Item 1A. Risk Factors.

There have been no material changes to our risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K, except for the following update to the risk factor captioned “Our operations are subject to evolving geopolitical, economic, regulatory and social risks,” which supplements the corresponding risk factor in our 2025 Form 10-K and should be read in conjunction with the full text of that risk factor and the other risk factors set forth in our 2025 Form 10-K.

Our operations are subject to evolving geopolitical, economic, regulatory and social risks.

We are required to comply with a wide range of laws and regulations in the countries where we operate or do business. For example, our international operations must comply with the U.S. Foreign Corrupt Practices Act (FCPA) and similar anti-corruption and anti-bribery laws of the other jurisdictions in which we operate. We are investigating whether activities of PT Smelting may have violated aspects of the FCPA or other laws, including laws of non-U.S. jurisdictions. PT Smelting is an Indonesia joint venture between PTFI and Mitsubishi Materials Corporation (MMC), and an affiliate of MMC serves as operator of PT Smelting. As previously reported, we voluntarily notified the SEC and U.S. Department of Justice that we had engaged outside counsel to conduct the investigation of PT Smelting’s activities. On March 17, 2026, the SEC notified us that it does not intend to pursue an enforcement action. Any determination that operations or activities are not in compliance with existing laws, including the FCPA, could result in the imposition of fines, penalties and equitable remedies. We cannot currently predict the outcome of our investigation.

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

There were no unregistered sales of equity securities during the quarter ended June 30, 2026.

The following table sets forth information with respect to shares of FCX common stock purchased by us during the quarter ended June 30, 2026, 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.