Freeport-McMoRan 10-Q 2025-09-30

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

For the quarterly period ended September 30, 2025

OR

For the transition period from to

Commission file number: 001-11307-01

Freeport-McMoRan Inc.

(Exact name of registrant as specified in its charter)

(602) 366-8100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

On October 31, 2025, there were issued and outstanding 1,435,930,660 shares of the registrant’s common stock, par value $0.10 per share.

Freeport-McMoRan Inc.

TABLE OF CONTENTS

Part I.FINANCIAL INFORMATION

Freeport-McMoRan Inc.

CONSOLIDATED BALANCE SHEETS (Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

Freeport-McMoRan Inc.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

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In Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), “we,” “us” and “our” refer to Freeport-McMoRan Inc. (FCX) and its consolidated subsidiaries. You should read this discussion in conjunction with our consolidated financial statements, the related MD&A and the discussion of our Business and Properties in our annual report on Form 10-K for the year ended December 31, 2024 (2024 Form 10-K), filed with the United States (U.S.) Securities and Exchange Commission (SEC). The results of operations reported and summarized below include forward-looking statements that are not guarantees of future performance and are not necessarily indicative of future operating results (refer to “Cautionary Statement” for further discussion). References to “Notes” are Notes included in our Notes to Consolidated Financial Statements (Unaudited). Throughout MD&A, all references to income or losses per share are on a diluted basis. Any references to our website are for information only and the contents of our website or information connected thereto are not incorporated in, or otherwise to be regarded as part of, this Form 10-Q.

OVERVIEW

We are a leading international metals company with the objective of being foremost in copper. Headquartered in Phoenix, Arizona, we operate large, long-lived, geographically diverse assets with significant proven and probable mineral reserves of copper, gold and molybdenum. We are one of the world’s largest publicly traded copper producers. 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 the U.S. and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru.

As a leading global supplier of copper and other metals with large-scale production, significant reserves and resources and an attractive pipeline for future growth, we are focused on the important role we play to provide copper, gold and molybdenum reliably and responsibly to a world with growing demand for metals.

We continue to incorporate new applications, technologies and data analytics into our leaching processes, and are applying operational enhancements on a larger scale and advancing testing of innovative technology to increase production from these initiatives. We are targeting annual production of 300 million pounds of copper in 2026 from these initiatives and believe we have the potential for further significant increases in recoverable metal beyond the current target run rate. Continued success with these initiatives would be expected to contribute to favorable adjustments in recoverable copper in leach stockpiles and favorably impact average unit net cash costs.

Our third-quarter 2025 results were impacted by the tragic mud rush incident that occurred on September 8, 2025, in the Grasberg minerals district. The entire FCX organization is grieving the loss of our seven team members and we remain steadfast in our commitment to prioritize the safety of our workforce above all else. Refer to further discussion of the mud rush incident below.

Net income attributable to common stockholders totaled $674 million in third-quarter 2025 and $1.8 billion for the first nine months of 2025, compared with $526 million in third-quarter 2024 and $1.6 billion for first nine months of 2024. Higher net income in the 2025 periods, compared to the 2024 periods, primarily reflects higher operating income from our U.S. and South America mining operations, partly offset by lower financial results from Indonesia operations as a result of the mud rush incident. Refer to “Consolidated Results” for further discussion.

At September 30, 2025, we had consolidated debt of $9.3 billion and consolidated cash and cash equivalents of $4.3 billion. Net debt totaled $1.75 billion, excluding $3.2 billion of debt for PT Freeport Indonesia’s (PTFI) new 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.

At September 30, 2025, we had $3.0 billion of availability under our revolving credit facility, and PTFI and Cerro Verde had $1.5 billion and $350 million, respectively, of availability under their revolving credit facilities.

Refer to Note 4 and “Capital Resources and Liquidity” for further discussion.

GRASBERG MINERALS DISTRICT MUD RUSH INCIDENT

On September 8, 2025, PTFI experienced a mud rush incident that resulted in seven fatalities. During the incident, which was unprecedented in PTFI’s multi-decade history of block cave mining in the Grasberg minerals district, a sudden rush of 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 following the incident to prioritize the recovery of the seven team members fatally injured during the incident and to conduct an investigation into the root cause of the incident. The recovery efforts were completed on October 5, 2025, and the investigation is advancing toward completion. Damage assessments, which are expected to be completed by year-end 2025, are being conducted in parallel with ongoing mud removal activities.

In late October 2025, PTFI restarted operations at the unaffected Big Gossan and Deep Mill Level Zone (DMLZ) underground mines. A phased restart and ramp-up of the Grasberg Block Cave underground mine is anticipated to begin during 2026.

Smelting operations in Indonesia operated with limited availability since the incident, and both smelters are currently on stand-by status pending the delivery of copper concentrate. We expect higher variability between PTFI production and sales until PTFI’s downstream processing facilities achieve normalized operating rates.

We and PTFI, including external experts, are completing an investigation of the root cause of the incident and to identify actions required to safeguard against recurrence. In parallel, and in coordination with Indonesia government authorities, future production plans are being evaluated and damage assessments are being completed.

During third-quarter 2025, PTFI recorded charges totaling $195 million associated with the mud rush incident, including $152 million for idle facility costs and $43 million related to recovery efforts. During the phased restart and ramp-up of operations in fourth-quarter 2025 and in 2026, a portion of PTFI’s cost of sales are expected to be recognized as idle facility costs, which are non-inventoriable costs.

As of September 30, 2025, PTFI had limited access to the area where the incident occurred and was unable to adequately assess damage to the impacted assets. Accordingly, no impairment charges were recorded in third-quarter 2025. Upon completion of damage assessments and evaluation of the affected infrastructure in fourth-quarter 2025, PTFI expects to write-off the carrying value of assets determined to be damaged beyond repair. Furthermore, we do not believe the incident indicates 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.

While evaluation of PTFI’s operating plans, including production and sales estimates and cost and capital budgets are ongoing, and revised plans are expected to be finalized following completion of the investigation and damage assessments, we expect the incident to have a significant impact on our fourth-quarter 2025 and 2026 operating and financial results. FCX plans to hold a conference call with analysts and investor

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There have been no material changes in our market risks during the nine-month period ended September 30, 2025. For additional information on market risks, refer to “Disclosures About Market Risks” included in Part II, Items 7. and 7A. of our 2024 Form 10-K. For projected sensitivities of our operating cash flow to changes in commodity prices, refer to “Outlook” in Part I, Item 2. of this quarterly report on Form 10-Q; for projected sensitivities of our provisionally priced copper sales to changes in commodity prices refer to “Consolidated Results – Revenues” in Part I, Item 2. of this quarterly report on Form 10-Q.

Item 4.Controls and Procedures.

(a)Evaluation of disclosure controls and procedures. Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report on Form 10-Q. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective as of September 30, 2025.

(b)Changes in internal control over financial reporting. There has been no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II.OTHER INFORMATION

Item 1.Legal Proceedings.

We are involved in numerous legal proceedings that arise in the ordinary course of our business or are associated with environmental issues. We are also involved periodically in reviews, inquiries, investigations and other proceedings initiated by or involving government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

Management does not believe, based on currently available information, that the outcome of any legal proceeding reported in Part I, Item 3. “Legal Proceedings” and Note 10 of our 2024 Form 10-K, as updated by Note 7 herein, will have a material adverse effect on our financial condition; although individual or cumulative outcomes could be material to our operating results for a particular period, depending on the nature and magnitude of the outcome and the operating results for the period.

There have been no material changes to legal proceedings previously disclosed in Part I, Item 3. “Legal Proceedings” and Note 10 of our 2024 Form 10-K.

There have been no material changes to our risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our 2024 Form 10-K.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the quarter ended September 30, 2025.

The following table sets forth information with respect to shares of FCX common stock purchased by us during the quarter ended September 30, 2025, and the approximate dollar value of shares that may yet be purchased pursuant to our share repurchase program:

a.On November 1, 2021, our Board approved a share repurchase program authorizing repurchases of up to $3.0 billion of our common stock, and on July 19, 2022, our Board authorized an increase in the share repurchase program up to $5.0 billion. The share repurchase program does not obligate us to acquire any specific amount of shares and does not have an expiration date.

Our highest priority is the health, safety and well-being of our workforce. We believe health and safety considerations are integral to, and fundamental for, all other functions in our organization, and we understand that the health and safety of our workforce is critical to our operational efficiency and long-term success. Our global health and safety strategy, “Safe Production Matters,” is focused on fatality prevention, eliminating systemic root causes of incidents and continuous improvement through robust management systems, which are supported by leaders empowering our teams to work safely. Foundational to our Safe Production Matters strategy is our Fatal Risk Management (FRM) program. The goal of our FRM program is to achieve zero workplace fatalities by strengthening preventive measures and raising awareness of fatal risks and the measures necessary to mitigate them. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report on Form 10-Q.

During the quarter ended September 30, 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.

SIGNATURE

Pursuant to the requirements 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.

Date: November 6, 2025

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