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FREEPORT-MCMORAN INC

For the period ended Dec 31, 2024. Filed Feb 14, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 14, 2025

FCX$62.33+4.9%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

Director and Officer Trading Arrangements

During the quarter ended December 31, 2024, no director or officer of FCXadopted orterminated 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.

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