Copper demand and prices also may be affected by inadequate investment in and limited production from existing copper mining [removed: operations,] [added: operations (including due to limited or suspended operations),] and copper demand globally, including [removed: North America, Europe,] [added: the U.S., Europe] and Asian countries other than China.

Additional factors affecting gold prices may include purchases and sales of gold by governments and central banks, demand from China and [removed: India, two] [added: India (two] of the world’s largest consumers of [removed: gold,] [added: gold),] and global demand for jewelry containing gold.

Consumables and components for key machines and equipment we purchase are subject to price volatility caused by global economic factors that are beyond our control, including, but not limited to, supply chain disruptions, labor shortages, wage pressures, inflation and economic slowdown or recession, as well as fuel and energy costs (for example, the price of diesel), the impact of interruption by fire, [removed: power] [added: energy supply] shortages, industrial accidents, hostile acts, cybersecurity attacks, natural disasters or extreme weather events, major public health crises, geopolitical [removed: tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.]

Prices of consumables used in our [removed: operations, such] [added: operations (such] as natural gas, diesel, coal, other sources of energy, ammonium nitrate, chemical [removed: reagents (including] [added: reagents, including] sulfuric [removed: acid),] [added: acid,] and steel-related [removed: products,] [added: products), certain components, equipment, parts] and [removed: components impact] [added: other operating supplies and services can fluctuate in price, impacting] the costs of production at our operations and the costs of development projects.

[removed: Since 2022, we] [added: We] have experienced price volatility for certain consumables, [removed: including diesel fuel, ammonium nitrate and sulfuric acid, and certain components,] which has impacted our operating results, and we may experience volatility in the price and availability of other consumables in the future.

A supplier’s failure to supply consumables or components in a timely [added: or cost-effective] manner or to meet our [removed: quality, quantity, cost requirements or our technical] specifications, or our inability to obtain alternative sources [removed: of consumables or components] on a timely basis or on terms acceptable to us, could adversely affect our operations.

[removed: Further, delays] [added: Delays] and logistical constraints may occur as a result of weather-related [removed: impacts] [added: impacts, geopolitical tensions] or [added: conflicts (including trade policies such as tariffs and other controls on exports and imports), or] violence, civil and religious strife, and activism at or near our operations or those of our suppliers, as described in the related risk factor below.

Although we have been successful in servicing debt in the past, refinancing our bank facilities and issuing new debt securities in capital markets transactions at the parent and subsidiary levels, there can be no assurance that we can continue to do [removed: so.][added: so, including on favorable terms.]

For further [removed: information,] [added: discussion,] see the risk factors below relating to mine closure and reclamation regulations and the [removed: increasing] scrutiny and evolving expectations from stakeholders and other third parties, including creditors, with respect to our [removed: environmental and social] [added: sustainability-related] practices, performance and disclosures.

As of January 31, [removed: 2025,] [added: 2026,] our senior unsecured debt was rated “Baa2” with a stable outlook by Moody’s Investors Service, “BBB” with a stable outlook by Fitch Ratings, and “BBB-” with a stable outlook by Standard & Poor’s.

As of December 31, [removed: 2024,] [added: 2025,] our financial assurance obligations totaled [removed: $2.0] [added: $2.2] billion for closure and reclamation costs of U.S. mining sites.

Refer to Note 10 for [removed: additional information] [added: further discussion] regarding our financial assurance obligations and Items 1.

[removed: A substantial portion] [added: Approximately half] of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries.

“Business and Properties” for further discussion) has required changes [removed: and could require additional changes] to our closure and reclamation plans or modifications to previously completed reclamation actions.

[removed: Any modifications to] [added: In addition, changes in precipitation patterns and other physical conditions could result in changes in] our closure and reclamation plans [removed: that may be required] to address [removed: physical climate risks may increase our] [added: such conditions, as well as associated] financial assurance [removed: obligations] [added: obligations,] and may materially increase the actual costs associated with implementing [removed: closure and reclamation] [added: such plans] at any or all of our active or inactive mine sites or smelter sites.

[removed: “Legal Proceedings.”] We are also involved periodically in other reviews, inquiries, investigations and proceedings initiated by or involving government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

For example, we have been cooperating with and responding to a subpoena from the U.S. Securities and Exchange Commission (SEC) and an information request from the [added: U.S.] Department of Justice [added: (DOJ)] related to our public disclosures about the engineering design and construction of [removed: the new] [added: PTFI’s] smelter in Indonesia, which is also the subject matter in a separate whistleblower complaint from a former contractor that we are defending before the [added: U.S.] Department of Labor.

We cannot predict the outcome of these investigations, and the outcome of any legal proceeding is inherently uncertain and adverse developments or outcomes [removed: can] [added: could] result in significant monetary damages, penalties, other sanctions or injunctive relief against us, limitations on our property rights, or regulatory interpretations that increase our operating costs, some of which may not be covered by insurance.

Changes in [added: and interpretations of] tax laws and regulations could have a material adverse effect on our financial condition.

Uncertainties exist with respect to our tax liabilities, including those arising from changes in laws [added: and regulations and interpretations of such laws and regulations] in the jurisdictions in which we do business.

[removed: Additionally, we] [added: We also] are subject to regular review and audit by both domestic and foreign tax authorities.

Although we believe our tax estimates are reasonable, [added: including with respect to our use of NOLs,] the ultimate tax outcome may differ from the tax amounts recorded in our financial statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement occurs.

[removed: We] [added: Further, we] have significant net operating losses (NOLs) in the U.S. generated in prior [removed: years.][added: years, which we believe are available to offset future regular taxable income.]

In December 2021, the Organisation for Economic Co-operation and Development (OECD) published a framework for Pillar Two of the Global Anti-Base Erosion Rules, which was designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a [added: 15%] minimum level of income tax.

Recommendations from the OECD regarding [removed: a] [added: the 15%] global minimum income [removed: tax] [added: tax, the safe harbor provisions] and other changes are being considered and/or implemented in jurisdictions where we operate.

Forward-looking statements are all statements other than statements of historical facts, such as plans, projections or expectations relating to business outlook, strategy, goals or targets; repair and remediation efforts, and phased restart and ramp-up of production and downstream processing following the September 2025 mud rush incident at PT Freeport Indonesia’s (PTFI) Grasberg Block Cave underground mine and the anticipated impact on*

- Failure to achieve remediation activities, and the phased restart and ramp-up of the Grasberg Block Cave underground mine;

Extended material declines in market prices of such commodities could have a material adverse effect on our financial results and the

For further discussion, refer to “Markets” and “U.S. Tariffs” in MD&A.

tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.

At December 31, 2025, our total consolidated debt was $9.4 billion, with $1.3 billion coming due in 2027 (see Note 6) and our total consolidated cash and cash equivalents was $3.8 billion.

“Legal Proceedings.” For example, we are currently subject to a securities class action and a shareholder derivative lawsuit following the September 2025 mud rush incident.

However, changes in tax laws and regulations or interpretations of such laws and regulations may result in new limitations on our ability to benefit from our significant U.S. NOLs.

The provisions of the U.S. Inflation Reduction Act of 2022 (the Act), which became applicable to us on January 1, 2023, include, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted

financial statement income of certain corporations.

As discussed in Note 9, based on current guidance, we have determined that the provisions of the Act did not impact our financial results for the three years ended December 31, 2025, but the proposed and interim guidance released by the Internal Revenue Service relating to the calculation of the CAMT is not final and is subject to change.

Additionally, on July 4, 2025, the President signed into law H.R.1 (also referred to as the One Big Beautiful Bill Act), which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain provisions of the Tax Cuts & Jobs Act of 2017.

H.R.1 did not have a material impact on our consolidated financial results for the year 2025.

The aggregate impact of H.R.1, including how it will be interpreted and applied to us, remains uncertain.

In January 2026, the OECD published additional guidance on the framework, including safe harbor provisions that would minimize or eliminate application of the 15% global minimum income tax on domestic operations of U.S.-parent multinational companies.

The adoption and effective dates for such tax changes may vary by jurisdiction, could increase tax complexity and uncertainty, and may adversely affect our provision for income taxes.

However, additional changes to these tax laws and regulations, including as a result of new guidance and interpretations, may occur and such changes could adversely affect our tax liability.

Refer to Note 10 for a summary of such conditions and the risk factor below relating to potential extension.

With the completion of its downstream processing facilities, PTFI is a fully integrated producer of refined copper and gold.

Following the September 2025 mud rush incident, smelting operations in Indonesia at both PTFI’s smelter and PT Smelting were temporarily suspended during fourth-quarter 2025 as a result of limited copper concentrate availability.

PT Smelting restarted operations in late December 2025 and is expected to operate at reduced rates pending the anticipated second-quarter 2026 restart of mining at the Grasberg Block Cave underground mine.

Shipments to PTFI’s smelter are expected to recommence in the second half of 2026, pending the successful ramp up of mining operations.

We expect higher variability between PTFI’s production and sales until its downstream processing facilities achieve normalized operating rates.

Following the expiration of its export license on September 16, 2025, PTFI expects all of its concentrate to be processed by its downstream processing facilities and does not have export licenses for copper concentrate or anode slimes.

Effective March 1, 2025, the Indonesia government implemented a new regulation (March 2025 Regulation) for export proceeds that requires 100% of PTFI’s export proceeds to be deposited into Indonesia banks for 12 months.

The March 2025 Regulation allows the use of funds for ongoing business requirements, including dividends to shareholders, payment of taxes and other obligations to the Indonesia government, payment for materials or capital expenditures that are not available domestically and repayment of loans.

Refer to Note 10 for further discussion of the March 2025 Regulation.

With the completion of PTFI’s downstream processing facilities during 2025, FCX and PTFI have advanced discussions with the Indonesia government for a long-term extension of PTFI’s operating rights beyond the current expiration in 2041.

PTFI is preparing its application for a long-term extension expected to cover the life of the resource, which is expected to be submitted during 2026.

In connection with the extension, PTFI would pursue additional exploration, conduct studies for future additional development and expand its social programs.

FCX expects to maintain its ownership interest in PTFI of approximately 49% through 2041 and hold approximately 37% beginning in 2042, following the transfer of an additional interest in PTFI to an Indonesia state-owned enterprise.

FCX expects the existing governance agreements would continue over the life of the resource.

The mud removal and other remediation activities, and the phased restart and ramp-up of the Grasberg Block Cave underground mine following the September 2025 mud rush incident may not be achieved as planned which could adversely impact our results of operations and financial condition.

On September 8, 2025, PTFI experienced an unprecedented mud rush incident, during which approximately 800,000 metric tons of wet material entered the Grasberg Block Cave underground mine from the former Grasberg open pit and traveled rapidly to multiple levels of the mine, including a service level where seven team members were later found deceased.

Mining operations were temporarily suspended to prioritize the recovery of the seven team members fatally injured during the incident and to conduct investigations.

Following the September 2025 mud rush incident, PTFI has been engaged in activities to address the incident and advance preparation for a safe and sustainable restart of operations.

In late October 2025, PTFI restarted operations at the unaffected Deep Mill Level Zone (DMLZ) and Big Gossan underground mines.

Investigations and remedial plans were completed in fourth-quarter 2025 and a phased restart and ramp-up of the Grasberg Block Cave underground mine is anticipated to begin in second-quarter 2026.

The incident impacted our results for the second half of 2025, and we expect the incident to have a significant impact on our 2026 operating and financial results.

We plan to implement enhanced operating procedures to address the conditions that led to the incident and use information from this unprecedented incident to further enhance risk management processes, including ongoing management and stabilization of conditions in the open pit.

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obligations.

These prices fluctuate and can be volatile.

We also experienced increased costs for equipment, parts and other operating supplies and services.

We have also experienced longer lead times on delivery of certain consumables, including fuel, lubricants, ammonium nitrate and sulfuric acid.

While these delays did not significantly impact our results for the three years ended December 31, 2024, these delays may continue and could become material.

At December 31, 2024, our total consolidated debt was $8.9 billion (see MD&A and Note 6) and our total consolidated cash and cash equivalents was $3.9 billion ($4.7 billion including restricted cash and cash equivalents associated with PT-FI’s export proceeds required to be temporarily deposited in Indonesia banks as described in MD&A and Note 10).

In addition, climate change could lead to changes in the physical risks posed to our operations, which could result in changes in our closure and reclamation plans to address such risks.

Refer to Notes 1 and 10 for further discussion of our environmental obligations and AROs and see the risk factors below relating to the potential physical impacts of climate change and our related obligations as part of our commitment to implementing the Tailings Standard.

These NOLs are available to offset future regular taxable income, which we believe will result in minimal estimated regular income tax liability in the U.S. over the next several years at current metals market prices.

As discussed in MD&A and Note 9, the provisions of the U.S. Inflation Reduction Act of 2022 (the Act) became applicable to us on January 1, 2023.

The Act includes, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average annual AFSI exceeding $1.0 billion over a three-year period.

In September 2024, the Internal Revenue Service (IRS) issued proposed regulations that provide guidance on the application of CAMT, which are not final and subject to change.

Based on the proposed guidance

released by the IRS, we have determined that the provisions of the Act did not impact our financial results for the years 2024 or 2023.

An affiliate of MMC serves as operator of PT Smelting (see Note 2).

We have voluntarily

Refer to Note 10 for a summary of such conditions.

Application for extension may be submitted at any time up to one year prior to the expiration of PT-FI’s IUPK.

PT-FI expects to apply for an extension during 2025, pending agreement with MIND ID on a purchase and sale agreement for the transfer in 2041 of an additional 10% interest in PT-FI.

In October 2024, a fire occurred during commissioning of PT-FI’s new smelter in Eastern Java, Indonesia, requiring a temporary suspension of smelting operations to complete repairs.

Procurement of long-lead items is advanced, and repairs are scheduled to be completed by mid-2025.

Current regulations in Indonesia prohibit exports of copper concentrate as of January 1, 2025.

Pursuant to the terms of its IUPK regarding force majeure events, PT-FI has requested approval from the Indonesia government to permit the export of copper concentrates in 2025 until the required repairs of its new smelter following the October 2024 fire incident and full ramp-up are complete.

Based on discussions with the Indonesia government, PT-FI expects to re-commence exports of copper concentrate during first-quarter 2025, and pursuant to current regulations, would be required to pay a 7.5% export duty on all copper concentrate exports during 2025.

Beginning in 2022, the Indonesia government divided the Indonesia portion of the island of New Guinea from two provinces into a total of six provinces, which has resulted in public protest and civil unrest.

For further discussion of violence, civil and religious strife, and activism affecting our operations in Indonesia, see the related risk factor below.

Further, we cannot predict the impact of splitting provinces on local and regional regulations, permits and other governmental administrative functions, which could have an adverse impact on our business.

In 2024, Indonesia held national legislative elections, including the presidential election.

The Indonesia government is considering changes to this regulation, which could increase the amount and length of the requirement, but also allow withdrawals from the balances to fund business requirements.

PT-FI and the Indonesia government continue to engage in discussions regarding the extension of PT-FI’s IUPK beyond 2041.

While PT-FI expects to apply for an extension during 2025, pending agreement with MIND ID on a purchase and sale agreement for the transfer in 2041 of an additional 10% interest in PT-FI, we cannot predict whether the application will be successful in extending PT-FI’s IUPK beyond 2041.

In February 2023, PT-FI’s operations were temporarily disrupted because of significant rainfall and landslides, which restricted access to infrastructure near its milling operations.

Underground mining operations have unique risks that can be particularly dangerous, such as those associated with supporting the underground openings.

loss of infrastructure and services, disruption to essential supplies or delivery of our products, environmental damage and potential legal liabilities, any of which may adversely affect our reputation, business, prospects, results of operations and financial position.

As discussed above and in Note 10, a fire occurred in October 2024 during start-up activities at PT-FI’s new smelter, requiring a temporary suspension of smelting operations to complete repairs.

PT-FI expects repairs to be completed by mid-2025 and ramp-up to full capacity to be achieved by year-end 2025.

We maintain large leach pads and tailings impoundments containing viscous material.

to impact nearby communities or mining infrastructure.

In response to the health survey results, PT-FI and the LHA have agreed to collaborate on public health challenges moving forward.

Our operations in the western U.S. require [removed: significant] secure [removed: quantities of] water [added: supplies] for mining and ore processing activities, and related support facilities.

At our [removed: North America] [added: U.S.] operations, certain of our water supplies are supported by surface water rights, which give us the right to use public waters for a statutorily defined beneficial use at a designated location.

This Gila River adjudication primarily affects our Morenci, Safford (including Lone Star) and [removed: Sierrita mines.]

[added: Groundwater is treated differently from surface water under Arizona law,] which historically allowed landowners to pump unlimited quantities of subsurface water, subject only to the requirement of putting it to “reasonable use.” However, court decisions in the adjudication have concluded that some subsurface water constitutes “subflow” that is to be treated legally as surface water and is therefore subject to the Arizona doctrine of prior appropriation and to the adjudication, and potentially unavailable to groundwater pumpers, including us, in the absence of valid surface water claims.

Any re-characterization of [removed: groundwater] [added: subsurface water] as surface water [added: (rather than groundwater)] could affect the ability of consumers, farmers, ranchers, municipalities, and industrial users like us to continue to access water supplies that have been relied on for decades.

The principal parties, in addition to us, include: Arizona Public Service Company, ASARCO, LLC; BHP Copper, [removed: Inc;] [added: Inc.;] the state of Arizona; various cities and towns and water companies; the Gila Valley Irrigation District; the Franklin Irrigation District; the San Carlos Irrigation and Drainage District; the Salt River Project; the San Carlos Apache Tribe; the Gila River Indian Community; and the U.S. on behalf of those tribes, on its own behalf, and on behalf of the White Mountain Apache Tribe, the Fort McDowell Mohave-Apache Indian Community, the Salt River Pima-Maricopa Indian Community, and the Payson Community of Yavapai Apache Indians.

In 2005, [added: at] the [added: direction of the] Maricopa County Superior [removed: Court directed] [added: Court,] the Arizona Department of Water Resources [removed: (ADWR) to prepare] [added: (ADWR), prepared] detailed recommendations regarding the delineation of the “subflow” zone of the San Pedro River, a tributary of the Gila River.

Although [removed: we have minimal] [added: our] interests in the San Pedro River [removed: Basin, a] [added: Basin are limited, the] decision [removed: that re-characterizes] [added: to re-characterize] groundwater in that basin as appropriable subflow [removed: may] [added: could] set a precedent for other river systems in [removed: Arizona that could have material implications for many commercial, industrial, municipal and agricultural users of groundwater, including our Arizona operations.][added: Arizona.]

In 2014, ADWR submitted a proposal for the development of procedures for “cone of depression” analyses to determine whether a well located outside of [removed: the] [added: a] subflow zone creates a cone of depression that intersects the subflow zone.

Based on these cone of depression analyses, wells outside of [removed: the] [added: a] subflow zone could be subject to the adjudications pending in Arizona state courts.

In the absence of a valid surface water claim to support the pumping, owners of wells deemed to be depleting [removed: the] [added: a] subflow zone through [removed: their] [added: the applicable] cones of depression may be subject to claims that they must refrain from pumping subflow or must pay damages.

In November 2018, the Special Master for the Gila River adjudication issued a final decision rejecting ADWR’s recommended cone of depression test, adopting our position that a numeric [added: groundwater] model capable of accounting for complexities of the aquifer system should be used.

[removed: While] some of our adversaries objected to the Special Master’s final decision, in July 2022, the Arizona Superior Court issued a decision affirming the Special Master’s decision in all respects.

An issue litigated in the 2018 proceeding concerned [removed: whether] [added: whether,] for the subflow depletion [removed: test] [added: test,] the subflow zone should be represented in the numeric [added: groundwater] model as extending only as deep as the bottom of the floodplain alluvium or extend all the way down to bedrock.

No party has appealed that decision, and we expect the guidance from the Special Master’s order to be reflected in the [added: final] subflow depletion test.

In April 2021, the Special Master ruled that, for uses initiated after enactment of the 1919 permitting statute, a well owner may not pursue a surface water right for subsurface water [removed: now] unless the well owner filed an application for a permit to appropriate prior to initiating the water use.

Because there are numerous federal reservations in watersheds across Arizona, the reserved water right claims of the U.S. pose a significant risk to multiple [added: of our] operations, including Morenci and Safford (including Lone Star) in the Upper Gila River watershed, and Sierrita in the Santa Cruz watershed.

[removed: The court] adopted our proposed period of record for quantifying the stream, and therefore adopted our proposed streamflow, and rejected the U.S.’s claims for “streamflow augmentation” and claims to water from various point sources.

The fourth resolved decision was issued [removed: in,] [added: in] In re Fort [added: Huachuca, which involved the U.S.’s claims to water for an Arizona army base.]

Refer to Note 10 for discussion of other legal proceedings.

Sierrita mines.

Such a precedent could have significant implications for many commercial, industrial, municipal and agricultural users of groundwater, including for our Arizona operations.

While

As directed by the Special Master, a technical committee, comprised of the parties’ technical consultants and ADWR groundwater modelers, was formed in 2025 and in connection with the technical committee process, ADWR indicated to the Special Master that it aims to have the revised subflow depletion test by the end of 2026 with additional steps like calibration needed.

The court

The court issued its decision in September 2024 supportive of our position on almost all issues, resulting in an approximate 80% reduction of the total acre-feet per year claimed by the U.S. The U.S. declined to pursue an interlocutory appeal in all four resolved matters.

Refer to Note 10 for further discussion.

Groundwater is treated differently from surface water under Arizona law,

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The Special Master ordered ADWR to file an addendum to its report concerning various issues raised in the objections.

A status conference is scheduled for February 2025.

The U.S. declined to pursue an interlocutory appeal in either of the In re Aravaipa Canyon Wilderness Area or In re Redfield Canyon Wilderness Area cases.

We anticipate that a decree will be entered in 2025.

It is unknown whether the U.S. will pursue an interlocutory appeal.

Huachuca, which involved the U.S.’s claims to water for an Arizona army base.

Trial concluded in February 2017.

The court issued its decision in September 2024 supportive of our position on almost all issues and entered a decree in December 2024.

The result was an approximate 80% reduction of the total acre-feet per year claimed by the U.S. It is unknown whether the U.S. will pursue an interlocutory appeal.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act ☑ Yes ☐ No][added: Act.]

The aggregate market value of common stock held by non-affiliates of the registrant was [removed: $69.5] [added: $61.9] billion on June 30, [removed: 2024.][added: 2025.]

Common stock issued and outstanding was [removed: 1,437,073,006] [added: 1,437,201,606] shares on January 31, [removed: 2025.][added: 2026.]

| Portions of the registrant’s proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders are incorporated by reference into Part III of this report. | | |

| [Items 1. and 2. Business and [removed: Properties](#i57dc51062981461e921e559a09f6ecf2_13)] [added: Properties](#ifc3f5256381e4647a738ec49c4c4590f_13)] | | | [removed: [1](#i57dc51062981461e921e559a09f6ecf2_13)] [added: [1](#ifc3f5256381e4647a738ec49c4c4590f_13)] | | |

| [Item 1A. Risk [removed: Factors](#i57dc51062981461e921e559a09f6ecf2_85)] [added: Factors](#ifc3f5256381e4647a738ec49c4c4590f_85)] | | | [removed: [47](#i57dc51062981461e921e559a09f6ecf2_85)] [added: [48](#ifc3f5256381e4647a738ec49c4c4590f_85)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i57dc51062981461e921e559a09f6ecf2_88)] [added: Comments](#ifc3f5256381e4647a738ec49c4c4590f_88)] | | | [removed: [71](#i57dc51062981461e921e559a09f6ecf2_88)] [added: [74](#ifc3f5256381e4647a738ec49c4c4590f_88)] | | |

| [Item 1C. [removed: Cybersecurity](#i57dc51062981461e921e559a09f6ecf2_91)] [added: Cybersecurity](#ifc3f5256381e4647a738ec49c4c4590f_91)] | | | [removed: [72](#i57dc51062981461e921e559a09f6ecf2_91)] [added: [75](#ifc3f5256381e4647a738ec49c4c4590f_91)] | | |

| [Item 3. Legal [removed: Proceedings](#i57dc51062981461e921e559a09f6ecf2_94)] [added: Proceedings](#ifc3f5256381e4647a738ec49c4c4590f_94)] | | | [removed: [73](#i57dc51062981461e921e559a09f6ecf2_94)] [added: [76](#ifc3f5256381e4647a738ec49c4c4590f_94)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i57dc51062981461e921e559a09f6ecf2_97)] [added: Disclosures](#ifc3f5256381e4647a738ec49c4c4590f_97)] | | | [removed: [76](#i57dc51062981461e921e559a09f6ecf2_97)] [added: [79](#ifc3f5256381e4647a738ec49c4c4590f_97)] | | |

| [Information About Our Executive [removed: Officers](#i57dc51062981461e921e559a09f6ecf2_97)] [added: Officers](#ifc3f5256381e4647a738ec49c4c4590f_97)] | | | [removed: [76](#i57dc51062981461e921e559a09f6ecf2_97)] [added: [79](#ifc3f5256381e4647a738ec49c4c4590f_97)] | | |

| [Part [removed: II](#i57dc51062981461e921e559a09f6ecf2_100)] [added: II](#ifc3f5256381e4647a738ec49c4c4590f_100)] | | | [removed: [78](#i57dc51062981461e921e559a09f6ecf2_100)] [added: [81](#ifc3f5256381e4647a738ec49c4c4590f_100)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i57dc51062981461e921e559a09f6ecf2_103)] [added: Matters](#ifc3f5256381e4647a738ec49c4c4590f_103)] | | | | | |

| [and Issuer Purchases of Equity [removed: Securities](#i57dc51062981461e921e559a09f6ecf2_103)] [added: Securities](#ifc3f5256381e4647a738ec49c4c4590f_103)] | | | [removed: [78](#i57dc51062981461e921e559a09f6ecf2_103)] [added: [81](#ifc3f5256381e4647a738ec49c4c4590f_103)] | | |

| Item 6. Reserved | | | [removed: [78](#i57dc51062981461e921e559a09f6ecf2_106)] [added: [81](#ifc3f5256381e4647a738ec49c4c4590f_106)] | | |

| [Items 7. and 7A. Management’s Discussion and Analysis of Financial Condition and [removed: Results](#i57dc51062981461e921e559a09f6ecf2_109)] [added: Results](#ifc3f5256381e4647a738ec49c4c4590f_109)] | | | | | |

| [of Operations and Quantitative and Qualitative Disclosures about Market [removed: Risk](#i57dc51062981461e921e559a09f6ecf2_109)] [added: Risk](#ifc3f5256381e4647a738ec49c4c4590f_109)] | | | [removed: [79](#i57dc51062981461e921e559a09f6ecf2_109)] [added: [82](#ifc3f5256381e4647a738ec49c4c4590f_109)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i57dc51062981461e921e559a09f6ecf2_169)] [added: Data](#ifc3f5256381e4647a738ec49c4c4590f_169)] | | | [removed: [117](#i57dc51062981461e921e559a09f6ecf2_169)] [added: [123](#ifc3f5256381e4647a738ec49c4c4590f_169)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i57dc51062981461e921e559a09f6ecf2_277)] [added: Disclosure](#ifc3f5256381e4647a738ec49c4c4590f_271)] | | | [removed: [176](#i57dc51062981461e921e559a09f6ecf2_277)] [added: [178](#ifc3f5256381e4647a738ec49c4c4590f_271)] | | |

| [Item 9A. Controls and [removed: Procedures](#i57dc51062981461e921e559a09f6ecf2_280)] [added: Procedures](#ifc3f5256381e4647a738ec49c4c4590f_274)] | | | [removed: [176](#i57dc51062981461e921e559a09f6ecf2_280)] [added: [178](#ifc3f5256381e4647a738ec49c4c4590f_274)] | | |

| [Item 9B. Other [removed: Information](#i57dc51062981461e921e559a09f6ecf2_283)] [added: Information](#ifc3f5256381e4647a738ec49c4c4590f_277)] | | | [removed: [176](#i57dc51062981461e921e559a09f6ecf2_283)] [added: [178](#ifc3f5256381e4647a738ec49c4c4590f_277)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i57dc51062981461e921e559a09f6ecf2_286)] [added: Inspections](#ifc3f5256381e4647a738ec49c4c4590f_280)] | | | [removed: [177](#i57dc51062981461e921e559a09f6ecf2_286)] [added: [178](#ifc3f5256381e4647a738ec49c4c4590f_280)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i57dc51062981461e921e559a09f6ecf2_292)] [added: Governance](#ifc3f5256381e4647a738ec49c4c4590f_286)] | | | [removed: [177](#i57dc51062981461e921e559a09f6ecf2_292)] [added: [179](#ifc3f5256381e4647a738ec49c4c4590f_286)] | | |

| [Item 11. Executive [removed: Compensation](#i57dc51062981461e921e559a09f6ecf2_295)] [added: Compensation](#ifc3f5256381e4647a738ec49c4c4590f_289)] | | | [removed: [177](#i57dc51062981461e921e559a09f6ecf2_295)] [added: [179](#ifc3f5256381e4647a738ec49c4c4590f_289)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management [removed: and](#i57dc51062981461e921e559a09f6ecf2_298)] [added: and](#ifc3f5256381e4647a738ec49c4c4590f_292)] | | | | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i57dc51062981461e921e559a09f6ecf2_301)] [added: Independence](#ifc3f5256381e4647a738ec49c4c4590f_295)] | | | [removed: [178](#i57dc51062981461e921e559a09f6ecf2_301)] [added: [180](#ifc3f5256381e4647a738ec49c4c4590f_295)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i57dc51062981461e921e559a09f6ecf2_304)] [added: Services](#ifc3f5256381e4647a738ec49c4c4590f_298)] | | | [removed: [178](#i57dc51062981461e921e559a09f6ecf2_304)] [added: [180](#ifc3f5256381e4647a738ec49c4c4590f_298)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i57dc51062981461e921e559a09f6ecf2_310)] [added: Schedules](#ifc3f5256381e4647a738ec49c4c4590f_304)] | | | [removed: [178](#i57dc51062981461e921e559a09f6ecf2_310)] [added: [180](#ifc3f5256381e4647a738ec49c4c4590f_304)] | | |

| [Item 16. Form 10-K [removed: Summary](#i57dc51062981461e921e559a09f6ecf2_313)] [added: Summary](#ifc3f5256381e4647a738ec49c4c4590f_310)] | | | [removed: [184](#i57dc51062981461e921e559a09f6ecf2_313)] [added: [186](#ifc3f5256381e4647a738ec49c4c4590f_310)] | | |

Our portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits; and significant operations in [removed: North America] [added: the U.S.] and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru.

[removed: We are progressing initiatives across] [added: Across] our [removed: North America] [added: U.S.] and South America [removed: operations by] [added: operations, we are] incorporating new applications, technologies and data analytics [removed: to] [added: into] our leaching processes.

For the year [removed: 2024,] [added: 2025,] the London Metal Exchange (LME) copper settlement prices averaged [removed: $4.15] [added: $4.51] per pound (ranging from a low of [removed: $3.67] [added: $3.87] per pound to a high of [removed: $4.92] [added: $5.68] per pound) and closed at [removed: $3.95] [added: $5.67] per pound on December 31, [removed: 2024.][added: 2025, and Commodity Exchange Inc. (COMEX) copper settlement prices averaged $4.82 per pound (ranging from a low of $3.99 per pound to a high of $5.80 per pound) and closed at $5.63 per pound on December 31, 2025.]

We believe fundamentals for copper are favorable with growing demand supported by copper’s critical role in [removed: the global transition to renewable power, electric vehicles and other carbon-reduction] [added: electrification] initiatives, continued urbanization in developing countries, data centers and artificial intelligence [removed: developments] [added: (AI) growth, increased defense spending] and growing connectivity globally.

Following are our ownership interests at December 31, [removed: 2024,] [added: 2025,] in operating mines through our consolidated subsidiaries, Freeport Minerals Corporation (FMC) and [removed: PT-FI:][added: PTFI:]

[removed: ][added: ]

a.Refer to Note 2 for discussion of our conclusion to consolidate [removed: PT-FI.][added: PTFI.]

Following is the allocation of our estimated consolidated recoverable proven and probable mineral reserves at December 31, [removed: 2024,] [added: 2025,] by geographic location (refer to “Operations” and “Mineral Reserves” for further discussion):

| South America | | | [removed: 29] [added: 40] | | | | | | — | | | | | | [removed: 21] [added: 26] | | | | | |

| 4340 E. Cotton Center Blvd., Suite 110 | | | | | | | | | | | | | | | | | | | | |

| Phoenix | | | | | | Arizona | | | | | | | | | | | | 85040-8852 | | |

☑ Yes ☐ No

| [Part I](#ifc3f5256381e4647a738ec49c4c4590f_10) | | | [1](#ifc3f5256381e4647a738ec49c4c4590f_10) | | |

| [Part III](#ifc3f5256381e4647a738ec49c4c4590f_283) | | | [179](#ifc3f5256381e4647a738ec49c4c4590f_283) | | |

| [Related Stockholder Matters](#ifc3f5256381e4647a738ec49c4c4590f_292) | | | [179](#ifc3f5256381e4647a738ec49c4c4590f_292) | | |

| [Part IV](#ifc3f5256381e4647a738ec49c4c4590f_301) | | | [180](#ifc3f5256381e4647a738ec49c4c4590f_301) | | |

| [Glossary of Terms](#ifc3f5256381e4647a738ec49c4c4590f_313) | | | [187](#ifc3f5256381e4647a738ec49c4c4590f_313) | | |

| [Signatures](#ifc3f5256381e4647a738ec49c4c4590f_316) | | | [S-1](#ifc3f5256381e4647a738ec49c4c4590f_316) | | |

We believe that we are well positioned for the future as a leading producer of copper with significant copper reserves and resources and a high-quality portfolio of growth projects to provide additional supplies of copper to a growing market.

Our experienced team is committed to value creation through solid execution of our plans, operational excellence and advancing opportunities for long-term organic growth.

We continue to evaluate and advance potential expansion opportunities at certain of our copper mines in the U.S. and South America.

In late 2025, we achieved an annual run rate of approximately 240 million pounds of copper.

We are targeting annual production of 300 million pounds of copper in 2026 from these initiatives and believe there is potential for further significant increases in recoverable metal beyond the current annual target.

Refer to “Operations – United States,” “Operations – South America” and MD&A for further discussion.

Our 2025 operations and results were impacted by the September 2025 mud rush incident at the Grasberg minerals district in Central Papua, Indonesia.

In late October 2025, PT Freeport Indonesia (PTFI) restarted operations at the unaffected Deep Mill Level Zone (DMLZ) and Big Gossan underground mines.

During fourth-quarter 2025, investigations and remedial plans were completed and a phased restart and ramp-up of the Grasberg Block Cave underground mine is anticipated to begin in second-quarter 2026.

Refer to “Operations – Indonesia” and MD&A for further discussion.

| U.S. | | | 38 | | % | | | | 3 | | % | | | | 74 | | % | a | | |

We also operate a copper smelter and rod mill in Miami, Arizona, and a copper refinery and rod mill in El Paso, Texas.

With the completion of PTFI’s smelter and precious metals refinery (PMR) (collectively, PTFI’s downstream processing facilities) in Gresik, Indonesia, during 2025, PTFI is a fully integrated producer of refined copper and gold.

| U.S. | | | 39 | | % | | | | 2 | | % | | | | 77 | | % | a | | |

Copper priced on the LME and COMEX exchanges have historically traded in a narrow range without significant differential.

Following U.S. trade policy announcements in 2025, including proposed tariff announcements, the two benchmark prices traded at wider differentials than historical averages.

For the year 2025, the average COMEX copper settlement price was 7% higher than the average LME copper settlement price.

To date in 2026 (through February 12, 2026), the two benchmark prices have been similar.

Copper sales from our South America and Indonesia operations are generally based on quoted LME monthly average copper settlement prices, and copper

sales from our U.S. copper mines are generally based on prevailing COMEX monthly average copper settlement prices.

A portion of the copper concentrate produced at Cerro Verde is shipped to Atlantic Copper for further processing.

With the completion of PTFI’s downstream processing facilities during 2025, all of Grasberg’s copper concentrate is processed within Indonesia.

Copper cathode is also produced at PTFI’s smelter and PT Smelting in Indonesia, and at Atlantic Copper.

Rod production from these facilities approximated one billion pounds of copper for each of the last three years.

*U.S*.

With the completion of its downstream processing facilities during 2025, PTFI is a fully integrated producer of refined copper and gold, and its copper production is sold in the form of copper cathode under long-term contracts (generally Indonesia contracts are rupiah denominated and export contracts are U.S.-dollar denominated).

Substantially all of PTFI’s copper cathode sales contracts provide final copper pricing in a specified month (generally within one to two months of the shipment date) primarily based on quoted LME monthly average settlement copper prices.

Prior to the expiration of its export license on September 16, 2025, PTFI’s copper copper concentrate revenues were also recorded net of treatment charges and export duties.

“Risk Factors,” “Operations – Indonesia” in MD&A and Notes 10 and 11 for a discussion of Indonesia matters and PTFI’s special mining business license (IUPK).

With the completion of its downstream processing facilities during 2025, PTFI sells gold bars produced by the PMR primarily priced at the London PM gold price near the date of shipment, net of royalties.

The timing and amounts of estimated payments could change

| 333 North Central Avenue | | | | | | | | | | | | | | | | | | | | |

| Phoenix | | | | | | Arizona | | | | | | | | | | | | 85004-2189 | | |

| [Part I](#i57dc51062981461e921e559a09f6ecf2_10) | | | [1](#i57dc51062981461e921e559a09f6ecf2_10) | | |

| [Part III](#i57dc51062981461e921e559a09f6ecf2_289) | | | [177](#i57dc51062981461e921e559a09f6ecf2_289) | | |

| [Related Stockholder Matters](#i57dc51062981461e921e559a09f6ecf2_298) | | | [177](#i57dc51062981461e921e559a09f6ecf2_298) | | |

| [Part IV](#i57dc51062981461e921e559a09f6ecf2_307) | | | [178](#i57dc51062981461e921e559a09f6ecf2_307) | | |

| [Glossary of Terms](#i57dc51062981461e921e559a09f6ecf2_316) | | | [184](#i57dc51062981461e921e559a09f6ecf2_316) | | |

| [Signatures](#i57dc51062981461e921e559a09f6ecf2_319) | | | [S-1](#i57dc51062981461e921e559a09f6ecf2_319) | | |

Our results for 2024 reflect solid execution of our operating plans and we are committed to enhancing productivity, managing costs and capital and advancing opportunities for long-term profitable growth and value creation.

We believe the actions we have taken in recent years to strengthen our balance sheet and maintain flexible organic growth options will allow us to continue to execute our business plans, and reliably and responsibly generate cash flows to pursue value-enhancing organic growth options and return cash to shareholders.

We believe that we have a high-quality portfolio of long-lived copper assets positioned to generate long-term value, and we remain focused on executing our operating and investment plans.

Our underground mining operations at the Grasberg minerals district in Indonesia continue to perform well, with copper production increasing in each of the past three years.

During 2024, construction of PT Freeport Indonesia’s (PT-FI) new smelter and precious metals refinery (PMR) (collectively, PT-FI’s new downstream processing facilities) in Eastern Java, Indonesia were completed and as part of start-up activities, PT-FI commenced gold production from the PMR in December 2024.

In October 2024, during start-up activities of the new smelter, a fire occurred requiring a temporary suspension of smelting operations to complete repairs.

PT-FI expects repairs to be completed by mid-2025 and ramp-up to full capacity to be achieved by year-end 2025.

Incremental copper production from these initiatives totaled 214 million pounds in 2024, compared with a total of 144 million pounds in 2023.

We have projects underway to apply recent operational enhancements to our leaching processes on a larger scale and are testing new innovative technology applications that we believe have the potential for significant increases in recoverable metal from leach stockpiles beyond the current run rate.

We believe we benefit from significant copper reserves and resources with embedded growth options, an experienced team and exposure to markets with a favorable fundamental outlook.

c.FMC’s interest in Cerro Verde is 55.08%, and prior to September 2024 was 53.56%.

| North America | | | 43 | | % | | | | 3 | | % | | | | 79 | | % | a | | |

We also operate a copper smelter in Miami, Arizona.

| North America | | | 29 | | % | | | | 1 | | % | | | | 75 | | % | a | | |

power, electric vehicles and other carbon-reduction initiatives, continued urbanization in developing countries, data centers and artificial intelligence developments and growing connectivity globally.

Beginning January 1, 2023, PT-FI’s commercial arrangement with PT Smelting changed to a tolling arrangement so there were no further sales from PT-FI to PT Smelting (refer to Note 2 for further discussion) during 2023 and 2024.

Once PT-FI’s new smelter is fully operational, all of Grasberg’s copper concentrate is expected to be processed within Indonesia.

Copper cathode is also produced at Atlantic Copper (our wholly owned copper smelting and refining unit in Spain) and PT Smelting.

weighs between 700 and 900 pounds and has an average copper content of 99.5%.

We operate a copper smelter in Miami, Arizona that produces copper anode.

*North America*.

PT-FI sells a small amount of copper concentrate in the spot market.

Following the full ramp-up of PT-FI’s new downstream processing facilities, PT-FI’s mining and smelting operations will be fully integrated and copper sales will be in the form of copper cathodes.

Beginning in 2023, PT-FI’s commercial arrangement with PT Smelting changed to a tolling arrangement so there were no further sales from PT-FI to PT Smelting during 2023 and 2024.

PT-FI’s sale of copper cathodes under the tolling arrangement are priced in the month of shipment and are not subject to provisional pricing.

“Risk Factors,” “Operations – Indonesia” in MD&A and Notes 10 and 11 for a discussion of Indonesia regulatory matters, including those related to export licenses, export duties and export proceeds.

Revenues from gold sold as a component of our copper concentrate are recorded net of treatment charges, royalties, export duties and allowances for unrecoverable metals.

Revenues from gold sold in anode slimes are recorded net of royalties and refining charges.

As part of start-up activities, PT-FI commenced gold production from its new PMR in December 2024.

We began selling gold bars produced by the PMR in February 2025 and the related revenues are recorded net of royalties.

Further, there has been consideration of reforms to federal mining laws, including enhancement of laws, regulations and policies governing financial assurance, which if ever enacted, may be applicable to us.

We are evaluating processes and equipment modifications and the costs involved, which could be significant in connection with the revised rule requirements.

[Table](#i57dc51062981461e921e559a09f6ecf2_7) [of Contents](#i57dc51062981461e921e559a09f6ecf2_7)

The underlying controls of our cyber risk management program are based on recognized best practices and [added: industry] standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework.

Our approach to cybersecurity incorporates a layered portfolio of technology controls, including strategic partnerships for our cybersecurity platforms, documented policies and procedures, periodic end user training, including [added: annual] cybersecurity awareness training for employees and certain contractors, [added: periodic training for specialized roles, quarterly phishing tests] and dedicated resources to manage and monitor the evolving threat landscape, including through the gathering of actionable threat intelligence.

“Risk Factors” for further [removed: information] [added: discussion] on the risks we face from cybersecurity threats.

Our Senior Vice President and Chief Innovation Officer, who has served in various senior leadership roles in operational improvement and technology during his [removed: nearly] [added: over] 30-year tenure with us, leads our innovation and technology initiatives, corporate information systems and financial shared services.

Our cybersecurity risk management and strategy processes [removed: described in “Risk Management and Strategy” above] are led by our Chief Information Officer (CIO) and our Chief Information Security Officer (CISO).

[removed: Our CISO is responsible for protecting our global technology systems from] cybersecurity incidents, which includes overseeing the deployment of cybersecurity controls, managing a team of cybersecurity professionals and reporting on cybersecurity matters to management and the Audit Committee of our [removed: Board.][added: Board of Directors (Board).]

Our CISO has [added: over] 30 years of experience in the technology and [added: cybersecurity industries, including 12 years serving as CISO for public companies.]

Our ERM management committee is responsible for providing input and oversight [removed: on] [added: of] our ERM program, including cybersecurity risks.

An annual report on our enterprise risks, including cybersecurity risks, is presented to the Audit Committee [removed: and/or] [added: and] the [added: Audit Committee briefs the] full [removed: Board of Directors (Board).][added: Board.]

The Audit Committee also periodically receives reports on notable cybersecurity incidents and [added: trends and] briefs the full Board on these matters.

We have experienced targeted and non-targeted cybersecurity incidents in the past.

However, as of February 13, 2026, we have not experienced a cybersecurity threat, including prior cybersecurity incidents, that has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

In addition, we have not been materially affected by any cybersecurity incidents experienced by our third-party service providers.

Our CISO is responsible for protecting our global technology systems from

We have experienced targeted and non-targeted cybersecurity incidents in the past, including an incident in August 2023 that affected certain of our information systems and resulted in temporary disruptions to parts of our operations.

However, prior cybersecurity incidents, including the August 2023 incident, have not materially affected us.

[Table](#i57dc51062981461e921e559a09f6ecf2_7) [of Contents](#i57dc51062981461e921e559a09f6ecf2_7)

cybersecurity industries, including 15 years serving as CISO for public companies.

We believe health and safety considerations are integral to, and fundamental for, all other functions in our organization, and we understand [removed: that] the health and safety of our workforce is critical to our operational efficiency and long-term success.

The goal of our FRM program is to achieve zero workplace fatalities by [added: strengthening preventive measures and] raising awareness to fatal risks and the measures necessary to mitigate them.

Certain information as of February [removed: 14, 2025,] [added: 13, 2026,] about our executive officers is set forth in the following table and accompanying text:

| Kathleen L. Quirk | | | | | | [removed: 61] [added: 62] | | | | | | President and Chief Executive Officer | | |

| Maree E. Robertson | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Richard C. Adkerson | | | | | | [removed: 78] [added: 79] | | | | | | Chairman of the Board of Directors | | |

| Stephen T. Higgins | | | | | | [removed: 67] [added: 68] | | | | | | Executive Vice President and Chief Administrative Officer | | |

| Douglas N. Currault II | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President and General Counsel | | |

We also work to promote safety with our suppliers and in the communities where we operate.

Our global safety strategy across all levels of the organization is captured in our Fatal Risk Management (FRM) program.

Foundational to our Safe Production Matters strategy is our Fatal Risk Management (FRM) program.

[Table](#i57dc51062981461e921e559a09f6ecf2_7) [of Contents](#i57dc51062981461e921e559a09f6ecf2_7)

There were no unregistered sales of equity securities during the quarter ended December 31, [removed: 2024.][added: 2025.]

Our common stock is traded on the New York Stock Exchange under the symbol “FCX.” At January 31, [removed: 2025,] [added: 2026,] there were [removed: 9,109] [added: 8,601] holders of record of our common stock.

The combined annual rate of the base dividend and the variable dividend totaled $0.60 per share in [removed: 2024] [added: both 2025] and [removed: 2023.][added: 2024.]

[removed: In] [added: On] December [removed: 2024,] [added: 17, 2025,] our Board declared cash dividends totaling $0.15 per share on our common stock (including a $0.075 per share quarterly base cash dividend and a $0.075 per share [added: quarterly] variable, performance-based cash dividend), which [removed: was] [added: were] paid on February [removed: 3, 2025,] [added: 2, 2026,] to shareholders of record as of January 15, [removed: 2025.][added: 2026.]

Based on current market conditions, the base and variable dividends on our common stock are anticipated to total $0.60 per share for [removed: 2025] [added: 2026] (including the dividends paid on February [removed: 3, 2025),] [added: 2, 2026),] comprised of a $0.30 per share base dividend and $0.30 per share variable dividend.

The declaration and payment of dividends (base or variable) is at the discretion of our Board and [removed: will depend upon] [added: is subject to a number of factors, including not exceeding] our [added: net debt target, capital availability,] financial results, cash requirements, global economic [removed: conditions] [added: conditions, changes in laws, contractual restrictions] and other factors deemed relevant by our Board.

The following table sets forth information with respect to shares of FCX common stock purchased by us during the quarter ended December 31, [removed: 2024,] [added: 2025,] and the approximate dollar value of shares that may yet be purchased pursuant to our share repurchase program:

| Total | | | | | | — | | | | | | [removed: $ |] — | | | | | [added: |] — | | | | | | | | |

a.On November 1, 2021, our Board approved a share repurchase program authorizing repurchases of up to $3.0 billion of our common [removed: stock.][added: stock, and on July 19, 2022, our Board authorized an increase in the share repurchase program up to $5.0 billion.]

| October 1-31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,998,744,414 | |

| November 1-30, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,998,744,414 | | |

| December 1-31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,998,744,414 | | |

| October 1-31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,105,744,136 | |

| November 1-30, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,105,744,136 | |

| December 1-31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,105,744,136 | |

On July 19, 2022, our Board authorized an increase in the share repurchase program up to $5.0 billion.

*This section of our Form 10-K discusses the results of operations for the years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and comparisons between these years.

Discussion of the results of operations for the year [removed: 2022] [added: 2023] and comparisons between the years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are not included in this Form 10-K and can be found in Items 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk” contained in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.*][added: 2024.*]

Our portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits; and significant operations in [removed: North America] [added: the United States (U.S.)] and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru.

In October 2024, during start-up [removed: activities of the new smelter,] [added: activities,] a fire occurred [removed: requiring a] [added: that required] temporary suspension of smelting operations to complete repairs.

[removed: We are progressing initiatives across] [added: Across] our [removed: North America] [added: U.S.] and South America [removed: operations by] [added: operations, we are] incorporating new applications, technologies and data analytics [removed: to] [added: into] our leaching processes.

Incremental copper production from these initiatives totaled 214 million pounds in [removed: 2024, compared with a total of 144 million pounds in 2023.][added: both 2025 and 2024.]

[added: |] Net income attributable to common stock [removed: totaled $1.9 billion in 2024 and $1.8 billion in 2023.][added: | | | $ | 21 | | | | | $ | 9 | | | | | | | |]

Refer to “Consolidated Results” for discussion of items impacting our consolidated results for the [removed: two] years ended December 31, [added: 2025 and] 2024.

[removed: Net] [added: At December 31, 2025, our net] debt totaled [removed: $1.06] [added: $2.3] billion, [removed: excluding] [added: which excludes] $3.2 billion of debt for [removed: PT-FI’s new] [added: PTFI’s] downstream processing facilities.

Refer to “Net Debt” for reconciliations of consolidated debt, [added: and] consolidated cash and cash equivalents [removed: and current restricted cash associated with PT-FI's export proceeds] to net debt.

At December 31, [removed: 2024,] [added: 2025,] we had $3.0 billion of availability under our revolving credit facility, and [removed: PT-FI] [added: PTFI] and Cerro Verde had $1.5 billion and $350 million, respectively, of availability under their revolving credit facilities.

At December 31, [removed: 2024,] [added: 2025,] our estimated consolidated recoverable proven and probable mineral reserves totaled [removed: 97.0] [added: 112.3] billion pounds of copper, [removed: 23.0] [added: 20.6] million ounces of gold and [removed: 3.16] [added: 3.5] billion pounds of molybdenum.

Refer to Note 15 [removed: and “Critical Accounting Estimates – Mineral Reserves”] for further discussion.

During [removed: 2024,] [added: 2025,] production from our mines totaled [removed: 4.2] [added: 3.4] billion pounds of copper, [removed: 1.9] [added: 1.0] million ounces of gold and [removed: 80] [added: 92] million pounds of molybdenum.

Following is the allocation of our consolidated copper, gold and molybdenum production in [removed: 2024] [added: 2025] by geographic location:

| South America | | | [removed: 28] [added: 31] | | | | | | — | | | | | | [removed: 25] [added: 23] | | | | | |

| Indonesia | | | [removed: 43] [added: 30] | | | | | | [removed: 99] [added: 98] | | | | | | — | | | | | |

a.Our [removed: North America] [added: U.S.] copper mines produced [removed: 38%] [added: 37%] of consolidated molybdenum production, and our Henderson and Climax molybdenum mines produced [removed: 37%.][added: 40%.]

Copper production from three of our mines (the Morenci mine in [removed: North America,] the [added: U.S., the] Cerro Verde mine in Peru and the Grasberg minerals district in Indonesia) together totaled [removed: 77%] [added: 70%] of our consolidated copper production in [removed: 2024.][added: 2025.]

Our financial results vary as a result of fluctuations in [added: metals] market prices primarily for copper, gold and, to a lesser extent, molybdenum, as well as other factors.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] for further discussion.

Following are our projected consolidated sales volumes for [removed: 2025 and actual consolidated sales volumes for 2024:][added: the year 2026:]

| Gold (thousands of recoverable ounces) | | | [removed: 1,625] [added: 800] | | | | | | [removed: 1,837] | | | | | |

| Molybdenum (millions of recoverable pounds) | | | [removed: 88] [added: 90] | | | a | | | [removed: 78] | | | | | |

a.Includes [removed: 53] [added: 56] million pounds [removed: from] [added: produced by] our [removed: North America and South America] [added: U.S.] copper mines and [removed: 35] [added: Cerro Verde mine and 34] million pounds [removed: from] [added: produced by] our [removed: Molybdenum] [added: primary molybdenum] mines.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, [removed: 2024.][added: 2025.]

Consolidated unit net cash costs (net of by-product [removed: credits)] [added: credits and excluding idle facility costs and restoration expenses associated with the September 2025 mud rush incident at PTFI)] for our copper mines are expected to average [removed: $1.60] [added: $1.75] per pound of copper for the year [removed: 2025,] [added: 2026,] based on achievement of current sales volume estimates [removed: (including estimates for copper concentrate exports from Indonesia)] and cost estimates and assuming average prices of [removed: $2,700] [added: $4,000] per ounce of gold and $20.00 per pound of molybdenum for the year [removed: 2025.][added: 2026.]

Quarterly unit net cash costs vary with fluctuations in sales [removed: volumes, including the ratio of copper and gold sales within a period,] [added: volumes by region] and realized prices, primarily for gold and [removed: molybdenum.][added: molybdenum, and are expected to improve throughout 2026 as PTFI’s operations and smelting activities are restarted.]

The impact of price changes on consolidated unit net cash costs for the year [removed: 2025] [added: 2026] would approximate [removed: $0.04] [added: $0.03] per pound of copper for each $100 per ounce change in the average price of gold and $0.03 per pound of copper for each $2 per pound change in the average price of molybdenum.

Our consolidated operating cash flows vary with sales volumes; prices realized from copper, gold and molybdenum sales; production costs; income taxes; other working capital changes; and other [removed: factors.][added: factors, including the timing of restarting and ramping up the Grasberg Block Cave underground mine at PTFI, which is currently expected to begin in second-quarter 2026.]

[removed: Our consolidated] [added: Consolidated] operating cash flows are estimated to approximate [removed: $6.2] [added: $8] billion for the year [removed: 2025,] [added: 2026, including $1 billion of working capital and other sources,] based on current sales volume and cost estimates, and assuming average prices of [removed: $4.00] [added: $5.00] per pound of copper, [removed: $2,700] [added: $4,000] per ounce of gold and $20.00 per pound of molybdenum for the year [removed: 2025.][added: 2026.]

Estimated consolidated operating cash flows in [removed: 2025] [added: 2026] also reflect a projected income tax provision of [removed: $2.6] [added: $2.7] billion (refer to “Consolidated Results – Income Taxes” for further discussion of our projected income tax rate).

The impact of price changes on operating cash flows for the year [removed: 2025] [added: 2026] would approximate [removed: $375] [added: $330] million for each $0.10 per pound change in the average price of copper, [removed: $140] [added: $75] million for each $100 per ounce change in the average price of gold and [removed: $135] [added: $160] million for each $2 per pound change in the average price of molybdenum.

Following is a summary of expected capital expenditures for the year [removed: 2025] [added: 2026] (in billions):

| Major [removed: mining] projects | | | $ | [removed: 2.8] [added: 3.0] | | a | | |

[removed: | PT-FI’s new downstream processing facilities | | | 0.6 | | | b | | |][added: Downstream Processing Facilities]

| Sustaining capital and other | | | [removed: 1.6] [added: 1.3] | | | | | |

a.Includes [removed: $1.1] [added: $1.4] billion for planned projects, primarily associated with underground mine development, supporting mill and power capital costs and a portion of spending on a new gas-fired combined cycle facility in the Grasberg minerals district, and [added: potential U.S.] expansion [removed: projects in North America,] [added: projects,] and [removed: $1.7] [added: $1.6] billion for discretionary growth projects, primarily in the Grasberg minerals district for the development of Kucing Liar and at the Bagdad mine for tailings infrastructure.

We closely monitor market [added: and business] conditions and [removed: will] adjust our operating [removed: plans, including capital expenditures,] [added: plans] to protect [removed: our] liquidity and preserve our asset values, [removed: as] [added: when] necessary.

We believe that we are well positioned for the future as a leading producer of copper with significant copper reserves and resources and a high-quality portfolio of growth projects to provide additional supplies of copper to a growing market.

Our experienced team is committed to value creation through solid execution of our plans, operational excellence and advancing opportunities for long-term organic growth.

We continue to evaluate and advance potential expansion opportunities at certain of our copper mines in the U.S. and South America.

We are targeting annual production of 300 million pounds of copper in 2026 from these initiatives and believe there is potential for further significant increases in recoverable metal beyond the current annual target.

Refer to “Operations – United States” and “Operations – South America” for further discussion.

Our 2025 operations and results were impacted by the September 2025 mud rush incident at the Grasberg minerals district in Central Papua, Indonesia.

In late October 2025, PT Freeport Indonesia (PTFI) restarted operations at the unaffected Deep Mill Level Zone (DMLZ) and Big Gossan underground mines.

During fourth-quarter 2025, investigations and remedial plans were completed and a phased restart and ramp-up of the Grasberg Block Cave underground mine is anticipated to begin in second-quarter 2026.

Refer to “Operations – Indonesia” for further discussion.

Higher net income attributable to common stock of $2.2 billion in 2025, compared to $1.9 billion in 2024, primarily reflects higher operating income from our U.S. and South America copper mining operations resulting from higher average realized copper prices, partly offset by lower financial results from Indonesia operations as a result of the September 2025 mud rush incident.

At December 31, 2025, we had consolidated debt of $9.4 billion and consolidated cash and cash equivalents of $3.8 billion.

Net debt totaled $2.3 billion, excluding $3.2 billion of debt for PTFI’s smelter and precious metals refinery

(PMR) (collectively, PTFI’s downstream processing facilities).

Refer to “Net Debt” for a reconciliation of consolidated debt and consolidated cash and cash equivalents to net debt.

| U.S. | | | 39 | | % | | | | 2 | | % | | | | 77 | | % | a | | |

| U.S. copper mines | | | 1,400 | | | | | | | | | | | |

| Indonesia operations | | | 900 | | | | | | | | | | | |

| Total | | | 3,380 | | | | | | | | | | | |

Based on current estimates, approximately 60% of consolidated copper sales and 75% of consolidated gold sales in 2026 are expected to occur in the second half of the year.

For the year 2026, copper and gold production volumes are expected to exceed sales volumes, reflecting deferrals of approximately 100 million pounds of copper and 100 thousand ounces of gold associated with inventory held at PTFI’s smelting operations.

Projected sales volumes are dependent on operational performance; the timing of restarting and ramping up the Grasberg Block Cave underground mine at PTFI, which is currently expected to begin in second-quarter 2026; weather-related conditions; timing of shipments and other factors.

Following the September 2025 mud rush incident and until PTFI operations return to normal capacity, a portion of PTFI's production and delivery costs will be recognized as idle facility, which are non-inventoriable costs.

Idle facility costs and restoration expenses are expected to total $0.9 billion for the year 2026 (including $0.4 billion in first-quarter 2026).

Refer to “Operations” for further discussion.

| | | | | | | | | |

| Total | | | $ | 4.3 | | | | |

We are carefully managing operating costs and near-term capital expenditures in connection with revised operating plans at the Grasberg minerals district to manage cash flow and liquidity during the phased ramp-up period.

LME and COMEX copper prices are market-driven and subject to change based on current and future tariff rates, additional changes in trade policies, domestic inventory levels, supply and demand, and other factors.

Copper priced on the LME and COMEX exchanges have historically traded in a narrow range without significant differential.

Following U.S. trade policy announcements in 2025, including proposed tariff announcements (refer to “Operations – U.S. Tariffs”), the two benchmark prices traded at wider differentials than historical averages.

For the year 2025, the average COMEX copper settlement price was 7% higher than the average LME copper settlement price.

To date in 2026 (through February 12, 2026), the two benchmark prices have been similar.

Recent price strength has been influenced by increased speculative buying in several metals, supported by macro factors such as U.S. dollar weakness and expectations for above-trend demand growth.

As a result, both LME and COMEX settlement copper prices closed at all-time highs in January 2026 of $6.28 per pound and $6.18 per pound, respectively.

December 31, 2025.

We believe fundamentals for copper are favorable with growing demand supported by copper’s critical role in electrification initiatives, continued urbanization in developing countries, data centers and AI growth, increased defense spending and growing connectivity globally.

In January 2026, the London PM gold price closed at an all-time high of $5,405 per ounce and averaged $4,744 per ounce.

On February 12, 2026, the London PM gold price closed at $5,043 per ounce.


those jurisdictions who may challenge any tax position on these returns.

Our results for 2024 reflect solid execution of our operating plans and we are committed to enhancing productivity, managing costs and capital and advancing opportunities for long-term profitable growth and value creation.

We believe the actions we have taken in recent years to strengthen our balance sheet and maintain flexible organic growth options will allow us to continue to execute our business plans, and reliably and responsibly generate cash flows to pursue value-enhancing organic growth options and return cash to shareholders.

We believe that we have a high-quality portfolio of long-lived copper assets positioned to generate long-term value, and we remain focused on executing our operating and investment plans.

Our underground mining operations at the Grasberg minerals district in Indonesia continue to perform well, with copper production increasing in each of the past three years.

During 2024, construction of PT Freeport Indonesia’s (PT-FI) new smelter and precious metals refinery (PMR) (collectively, PT-FI’s new downstream processing facilities) in Eastern Java, Indonesia were completed and as part of start-up activities, PT-FI commenced gold production from the PMR in December 2024.

PT-FI expects repairs to be completed by mid-2025 and ramp-up to full capacity to be achieved by year-end 2025.

We have projects underway to apply recent operational enhancements to our leaching processes on a larger scale and are testing new innovative technology applications that we believe have the potential for significant increases in recoverable metal from leach stockpiles beyond the current run rate.

We believe we benefit from significant copper reserves and resources with embedded growth options, an experienced team and exposure to markets with a favorable fundamental outlook.

Our results in 2024, compared to 2023, primarily reflect higher average realized copper and gold prices and higher gold sales volumes, partly offset by higher operating costs and higher income attributable to noncontrolling interests primarily related to higher operating income at PT-FI.

At December 31, 2024, we had consolidated debt of $8.9 billion and consolidated cash and cash equivalents of $3.9 billion, $4.7 billion including current restricted cash and cash equivalents associated with a portion of PT-FI’s export proceeds required to be temporarily deposited in Indonesia banks.

In November 2024, we repaid $0.7 billion in scheduled senior note maturities using cash on hand and have no further senior note maturities until 2027.

| North America | | | 29 | | % | | | | 1 | | % | | | | 75 | | % | a | | |

| | | | (Projected) | | | | | | (Actual) | | | | | |

| North America copper mines | | | 1,360 | | | | | | 1,257 | | | | | |

| South America mining | | | 1,090 | | | | | | 1,177 | | | | | |

| Indonesia mining | | | 1,550 | | | | | | 1,632 | | | | | |

| Total | | | 4,000 | | | | | | 4,066 | | | | | |

Projected sales volumes are dependent on operational performance; Indonesia regulatory approval to export copper concentrate until repairs and full ramp-up of PT-FI’s new smelter are complete; weather-related conditions; timing of shipments and other factors.

| Total | | | $ | 5.0 | | | | |

b.Excludes capitalized interest, commissioning and owner’s costs.

Capital expenditures for PT-FI’s new downstream processing facilities are expected to be funded with PT-FI’s cash flows from operations and availability under PT-FI’s revolving credit facility.

The London PM gold prices averaged $2,710 in January 2025, and closed at $2,915 per ounce on February 13, 2025.

defense and construction sectors.

On January 1, 2023, the provisions of the U.S. Inflation Reduction Act of 2022 (the Act) became applicable to us.

The Act includes, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average annual AFSI exceeding $1.0 billion over a three-year period.

In September 2024, the Internal Revenue Service (IRS) issued proposed regulations that provide guidance on the application of the CAMT, which are not final and subject to change.

Based on the proposed guidance released by the IRS, we determined that the provisions of the Act did not impact our financial results for the years 2024 or 2023.

In December 2021, the Organisation for Economic Cooperation and Development (OECD) published a framework for Pillar Two of the Global Anti-Base Erosion Rules, which was designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum level of income

tax.

Recommendations from the OECD regarding a global minimum income tax and other changes are being considered and/or implemented in jurisdictions where we operate.

At current metals market prices, we do not expect enactment of the recommended framework in jurisdictions where we operate to materially impact our financial results.

At December 31, 2024, environmental obligations recorded in our consolidated balance sheet totaled $2.0 billion, which reflect obligations for environmental liabilities attributed to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 or analogous state programs and for estimated future costs associated with environmental matters.

considered reclamation and closure costs.

Mineral Reserves

and 2.

“Business and Properties” and Item 1A.

Recoverable proven and probable mineral reserves were determined from the application of relevant modifying factors to geological data, in order to establish an operational, economically viable mine plan, and have been prepared in accordance with the disclosure requirements of Subpart 1300 of U.S. Securities and Exchange Commission Regulation S-K.

The determination of mineral reserves represents a critical accounting estimate because it involves numerous uncertainties with respect to the ultimate geology of the ore bodies, including quantities, grades and recoveries.

Estimating the quantity and grade of mineral reserves requires us to determine the size, shape and depth of our ore bodies by analyzing geological data, such as samplings of drill holes, tunnels and other underground workings.

In addition to the geology of our mines, assumptions are required to determine the economic feasibility of mining these reserves, including estimates of future commodity prices, the mining methods we use and the related costs incurred to develop and mine our mineral reserves.

Based on its assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] our Company’s internal control over financial reporting is effective based on the COSO criteria.

We have audited Freeport-McMoRan Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Freeport-McMoRan Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related [removed: notes] [added: notes,] and our report dated February [removed: 14, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 14, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | As discussed in Note 10 to the consolidated financial statements, the Company is subject to various national, state and local environmental laws and regulations that govern the protection of the environment, including remediation, restoration and reclamation of environmental contamination. Liabilities for environmental contingencies are recorded when it is probable that obligations have been incurred and the costs can be reasonably estimated. As of December 31, [removed: 2024,] [added: 2025,] the Company’s consolidated environmental obligations totaled $2.0 billion. | | | | | |

| [removed: | | | 2024] [added: Chile] | | | | | | [removed: 2023] [added: 2023-2024] | | | | | | [removed: 2022] [added: 2022, 2025] | | |

| Revenues | | | $ | [removed: 25,455] [added: 25,915] | | | | | $ | [removed: 22,855] [added: 25,455] | | | | | $ | [removed: 22,780] [added: 22,855] | |

| Production and delivery | | | [removed: 15,554] [added: 16,374] | | | | | | [removed: 13,627] [added: 15,554] | | | | | | [removed: 13,070] [added: 13,627] | | |

| Depreciation, depletion and amortization | | | [removed: 2,241] [added: 2,244] | | | | | | [removed: 2,068] [added: 2,241] | | | | | | [removed: 2,019] [added: 2,068] | | |

| Total cost of sales | | | [removed: 17,795] [added: 18,618] | | | | | | [removed: 15,695] [added: 17,795] | | | | | | [removed: 15,089] [added: 15,695] | | |

| Selling, general and administrative expenses | | | [removed: 513] [added: 545] | | | | | | [removed: 479] [added: 513] | | | | | | [removed: 420] [added: 479] | | |

| Exploration and research expenses | | | [removed: 156] [added: 192] | | | | | | [removed: 137] [added: 156] | | | | | | [removed: 115] [added: 137] | | |

| Environmental obligations and shutdown costs | | | [removed: 127] [added: 58] | | | | | | [removed: 319] [added: 127] | | | | | | [removed: 121] [added: 319] | | |

| [removed: Net gain] [added: Gain] on sales of assets | | | [removed: —] [added: (16)] | | | | | | — | | | | | | [removed: (2)] [added: —] | | |

| Total costs and expenses | | | [removed: 18,591] [added: 19,397] | | | | | | [removed: 16,630] [added: 18,591] | | | | | | [removed: 15,743] [added: 16,630] | | |

| Operating income | | | [removed: 6,864] [added: 6,518] | | | | | | [removed: 6,225] [added: 6,864] | | | | | | [removed: 7,037] [added: 6,225] | | |

| Interest expense, net | | | [removed: (319)] [added: (369)] | | | | | | [removed: (515)] [added: (319)] | | | | | | [removed: (560)] [added: (515)] | | |

| Net gain on early extinguishment of debt | | | — | | | | | | [removed: 10] [added: —] | | | | | | [removed: 31] [added: 10] | | |

| Other income, net | | | [removed: 362] [added: 223] | | | | | | [removed: 286] [added: 362] | | | | | | [removed: 207] [added: 286] | | |

| Income before income taxes and equity in affiliated companies’ net earnings | | | [removed: 6,907] [added: 6,372] | | | | | | [removed: 6,006] [added: 6,907] | | | | | | [removed: 6,715] [added: 6,006] | | |

| Provision for income taxes | | | [removed: (2,523)] [added: (2,221)] | | | | | | [removed: (2,270)] [added: (2,523)] | | | | | | [removed: (2,267)] [added: (2,270)] | | |

| Equity in affiliated companies’ net earnings | | | [removed: 15] [added: 1] | | | | | | 15 | | | | | | [removed: 31] [added: 15] | | |

| Net income | | | [removed: 4,399] [added: 4,152] | | | | | | [removed: 3,751] [added: 4,399] | | | | | | [removed: 4,479] [added: 3,751] | | |

| Net income attributable to noncontrolling interests | | | [removed: (2,510)] [added: (1,948)] | | | | | | [removed: (1,903)] [added: (2,510)] | | | | | | [removed: (1,011)] [added: (1,903)] | | |

| Net income attributable to common stockholders | | | $ | [removed: 1,889] [added: 2,204] | | | | | $ | [removed: 1,848] [added: 1,889] | | | | | $ | [removed: 3,468] [added: 1,848] | |

| Basic | | | $ | [removed: 1.31] [added: 1.53] | | | | | $ | [removed: 1.28] [added: 1.31] | | | | | $ | [removed: 2.40] [added: 1.28] | |

| Diluted | | | $ | [removed: 1.30] [added: 1.52] | | | | | $ | [removed: 1.28] [added: 1.30] | | | | | $ | [removed: 2.39] [added: 1.28] | |

| Basic | | | [removed: 1,438] [added: 1,437] | | | | | | [removed: 1,434] [added: 1,438] | | | | | | [removed: 1,441] [added: 1,434] | | |

| Diluted | | | [removed: 1,445] [added: 1,443] | | | | | | [removed: 1,443] [added: 1,445] | | | | | | [removed: 1,451] [added: 1,443] | | |

| Net income | | | $ | [removed: 4,399] [added: 4,152] | | | | | $ | [removed: 3,751] [added: 4,399] | | | | | $ | [removed: 4,479] [added: 3,751] | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of taxes: | | | | | | | | | | | | | | | | | |

| Actuarial (losses) gains arising during the period, net of taxes | | | [removed: (44)] [added: (5)] | | | | | | [removed: 39] [added: (44)] | | | | | | [removed: 62] [added: 39] | | |

| Amortization of unrecognized amounts included in net periodic benefit costs | | | [removed: 3] [added: 12] | | | | | | [removed: 5] [added: 3] | | | | | | [removed: 8] [added: 5] | | |

| Foreign exchange losses | | | (1) | | | | | | [removed: —] [added: (1)] | | | | | | [removed: (1)] [added: —] | | |

February 13, 2026

| | | | 2025 | | | | | | 2024 | | |

| Long-term tax receivables | | | 810 | | | | | | 306 | | |

| Long-term leases | | | 1,010 | | | | | | 692 | | |

| Dividends | | | — | | | | | | — | | | | | | (216) | | | | | | (649) | | | | | | — | | | | | | — | | | | | | — | | | | | | (865) | | | | | | (1,274) | | | | | | (2,139) | | |

| Balance at December 31, 2025 | | | 1,627 | | | | | | $ | 163 | | | | | $ | 23,680 | | | | | $ | 1,385 | | | | | $ | (305) | | | | | 191 | | | | | | $ | (6,024) | | | | | $ | 18,899 | | | | | $ | 11,867 | | | | | $ | 30,766 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Certain prior year amounts have been reclassified to conform with current year presentation.

Reportable Segments. FCX has organized its mining operations into four primary divisions – United States (U.S.) copper mines, South America operations, Indonesia operations and Molybdenum mines.

Operating segments that meet certain thresholds are reportable segments, including the Cerro Verde copper mine, Indonesia operations and U.S. Rod & Refining operations.

FCX has voluntarily disclosed its Morenci copper mine and Atlantic Copper, S.L.U. (Atlantic Copper) as reportable segments.

Refer to Notes 10 and 12 for information specific to our cash restrictions.

subsidiaries, have been associated with the site.

Treatment and refining charges

FCX accounts for shipping and handling activities performed after control of goods has been transferred to a customer as a fulfillment cost recorded in production and delivery costs on the consolidated statements of income.

Earnings Per Share.

There were no shares of common stock associated with outstanding stock options excluded in any of the years shown above.

Refer to Note 9 for the revised disclosures.

Refer to Note 6 for information regarding FMC’s senior notes.

In Indonesia, PTFI operates in the Grasberg minerals district.

In addition to copper, the Grasberg minerals district also produces gold and silver.

With the completion of PTFI’s smelter and precious metals refinery (PMR) (collectively, PTFI’s downstream processing facilities) in Gresik, Indonesia, in 2025, PTFI is a fully integrated producer of refined copper and gold.

Refer to Note 6 for information regarding PTFI’s senior notes.

Refer to Note 6 for information regarding Atlantic Copper's short-term lines of credit.

As a result, FCX’s economic

| | | | 2025 | | | | | | 2024 | | |

| Mobile equipment | | | 6,313 | | | | | | 5,598 | | |

| Construction in progress | | | 5,523 | | | | | | 9,381 | | |

| VBPPa | | | 353 | | | | | | 358 | | |

| Total | | | 66,430 | | | | | | 62,345 | | |

| Accumulated DD&A | | | (25,694) | | | | | | (23,831) | | |

a.Represents VBPP primarily acquired in connection with the 2007 acquisition of FMC.

b.Oil and gas properties under the full cost method are net of accumulated amortization and impairments of $27.5 billion at December 31, 2025, and $27.4 billion at December 31, 2024.

As discussed in Note 10, PTFI recorded asset impairment charges totaling $73 million in 2025 associated with the September 2025 mud rush incident, including for the write-off of $60 million of assets damaged beyond repair and $13 million of chute galleries that are being upgraded.

However, the incident did not indicate a broader impairment of PTFI’s long-lived mining assets based on PTFI’s reserve life, favorable market outlook for metal prices and expected resumption of operations at the Grasberg Block Cave underground mine in the near term.

| | | | 2025 | | | | | | 2024 | | |

| PT Smeltingc | | | 352 | | | | | | 354 | | |

| Royalty overpayments | | | 39 | | | | | | 22 | | |

| Other | | | 109 | | | | | | 97 | | |

| | | | 2025 | | | | | | 2024 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 14, 2025

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Tax Contingencies | | | | | | | | | | | |

| *Description of the Matter* | | | As discussed in Note 10 to the consolidated financial statements, the Company operates in multiple tax jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge any tax position on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment, specifically as it relates to Peru and Indonesia, to determine whether, based on the technical merits, a tax position is more likely than not to be sustained upon examination by taxing authorities. | | | | | | | | | | | |

| | | | Auditing management’s tax positions involved significant auditor judgment, because management’s tax positions require a high degree of judgment and are based on interpretations of tax laws and legal rulings. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for tax contingencies. This included testing controls over management’s review of the technical merits of tax positions and disputed tax assessments, including the process to measure the financial statement impact of these tax matters. | | | | | |

| | | | Our audit procedures included, among others, evaluating the Company’s accounting for these tax positions by using our knowledge of and experience with the application of respective tax laws by the relevant tax authorities, and/or our understanding of the contractual arrangements with the applicable government, if the position is governed by a contract. We analyzed the Company’s assumptions and data used to determine the tax assessments and tested the accuracy of the calculations. We involved our tax professionals located in the respective jurisdictions to assess the technical merits of the Company’s tax positions and to evaluate the application of relevant tax laws in the Company’s recognition determination. We obtained and assessed the Company’s correspondence with the relevant tax authorities and, as applicable, third-party tax or legal opinions or other external correspondence and analyses. We also evaluated the adequacy of the Company’s disclosures included in Notes 9 and 10 in relation to these tax matters. | | | | | |

| Prior service costs arising during the period | | | — | | | | | | — | | | | | | (1) | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Proceeds from sales of assets | | | | | | 19 | | | | | | 27 | | | | | | 108 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, | | | | | | | | |

| Other assets | | | 1,813 | | | | | | 1,810 | | |

| Other liabilities | | | 1,887 | | | | | | 1,648 | | |

| Balance at January 1, 2022 | | | 1,603 | | | | | | $ | 160 | | | | | $ | 25,875 | | | | | $ | (7,375) | | | | | $ | (388) | | | | | 146 | | | | | | $ | (4,292) | | | | | $ | 13,980 | | | | | $ | 9,039 | | | | | $ | 23,019 | |

| Dividends | | | — | | | | | | — | | | | | | (864) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (864) | | | | | | (820) | | | | | | (1,684) | | |

FCX’s reportable segments include the Morenci and Cerro Verde copper mines, the integrated Indonesia operations (including the Grasberg minerals district and PT-FI’s new smelter and precious metals refinery (PMR) - collectively - PT-FI’s new downstream processing facilities), the Rod & Refining operations and Atlantic Copper Smelting & Refining (Atlantic Copper, S.L.U. (Atlantic Copper)).

FCX’s restricted cash and cash equivalents are primarily related to a portion of PT-FI’s export proceeds required to be temporarily deposited in Indonesia banks for 90 days in accordance with Indonesia regulations, assurance bonds to support PT-FI’s commitment for smelter development in Indonesia, and guarantees and commitments for certain mine closure obligations.

Refer to Notes 10 and 12 for further information.

Excluded shares of common stock associated with outstanding stock options totaled less than 1 million shares in 2024 and 2023 and 1 million shares in 2022.

*Segment Reporting.* In November 2023, the Financial Accounting Standards Board (FASB) issued an accounting standards update (ASU) related to segment reporting that requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

This ASU is effective for FCX’s consolidated financial statements for the year ended December 31, 2024, and subsequent interim consolidated financial statements, and did not materially impact FCX’s segment reporting as presented within Note 14.

At December 31,

*Attribution of PT-FI Net Income or Loss.* FCX concluded that the attribution of PT-FI’s net income or loss from December 21, 2018 (the date of the divestment transaction), through December 31, 2022 (the Initial Period), should be based on FCX’s and MIND ID’s economic interest, as previously discussed.

PT-FI’s cumulative net income during the Initial Period totaled $6.0 billion, of which $4.9 billion was attributed to FCX.

| VBPP | | | 358 | | | | | | 359 | | |

| Mobile equipment | | | 5,597 | | | | | | 4,986 | | |

| Construction in progress | | | 9,364 | | | | | | 6,945 | | |

| Total | | | 89,795 | | | | | | 84,567 | | |

| Accumulated depreciation, depletion and amortizationa | | | (51,281) | | | | | | (49,272) | | |

a.Includes accumulated amortization for oil and gas properties of $27.4 billion at December 31, 2024 and 2023.

FCX recorded $1.6 billion for VBPP in connection with its 2007 acquisition of FMC (excluding $0.6 billion associated with mining operations that were subsequently sold) and transferred $0.8 billion to proven and probable mineral reserves through 2024 (approximately $1 million in both 2024 and 2023).

Cumulative impairments of and adjustments to VBPP total $0.5 billion, which were primarily recorded in 2008.

| Disputed tax assessments:c | | | | | | | | | | | |

| Cerro Verde | | | 275 | | | | | | 274 | | |

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] no director or officer of FCX adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

*Amended and Restated Executive Employment Agreement*

As previously reported, Kathleen L.

Quirk, the President of FCX, was promoted to the additional role of Chief Executive Officer (CEO) of FCX effective June 11, 2024.

In light of her expanded responsibilities, on February 11, 2025, she and FCX entered into an Amended and Restated Executive Employment Agreement (the Agreement), which amends and restates the Amended and Restated Executive Employment Agreement between FCX and Ms. Quirk dated effective December 2, 2008, and amended effective April 27, 2011 (the Prior Agreement).

The Agreement reflects Ms. Quirk’s roles with FCX and includes other updates to incorporate current market practices.

The Agreement is effective through December 31, 2027, after which it will automatically renew for additional one-year periods unless prior written notice of non-renewal is provided to the other party in accordance with the terms of the Agreement.

The principal terms of the Agreement are substantially similar to the Prior Agreement and does not change Ms. Quirk’s current compensation, although her base salary has been updated to reflect her base salary as of the date she assumed the role of CEO.

The Agreement revises certain potential severance benefits to better align with current market practices.

Specifically, in connection with a termination without Cause or with Good Reason unrelated to a Change in Control (as such terms are defined in the Agreement), the severance payment multiple has been reduced from three times to two times.

In connection with a termination without Cause or with Good Reason related to a Change in Control, the multiple remains at three times, but the protected period has been reduced from three years to two years and includes a limited pre-Change in Control period.

In addition, the severance payment related to a Change in Control will be calculated using the three-year average bonus (instead of the highest bonus during that period), and the pro-rated bonus for the year of termination will likewise be based on the three-year average bonus (instead of actual results for the year).

The benefit continuation period in connection with all qualifying terminations has been reduced from three years to two years.

The Agreement also requires Ms. Quirk to deliver a release in favor of FCX in order to receive certain severance benefits, extends Ms. Quirk’s limited covenant not to compete from six months to eighteen months post-termination, and specifically confirms the application of FCX’s Incentive-Based Compensation Recovery Policy on Ms. Quirk’s compensation, where applicable.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached this Form 10-K as Exhibit 10.8 and incorporated by reference herein.

The information required by this item is incorporated by reference to “Information About Director Nominees,” “Board Committees,” and “Board and Committee Independence; Audit Committee Financial Experts,” and “Compensation Processes and Policies” in our definitive proxy statement to be filed with the United States Securities and Exchange Commission (SEC), relating to our [removed: 2025] [added: 2026] annual meeting of stockholders.

The information required by this item is incorporated herein by reference to “Director Compensation” and “Executive Officer Compensation” in our definitive proxy statement to be filed with the SEC, relating to our [removed: 2025] [added: 2026] annual meeting of stockholders.

Only our stockholder-approved [removed: 2016] [added: 2025] Stock Incentive Plan has shares of our common stock available for future grant.

The following table presents information regarding our equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

a.Includes shares of our common stock issuable upon the vesting of [removed: 3,325,514] [added: 3,430,402] restricted stock units (RSUs) and [removed: 2,619,000] [added: 2,863,125] performance share units at maximum performance levels, and the termination of deferrals with respect to [removed: 1,220,070] [added: 1,227,240] RSUs that were vested as of December 31, [removed: 2024.][added: 2025.]

b.Represents securities to be issued under awards assumed in our acquisition of McMoRan Exploration Co. The shares are issuable upon the termination of deferrals with respect to 13,500 RSUs that were vested as of December 31, [removed: 2024,] [added: 2025,] and the awards are not reflected in column (b) because they do not have an exercise price.

The other information required by this item is incorporated by reference to “Stock Ownership of Directors and Executive Officers” and “Stock Ownership of Certain Beneficial Owners” in our definitive proxy statement to be filed with the SEC, relating to our [removed: 2025] [added: 2026] annual meeting of stockholders.

| Equity compensation plans approved by security holders | | | 12,183,834 | | | a | | | $ | 14.58 | | 40,473,170 | | |

| Total | | | 12,197,334 | | | | | | $ | 14.58 | | 40,473,170 | | |

| Equity compensation plans approved by security holders | | | 12,773,631 | | | a | | | $ | 14.22 | | 15,048,374 | | |

| Total | | | 12,787,131 | | | | | | $ | 14.22 | | 15,048,374 | | |

The information required by this item is incorporated by reference to “Certain Transactions” and “Board and Committee Independence; Audit Committee Financial Experts” in our definitive proxy statement to be filed with the SEC, relating to our [removed: 2025] [added: 2026] annual meeting of stockholders.

The information required by this item is incorporated by reference to “Independent Registered Public Accounting Firm” in our definitive proxy statement to be filed with the SEC (including fees billed to us by Ernst & Young, PCAOB ID No. 42), relating to our [removed: 2025] [added: 2026] annual meeting of stockholders.

We have audited the consolidated financial statements of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and have issued our report thereon dated February [removed: 14, 2025] [added: 13, 2026] included elsewhere in this Form 10-K.

| Year Ended December 31, 2024 | | | | | | [removed: $ |] 3,894 | | | | | [removed: $] | (918) | | [removed: a] | [added: b] | | [removed: $] | 8 | | [removed: b] | | | [removed: $] | — | | | | | [removed: $] | 2,984 | | [added: |]

| Year Ended December 31, 2023 | | | | | | 3,985 | | | | | | (80) | | | c | | | (11) | | | [removed: b] | | | — | | | | | | 3,894 | | |

| Year Ended December 31, [removed: 2022] [added: 2025] | | | | | | [removed: 4,087] [added: $] | [added: 29] | | | | | [removed: (87)] [added: $] | [added: 8] | | [removed: d] | | | [removed: (15)] [added: $] | [added: —] | | [removed: b] | | | [removed: —] [added: $] | [added: (2)] | | | | | [removed: 3,985] [added: $] | [added: 35] | |

| Year Ended December 31, 2024 | | | | | | [removed: $ |] 28 | | | | | [removed: $] | 6 | | | | | [removed: $] | — | | | | | [removed: $] | (5) | | [removed: e] | | | [removed: $] | 29 | | [added: |]

| Year Ended December 31, 2023 | | | | | | 24 | | | | | | 9 | | | | | | — | | | | | | (5) | | | [removed: e] | | | 28 | | |

| Year Ended December 31, [removed: 2022] [added: 2025] | | | | | | [removed: 59] [added: $] | [added: 2,984] | | | | | [removed: (32)] [added: $] | [added: 98] | | [added: a] | | | [removed: —] [added: $] | [added: (3)] | | | | | [removed: (3)] [added: $] | [added: —] | | [removed: e] | | | [removed: 24] [added: $] | [added: 3,079] | |

[removed: a.Primarily] [added: b.Primarily] relates to [removed: expirations] [added: the expiration] of [removed: United States (U.S.)] [added: U.S.] foreign tax credits.

c.Primarily relates to [added: decreases of $292 million associated with the expiration of U.S. foreign tax credits and] $32 million of U.S. federal net operating losses [removed: (NOLs)] utilized during [removed: 2023 and a $292 million decrease related to expirations of U.S. foreign tax credits,] [added: 2023,] partially offset by [removed: an increase] [added: increases] of $188 [removed: million,] [added: million] primarily associated with changes in U.S. federal temporary differences and [removed: a] $22 million [removed: increase] in valuation allowances against Section 163(j) deferred tax assets.

| [2.1](https://www.sec.gov/Archives/edgar/data/831259/000083125918000036/exhibit21.htm) | | | [removed: PT-FI] [added: PTFI] Divestment Agreement dated as of September 27, 2018 among FCX, International Support LLC, PT Freeport Indonesia, PT Indocopper Investama and PT Indonesia Asahan Aluminium (Persero). | | | | | | 10-Q | | | 001-11307-01 | | | 11/9/2018 | | |

| [2.2](https://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q42018exhibit29.htm) | | | Supplemental and Amendment Agreement to the [removed: PT-FI] [added: PTFI] Divestment Agreement, dated December 21, 2018, among FCX, PT Freeport Indonesia, PT Indonesia Papua Metal Dan Mineral (f/k/a PT Indocopper Investama), PT Indonesia Asahan Aluminium (Persero) and International Support LLC. | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2019 | | |

| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/831259/000083125924000011/a4q2023exhibit107.htm)*] [added: [10.7](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit107.htm)*] | | | FCX Director Compensation. | | | [added: X] | | | [removed: 10-K] | | | [removed: 001-11307-01] | | | [removed: 2/16/2024] | | |

| [10.8](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit108.htm)* | | | Amended and Restated Executive Employment Agreement dated effective as of February 11, 2025 between FCX and Kathleen L. Quirk. | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/14/2025] | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/831259/000083125914000006/q413exhibit1051.htm)*] [added: [10.25](https://www.sec.gov/Archives/edgar/data/831259/000083125914000006/q413exhibit1051.htm)*] | | | Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014). | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2014 | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/831259/000083125917000012/q416exhibit1055.htm)*] [added: [10.26](https://www.sec.gov/Archives/edgar/data/831259/000083125917000012/q416exhibit1055.htm)*] | | | Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors). | | | | | | 10-K | | | 001-11307-01 | | | 2/24/2017 | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1050.htm)*] [added: [10.31](https://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1052.htm)*] | | | Form of [removed: Performance Share] [added: Restricted Stock] Unit Agreement (effective February 2018). | | | | | | 10-K | | | 001-11307-01 | | | 2/20/2018 | | |

| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit1028.htm)*] [added: [10.28](https://www.sec.gov/Archives/edgar/data/0000831259/000083125925000006/a4q2024exhibit1028.htm)*] | | | Form of Performance Share Unit Agreement (effective February 2025). | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/14/2025] | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1051.htm)*] [added: [10.30](https://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1051.htm)*] | | | Form of Nonqualified Stock Options Grant Agreement (effective February 2018). | | | | | | 10-K | | | 001-11307-01 | | | 2/20/2018 | | |

| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1052.htm)*] [added: [10.32](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit1031.htm)*] | | | Form of Restricted Stock Unit Agreement (effective February [removed: 2018).] [added: 2025).] | | | | | | 10-K | | | 001-11307-01 | | | [removed: 2/20/2018] [added: 2/14/2025] | | |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit1031.htm)*] [added: [10.33](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit1033.htm)] | | | Form of Restricted Stock Unit Agreement (effective February [removed: 2025).] [added: 2026).] | | | X | | | | | | | | | | | |

| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q418exhibit1040.htm)*] [added: [10.34](https://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q418exhibit1040.htm)*] | | | FCX Annual Incentive Plan (effective January 2019). | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2019 | | |

| [removed: [10.33](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1042.htm)*] [added: [10.35](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1042.htm)*] | | | FCX Executive Change in Control Severance Plan. | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2022 | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm)[9.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm)[](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm)] | | | FCX Insider Trading Policy. | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/14/2025] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit211.htm)] | | | List of Subsidiaries of FCX. | | | X | | | | | | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit231.htm)] | | | Consent of Ernst & Young LLP. | | | X | | | | | | | | | | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024ex232consentscerrov.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025ex232consentscerrov.htm)] | | | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Cerro Verde Mine. | | | X | | | | | | | | | | | |

| [removed: [23.3](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024ex233consentsgrasbe.htm)] [added: [23.3](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025ex233consentsgrasbe.htm)] | | | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Grasberg Minerals District. | | | X | | | | | | | | | | | |

| [removed: [23.4](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024ex234consentsmorenci.htm)] [added: [23.4](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025ex234consentsmorenci.htm)] | | | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Morenci Mine. | | | X | | | | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit311.htm)] | | | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d - 14(a). | | | X | | | | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit312.htm)] | | | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d - 14(a). | | | X | | | | | | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit321.htm)] | | | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. | | | X | | | | | | | | | | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit322.htm)] | | | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350. | | | X | | | | | | | | | | | |

| [removed: [95.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit951.htm)] [added: [95.1](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit951.htm)] | | | Mine Safety Disclosure. | | | X | | | | | | | | | | | |

| [96.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a2024trscerroverde-finalxp.pdf) | | | Technical Report Summary of Mineral Reserves and Mineral Resources for Cerro Verde Mine, effective as of December 31, 2024. | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/14/2025] | | |

| [removed: [96.3](https://www.sec.gov/Archives/edgar/data/831259/000083125924000011/a2023trsmorenci.pdf)] [added: [96.3](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a2025trsmorenci-finalxpubl.pdf)] | | | Technical Report Summary of Mineral Reserves and Mineral Resources for Morenci Mine, effective as of December 31, [removed: 2023.] [added: 2025.] | | | [added: X] | | | [removed: 10-K] | | | [removed: 001-11307-01] | | | [removed: 2/16/2024] | | |

February 13, 2026

a.Primarily relates to a $186 million increase in United States (U.S.) federal temporary differences related to current year activity, partially offset by a $75 million decrease in valuation allowances against outstanding Section 163(j) deferred tax assets.

| [10.24](https://www.sec.gov/Archives/edgar/data/831259/000083125925000020/fcx2025stockincentiveplan.htm)* | | | FCX 2025 Stock Incentive Plan. | | | | | | 8-K | | | 001-11307-01 | | | 6/12/2025 | | |

| [10.29](https://www.sec.gov/Archives/edgar/data/831259/000083125926000012/a4q2025exhibit1029.htm) | | | Form of Performance Share Unit Agreement (effective February 2026). | | | X | | | | | | | | | | | |

| [24.1](#ifc3f5256381e4647a738ec49c4c4590f_316) | | | Powers of Attorney (included on the signature page of this Annual Report on Form 10-K). | | | X | | | | | | | | | | | |

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February 14, 2025

b.Relates to a valuation allowance for tax benefits primarily associated with actuarial losses (gains) for U.S. defined benefit plans included in other comprehensive income.

d.Primarily relates to $163 million of U.S. federal NOLs utilized during 2022 and a $22 million decrease related to expiration of U.S. foreign tax credits, partially offset by an increase of $104 million, primarily associated with changes in U.S. federal temporary differences.

e.Represents amounts paid or adjustments to reserves based on revised estimates.

| [24.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit241.htm) | | | Certified resolution of the Board of Directors of FCX authorizing this report to be signed on behalf of any officer or director pursuant to a Power of Attorney. | | | X | | | | | | | | | | | |

| [24.2](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit242.htm) | | | Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX. | | | X | | | | | | | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 14, 2025.][added: 13, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February [removed: 14, 2025.][added: 13, 2026.]

| [removed: *] [added: /s/ Ellie L. Mikes] | | | Vice President and Chief Accounting Officer | | |

| [removed: *] [added: /s/ Richard C. Adkerson] | | | Chairman of the Board | | |

Power of Attorney.

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby makes, constitutes and appoints Kathleen L.

Quirk and Maree E.

Robertson, and each of them acting individually, his or her true and lawful attorney-in-fact and agent, with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him or her, in his or her name and in his or her capacity or capacities, the Annual Report on Form 10-K of Freeport-McMoRan Inc. for the year ended December 31, 2025, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorneys-in-fact or agents may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally, hereby ratifying and confirming all acts and things which said attorneys-in-fact or agents may lawfully do or cause to be done by virtue hereof.

| /s/ David P. Abney | | | Director | | |

| /s/ Marcela E. Donadio | | | Director | | |

| /s/ Robert W. Dudley | | | Director | | |

| /s/ Hugh Grant | | | Director | | |

| /s/ Lydia H. Kennard | | | Director | | |

| /s/ Ryan M. Lance | | | Director | | |

| /s/ Sara Grootwassink Lewis | | | Director | | |

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SIGNATURES (continued)

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*Cobalt.* A tough, lustrous, nickel-white or silvery-gray metallic element often associated with nickel and copper ores from which it is obtained as a by-product.

*Mine-for-leach.* A mining operation focused on mining only leachable ores.

Also, referred to as crushed leach.

| * | | | Director | | |

| * By: /s/ Kathleen L. Quirk | | | | | |

| Kathleen L. Quirk | | | | | |

| Attorney-in-Fact | | | | | |