Form 4: FCX Executive Increases Stake with RSU Grant, PSU Vesting

Freeport-McMoRan EVP & CAO Stephen T. Higgins reported an increase in his beneficial ownership of common stock through RSU grants and PSU vesting.

Summary

• Stephen T. Higgins, EVP & CAO of Freeport-McMoRan Inc. (FCX), reported changes in his beneficial ownership of common stock on February 9, 2026.
• Acquired 15,500 shares of common stock through a grant of Restricted Stock Units (RSUs).
• Acquired an additional 23,125 shares of common stock from the vesting of Performance Share Units (PSUs) originally granted on February 7, 2023.
• Disposed of 7,284 shares of common stock at a price of $60.67 per share to cover taxes due upon the vesting of PSUs.
• Following these transactions, Higgins directly owns 136,635 shares, which includes 63,167 RSUs.
• Indirect ownership includes 18,818 shares via a Family Trust and 17,718 shares in a 401(k) plan as of December 31, 2025.
• A new grant of PSUs was also received on February 9, 2026, with vesting contingent on the company's average return on investment and relative Total Shareholder Return (TSR) over a three-year period ending December 31, 2028.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as an executive is increasing their direct stake through compensation, and the vesting of PSUs suggests past performance targets were met.

Positives

• Executive Stephen T. Higgins increased his direct beneficial ownership of Freeport-McMoRan common stock by a net of 31,341 shares (15,500 + 23,125 7,284) on February 9, 2026, indicating continued alignment with shareholder interests.
• The vesting of 23,125 Performance Share Units (PSUs) suggests the company met performance targets for the grant made on February 7, 2023.
• A new grant of PSUs to the executive, tied to future performance metrics (average return on investment and relative TSR), incentivizes long-term value creation.

Negatives

• The disposition of 7,284 shares to cover taxes, while a common practice, represents a reduction in the executive's direct holdings.

Risks

• The vesting of the newly granted PSUs is contingent on the Issuer's average return on investment and relative Total Shareholder Return (TSR) over the three-year performance period ending December 31, 2028, meaning future compensation is performance-dependent and not guaranteed.

Future Outlook

The executive received a new grant of Performance Share Units (PSUs) on February 9, 2026, which will vest based on Freeport-McMoRan's average return on investment and relative Total Shareholder Return (TSR) over a three-year performance period concluding on December 31, 2028. This indicates a forward-looking incentive structure tied to long-term company performance.

Management Comments

• Represents a grant of Common Stock Restricted Stock Units ('RSUs').
• Shares acquired through the vesting of performance share units ('PSUs') granted on February 7, 2023.
• Shares withheld to cover the taxes due upon the vesting of PSUs.
• Amount beneficially owned includes 63,167 RSUs.
• Based on plan statement as of December 31, 2025.
• In addition to the awards reported herein, on February 9, 2026, the Reporting Person also received a grant of PSUs, which will be reflected on a Form 4 if and when such units vest.
• Vesting of the PSUs will be determined by the Issuer's average return on investment and relative TSR over the three-year performance period ending December 31, 2028.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving equity grants and vesting, are common in the mining industry as a means of executive compensation and alignment with shareholder interests. The use of performance-based units (PSUs) tied to metrics like return on investment and Total Shareholder Return (TSR) reflects a broader industry trend towards incentivizing long-term, sustainable value creation in capital-intensive sectors.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) for executive compensation is a standard practice across major global mining companies such as Rio Tinto, BHP Group, and Glencore, aligning executive incentives with company performance and shareholder value.
• Tying PSU vesting to metrics like average return on investment and relative Total Shareholder Return (TSR) is consistent with best practices in executive compensation, similar to programs seen at companies like Barrick Gold and Newmont, which aim to reward executives for achieving specific financial and market performance targets.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholders due to increased beneficial ownership and performance-based incentives. The vesting of PSUs suggests past performance targets were met, which is positive for shareholders.
• Management: Stephen T. Higgins' compensation package is tied to future company performance, incentivizing strategic decision-making.

Next Steps

• Future Form 4 filing if and when the newly granted Performance Share Units (PSUs) vest, which will be determined by the Issuer's average return on investment and relative TSR over the three-year performance period ending December 31, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including RSU grants and PSU vesting, which are generally expected and do not present new information that would significantly alter the investment thesis for Freeport-McMoRan. While the increase in executive ownership is a positive signal of alignment, it's not substantial enough to warrant a 'buy' recommendation on its own. The disposition for tax purposes is also a standard practice. Therefore, a 'hold' recommendation is appropriate as this filing does not introduce new catalysts for a change in stock price direction.

Keywords

Freeport-McMoRan, FCX, Insider Trading, Form 4, Restricted Stock Units, Performance Share Units, Executive Compensation, Stephen T. Higgins, Beneficial Ownership, Mining