FREEPORT-MCMORAN INC

Previous wording

This report contains forward-looking statements in which we discuss our potential future performance, operations and projects. 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; global market conditions; ore grades and milling rates; production and sales volumes; unit net cash costs (credits) and operating costs; capital expenditures; operating plans (including mine sequencing); cash flows; liquidity; 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 PT-FI’s special mining business license (IUPK) beyond 2041; 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 commitment to deliver responsibly produced copper and molybdenum, including plans to implement, validate and maintain validation of our operating sites under specific frameworks; execution of our energy and climate strategies and the underlying assumptions and estimated impacts on our business and stakeholders related thereto; achievement of 2030 climate targets and 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.

Current wording

This report contains forward-looking statements in which we discuss our potential future performance, operations and projects. 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 our business, production, sales, results of operations and operating plans, and recoveries under insurance policies; global market conditions, including trade policies; ore grades and milling rates; production and sales volumes; higher variability between PTFI production and sales; unit net cash costs (credits) and operating costs; capital expenditures; operating plans, including mine sequencing; cash flows; liquidity; potential extension of PTFI’s special mining business license (IUPK) beyond 2041; timing of shipments of inventoried production; our 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; achievement of our 2030 climate targets and 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.

Previous wording

•PT-FI’s failure to meet its commitments to achieve the extension of its IUPK.

Current wording

•PTFI’s failure to meet its commitments to achieve the extension of its IUPK.

Previous wording

•Availability of significant quantities of secure water supplies for our operations, including future expansions or development projects;

Current wording

•Availability of secure water supplies for our operations, including future expansions or development projects;

Previous wording

•Failure to successfully implement or develop and risks associated with new technologies; and

Current wording

•Failure to successfully implement, advance or develop and risks associated with new technologies; and

Previous wording

•Remediation of properties no longer in operation;

Current wording

•Remediation of properties no longer in operation in the U.S.;

Previous wording

•Increasing scrutiny, action and evolving expectations from stakeholders and other third parties with respect to our environmental, social and governance (ESG) practices, performance, commitments and disclosures; and

Current wording

•Scrutiny, action and evolving expectations from stakeholders and other third parties with respect to our sustainability-related practices, performance, commitments and disclosures; and

Previous wording

•Impact of our holding company structure on our ability to service debt, declare cash dividends, or repurchase shares and debt; and

Current wording

•Impact of our holding company structure on our ability to service debt, declare dividends, or repurchase shares and debt; and

Previous wording

Our financial results are significantly influenced by and vary with fluctuations in the market prices of the commodities we produce, primarily copper and gold, and to a lesser extent molybdenum. 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 obligations. For additional information 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.

Current wording

Our financial results are significantly influenced by and vary with fluctuations in the market prices of the commodities we produce, primarily copper and gold, and to a lesser extent molybdenum. 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 obligations. For 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.

Previous wording

There has been a history of significant volatility in the commodities markets, including the copper market. Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand 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 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. Volatility in global economic growth, particularly in developing economies, has the potential to affect adversely future demand and prices for commodities. Geopolitical uncertainty and protectionism can inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to deal in certain markets and has the potential to increase price volatility. For additional information regarding the historical fluctuations of the prices of copper, gold and molybdenum, refer to “Markets” in MD&A.

Current wording

There has been a history of significant volatility in the commodities markets, including the copper market. Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand 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 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. Volatility in global economic growth, particularly in developing economies, has the potential to affect adversely future demand and prices for commodities. Geopolitical uncertainty and protectionism can inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to deal in certain markets and has the potential to increase price volatility. For further discussion regarding the historical fluctuations of the prices of copper, gold and molybdenum, refer to “Markets” in MD&A.

Previous wording

In addition to the factors discussed above, copper prices may be affected by demand from China, which is currently the largest consumer of refined copper in the world, including as a result of geopolitical uncertainty and tension between the U.S. and China as well as uncertainties about China’s economy. Copper demand and prices also may be affected by industry production, substitution, and thrifting. The adoption and expansion of trade restrictions, or other governmental action related to tariffs and other controls on imports and exports or trade agreements or policies are difficult to predict and could adversely affect copper prices, demand for our products, our costs, our customers, our suppliers and the global economy, which in turn could have a material adverse effect on our business, results of operations or financial condition. 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 center 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 operations, and copper demand globally, including North America, Europe, and Asian countries other than China.

Current wording

In addition to the factors discussed above, copper prices may be affected by demand from China, which is currently the largest consumer of refined copper in the world, including as a result of geopolitical uncertainty and tension between the U.S. and China as well as uncertainties about China’s economy. Copper demand and prices also may be affected by industry production, substitution and thrifting. The adoption and expansion of trade restrictions, or other governmental action related to tariffs and other controls on imports and exports or trade agreements or policies are difficult to predict and could adversely affect copper prices, demand for our products, our costs, our customers, our suppliers and the global economy, which in turn could have a material adverse effect on our business, results of operations or financial condition. For further discussion, refer to “Markets” and “U.S. Tariffs” in MD&A. 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 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 operations (including due to limited or suspended operations), and copper demand globally, including the U.S., Europe and Asian countries other than China.

Previous wording

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, power shortages, industrial accidents, hostile acts, cybersecurity attacks, natural disasters or extreme weather events, major public health crises, geopolitical tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.

Current wording

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, energy supply shortages, industrial accidents, hostile acts, cybersecurity attacks, natural disasters or extreme weather events, major public health crises, geopolitical tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.

Previous wording

Prices of consumables used in our operations, such as natural gas, diesel, coal, other sources of energy, ammonium nitrate, chemical reagents (including sulfuric acid), and steel-related products, and components impact the costs of production at our operations and the costs of development projects. These prices fluctuate and can be volatile. Since 2022, we have experienced price volatility for certain consumables, 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. We also experienced increased costs for equipment, parts and other operating supplies and services. Significant volatility or further increases could have a material adverse effect on our results of operations and could result in material changes to our operating plans or development projects.

Current wording

Prices of consumables used in our operations (such as natural gas, diesel, coal, other sources of energy, ammonium nitrate, chemical reagents, including sulfuric acid, and steel-related products), certain components, equipment, parts and other operating supplies and services can fluctuate in price, impacting the costs of production at our operations and the costs of development projects. We have experienced price volatility for certain consumables, which has impacted our operating results, and we may experience volatility in the price and availability of other consumables in the future. Significant volatility or further increases could have a material adverse effect on our results of operations and could result in material changes to our operating plans or development projects.

Previous wording

Ensuring continuity of supply of such consumables to our operations is critical to our business. We also rely on the availability of components from suppliers for key machines and equipment, which may be impacted by competition demands as well as the availability of input materials in the creation of such equipment. A supplier’s failure to supply consumables or components in a timely manner or to meet our quality, quantity, cost requirements or our technical specifications, or our inability to obtain alternative sources of consumables or components on a timely basis or on terms acceptable to us, could adversely affect our operations. 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. Further, delays and logistical constraints may occur as a result of weather-related impacts 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.

Current wording

Ensuring continuity of supply of such consumables to our operations is critical to our business. We also rely on the availability of components from suppliers for key machines and equipment, which may be impacted by competition demands as well as the availability of input materials in the creation of such equipment. A supplier’s failure to supply consumables or components in a timely or cost-effective manner or to meet our specifications, or our inability to obtain alternative sources on a timely basis or on terms acceptable to us, could adversely affect our operations. Delays and logistical constraints may occur as a result of weather-related impacts, geopolitical tensions or 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.

Previous wording

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). We also have various other financial commitments, including reclamation and environmental obligations, take-or-pay contracts and leases. 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 so. In addition, we may incur additional debt in future periods or reduce our holdings of cash and cash equivalents in connection with funding existing operations, capital expenditures, dividends, share or debt repurchases, or in pursuing other business opportunities. For further information, see the risk factors below relating to mine closure and reclamation regulations and the increasing scrutiny and evolving expectations from stakeholders and other third parties, including creditors, with respect to our environmental and social practices, performance and disclosures.

Current wording

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. We also have various other financial commitments, including reclamation and environmental obligations, take-or-pay contracts and leases. 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 so, including on favorable terms. In addition, we may incur additional debt in future periods or reduce our holdings of cash and cash equivalents in connection with funding existing operations, capital expenditures, dividends, share or debt repurchases, or in pursuing other business opportunities. For further discussion, see the risk factors below relating to mine closure and reclamation regulations and the scrutiny and evolving expectations from stakeholders and other third parties, including creditors, with respect to our sustainability-related practices, performance and disclosures.

Previous wording

We are required by U.S. federal and state laws and regulations to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans for our mining properties if we are unable to do so. As of December 31, 2024, our financial assurance obligations totaled $2.0 billion for closure and reclamation costs of U.S. mining sites. We are also subject to financial assurance requirements in connection with our remaining oil and gas properties and certain of our previously sold oil and gas properties under both state and federal laws. Refer to Note 10 for additional information regarding our financial assurance obligations and Items 1. and 2. “Business and Properties” for a discussion of certain of such U.S. federal and state laws and regulations applicable to us. A substantial portion of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries. Our ability to continue to provide guarantees depends on state and other regulatory requirements, our financial performance and our financial condition. Other forms of assurance, such as letters of credit and surety bonds, are costly to provide and, depending on our financial condition and market conditions, may be difficult or impossible to obtain. Failure to provide or maintain the required financial assurance could result in the closure of the affected properties.

Current wording

We are required by U.S. federal and state laws and regulations to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans for our mining properties if we are unable to do so. As of December 31, 2025, our financial assurance obligations totaled $2.2 billion for closure and reclamation costs of U.S. mining sites. We are also subject to financial assurance requirements in connection with our remaining oil and gas properties and certain of our previously sold oil and gas properties under both state and federal laws. Refer to Note 10 for further discussion regarding our financial assurance obligations and Items 1. and 2. “Business and Properties” for a discussion of certain of such U.S. federal and state laws and regulations applicable to us. Approximately half of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries. Our ability to continue to provide guarantees depends on state and other regulatory requirements, our financial performance and our financial condition. Other forms of assurance, such as letters of credit and surety bonds, are costly to provide and, depending on our financial condition and market conditions, may be difficult or impossible to obtain. Failure to provide or maintain the required financial assurance could result in the closure of the affected properties.

Previous wording

Plans and provisions for mine closure, reclamation and remediation and oil and gas properties plugging and abandonment obligations may change over time as a result of changes in stakeholder and other third-party expectations, legislation, standards, and technical understanding and techniques, which may cause our actual costs of closure, reclamation and remediation and plugging and abandonment obligations to be higher than estimated for asset retirement obligations (AROs) and environmental obligations and could materially affect our financial position or results of operations. For example, our implementation of the Global Industry Standard for Tailings Management (the Tailings Standard) (refer to Items 1. and 2. “Business and Properties” for further discussion) has required changes and could require additional changes to our closure and reclamation plans or modifications to previously completed reclamation actions. 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. Any modifications to our closure and reclamation plans that may be required to address physical climate risks may increase our financial assurance obligations and may materially increase the actual costs associated with implementing closure and reclamation at any or all of our active or inactive mine sites or smelter sites. 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.

Current wording

Plans and provisions for mine closure, reclamation and remediation and oil and gas properties plugging and abandonment obligations may change over time as a result of changes in stakeholder and other third-party expectations, legislation, standards, and technical understanding and techniques, which may cause our actual costs of closure, reclamation and remediation and plugging and abandonment obligations to be higher than estimated for asset retirement obligations (AROs) and environmental obligations and could materially affect our financial position or results of operations. For example, our implementation of the Global Industry Standard for Tailings Management (the Tailings Standard) (refer to Items 1. and 2. “Business and Properties” for further discussion) has required changes to our closure and reclamation plans or modifications to previously completed reclamation actions. In addition, changes in precipitation patterns and other physical conditions could result in changes in our closure and reclamation plans to address such conditions, as well as associated financial assurance obligations, and may materially increase the actual costs associated with implementing such plans at any or all of our active or inactive mine sites or smelter sites. Refer to Notes 1 and 10 for further discussion of our environmental obligations and AROs.

Previous wording

We are, and may in the future become, involved in various legal proceedings and subject to other contingencies that have arisen or may arise in the ordinary course of our business or are associated with environmental matters, including those described in Note 10, Items 1. and 2. “Business and Properties” and in Item 3. “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 Department of Justice related to our public disclosures about the engineering design and construction of the new smelter in Indonesia, which is also the subject matter in a separate whistleblower complaint from a former contractor that we are defending before the 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 can 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. Further, to the extent that societal pressures or political or other factors are involved, it is possible that liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors. Management does not believe, based on currently available information, that the outcome of any individual legal proceeding currently pending 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.

Current wording

We are, and may in the future become, involved in various legal proceedings and subject to other contingencies that have arisen or may arise in the ordinary course of our business or are associated with environmental matters, including those described in Note 10, Items 1. and 2. “Business and Properties” and in Item 3. “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. 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 U.S. Department of Justice (DOJ) related to our public disclosures about the engineering design and construction of 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 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 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. Further, to the extent that societal pressures or political or other factors are involved, it is possible that liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors. Management does not believe, based on currently available information, that the outcome of any individual legal proceeding currently pending 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.

Previous wording

Changes in tax laws and regulations could have a material adverse effect on our financial condition.

Current wording

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

Previous wording

As a global business, we are subject to income, royalty, transaction and other taxes in the U.S. and various foreign jurisdictions. Uncertainties exist with respect to our tax liabilities, including those arising from changes in laws in the jurisdictions in which we do business. Additionally, we are subject to regular review and audit by both domestic and foreign tax authorities. Although we believe our tax estimates are reasonable, 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.

Current wording

As a global business, we are subject to income, royalty, transaction and other taxes in the U.S. and various foreign jurisdictions. Uncertainties exist with respect to our tax liabilities, including those arising from changes in laws and regulations and interpretations of such laws and regulations in the jurisdictions in which we do business. Further, we have significant net operating losses (NOLs) in the U.S. generated in prior years, which we believe are available to offset future regular taxable income. 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. We also are subject to regular review and audit by both domestic and foreign tax authorities. Although we believe our tax estimates are reasonable, 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.

Previous wording

We have significant net operating losses (NOLs) in the U.S. generated in prior years. 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.

Current wording

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.

Previous wording

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 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.

Current wording

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 15% minimum level of income tax. 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. Recommendations from the OECD regarding the 15% global minimum income tax, the safe harbor provisions and other changes are being considered and/or implemented in jurisdictions where we operate. 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. 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 for 2026. 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.

Previous wording

•Geopolitical tensions, conflicts and events, social and economic instability, bribery, extortion, corruption, civil unrest, blockades, acts of war, guerrilla activities, insurrection and terrorism, certain of which may result in, among other things, an inability to access our property or transport our commodities;

Current wording

•Geopolitical tensions, conflicts and events, social and economic instability, bribery, extortion, corruption, civil unrest, blockades, acts of war or other military conflicts, guerrilla activities, insurrection and terrorism, certain of which may result in, among other things, an inability to access our property or transport our commodities;

Previous wording

Accordingly, our activities in the U.S. and outside of the U.S. may be substantially affected by many external factors beyond our control, any of which could have a material adverse effect on our cash flows, results of operations and financial condition.

Current wording

Accordingly, our activities in and outside of the U.S. may be substantially affected by many external factors beyond our control, any of which could have a material adverse effect on our cash flows, results of operations, financial condition and trading price of our common stock.

Previous wording

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 Indonesian joint venture between PT-FI and Mitsubishi Materials Corporation (MMC). An affiliate of MMC serves as operator of PT Smelting (see Note 2). We have voluntarily notified the SEC and Department of Justice that we have engaged outside counsel to conduct this investigation of PT Smelting’s activities. 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 the investigation.

Current wording

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 Indonesian joint venture between PTFI and Mitsubishi Materials Corporation (MMC), and an affiliate of MMC serves as operator of PT Smelting (see Note 2). As previously reported, we voluntarily notified the SEC and DOJ that we engaged outside counsel to conduct the investigation of PT Smelting’s activities. 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.

Previous wording

In addition, our insurance does not cover most losses caused by the risks described above. For example, we do not have political risk insurance.

Current wording

In addition, our insurance does not cover most losses caused by the risks described above. For example, we do not maintain political risk insurance.

Previous wording

Maintaining a good working relationship with the Indonesia government, PT Mineral Industri Indonesia (Persero) (MIND ID), an Indonesia state-owned enterprise and shareholder in PT-FI, and the local population, is important because of the significance of our Indonesia operations to our business, and because our operations there are among Indonesia’s most significant business enterprises. Partially because of the Grasberg minerals district’s significance to Indonesia’s economy, the environmentally sensitive area where it is located, and the number of local people employed, our Indonesia operations have been the subject of political debates and criticism in the Indonesia press and have been the target of protests and occasional violence. Improper management of our working relationship with the Indonesia government, MIND ID or the local population could lead to a disruption of operations and/or impact our reputation in Indonesia and in the region where we operate, which could adversely affect our business.

Current wording

Maintaining a good working relationship with the Indonesia government, PT Mineral Industri Indonesia (MIND ID), an Indonesia state-owned enterprise and shareholder in PTFI, and the local population, is important because of the significance of our Indonesia operations to our business, and because our operations there are among Indonesia’s most significant business enterprises. Partially because of the Grasberg minerals district’s significance to Indonesia’s economy (including the downstream operations), the environmentally sensitive area where it is located, and the number of local people employed, our Indonesia operations have been the subject of political debates and criticism in the Indonesia press and have been the target of protests and occasional violence. Improper management of our working relationship with the Indonesia government, MIND ID or the local population could lead to a disruption of operations and/or impact our reputation in Indonesia and in the region where we operate, which could adversely affect our business.

Previous wording

For example, in 2009, the Indonesia government enacted a mining law that sought to modify PT-FI’s former contract of work, certain provisions of which were not required under or conflicted with PT-FI’s former contract of work. In December 2018, PT-FI was granted an IUPK to replace its former contract of work, enabling PT-FI to conduct operations in the Grasberg minerals district through 2041, subject to certain requirements. Refer to Note 11 for a summary of the IUPK’s key fiscal terms and requirement to develop additional smelting and refining capacity. Pursuant to regulations issued during 2024, PT-FI is eligible to apply for an extension of its mining rights beyond 2041, provided certain conditions are met. 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. We cannot guarantee that PT-FI will receive an extension of mining rights beyond 2041.

Current wording

The mining industry is subject to extensive regulation within Indonesia, and there have been major developments in laws and regulations applicable to mining concession holders, some of which have conflicted with PTFI’s contractual rights and may conflict with PTFI’s contractual rights in the future. For example, in 2009, the Indonesia government enacted a mining law that sought to modify PTFI’s former contract of work, certain provisions of which were not required under or conflicted with PTFI’s former contract of work. In December 2018, PTFI was granted an IUPK to replace its former contract of work, enabling PTFI to conduct operations in the Grasberg minerals district through 2041, subject to certain requirements. Refer to Note 11 for a summary of the IUPK’s key fiscal terms and requirement to develop additional smelting and refining capacity. Pursuant to regulations issued during 2024, PTFI is eligible to apply for an extension of its mining rights beyond 2041, provided certain conditions are met. Refer to Note 10 for a summary of such conditions and the risk factor below relating to potential extension.

Previous wording

Since 2019, the Indonesia government has enacted various laws and regulations related to downstream processing of various products. Refer to “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, export proceeds, smelter assurance bonds and PT-FI’s new smelter and PMR (collectively, PT-FI’s new downstream processing facilities) in Eastern Java, Indonesia.

Current wording

Since 2019, the Indonesia government has enacted various laws and regulations related to downstream processing of various products. Refer to “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, export proceeds, smelter assurance bonds and PTFI’s new smelter and precious metals refinery (PMR) (collectively, PTFI’s downstream processing facilities) in Eastern Java, Indonesia.

Previous wording

In 2024, Indonesia held national legislative elections, including the presidential election. Political considerations and administrative changes resulting from these elections or future elections could affect, among other things, national and local policies pertaining to foreign investment, permitting and export restrictions, which could adversely affect our Indonesia operations.

Current wording

Political considerations and administrative changes resulting from elections, including Indonesia’s most recent national legislative and presidential elections held in 2024 and future elections, could affect, among other things, national and local policies pertaining to foreign investment, permitting and export restrictions, which could adversely affect our Indonesia operations.

Previous wording

There can be no assurance that future regulatory changes affecting the mining industry in Indonesia will not be introduced or unexpectedly repealed, or that new interpretations of existing laws and regulations will not be issued, any of which may conflict with PT-FI’s contractual rights, which could adversely affect our business, financial condition and results of operations.

Current wording

There can be no assurance that future regulatory changes affecting the mining industry in Indonesia will not be introduced or unexpectedly repealed, or that new interpretations of existing laws and regulations will not be issued, any of which may conflict with PTFI’s contractual rights, which could adversely affect our business, financial condition and results of operations.

Previous wording

PT-FI will not mine all of the ore reserves in the Grasberg minerals district before the initial term of its IUPK expires in 2031. PT-FI’s IUPK may not be extended through 2041 if PT-FI fails to abide by its terms and conditions and applicable laws and regulations.

Current wording

PTFI will not mine all of the mineral reserves in the Grasberg minerals district before the initial term of its IUPK expires in 2031. PTFI’s IUPK may not be extended through 2041 if it fails to abide by its terms and conditions and applicable laws and regulations.

Previous wording

Under the terms of PT-FI’s IUPK, PT-FI has been granted mining rights through 2031, with rights to extend its mining rights through 2041, subject to certain terms and conditions. Refer to Note 11 for a summary of the IUPK’s key fiscal terms.

Current wording

Under the terms of its IUPK, PTFI has been granted mining rights through 2031, with rights to extend its mining rights through 2041, subject to certain terms and conditions. Refer to Note 11 for a summary of the IUPK’s key fiscal terms.

Previous wording

Our proven and probable mineral reserves in Indonesia reflect estimates of minerals that can be recovered through the end of 2041, and PT-FI’s current long-term mine plan and planned operations are based on the assumption that PT-FI will abide by the terms and conditions of the IUPK and will be granted the 10-year extension from 2031 through 2041. As a result, PT-FI will not mine all of these mineral reserves during the initial term of the IUPK. Prior to the end of 2031, we expect to mine 40% of aggregate proven and probable recoverable mineral reserves at December 31, 2024, representing 45% of FCX’s net equity share of recoverable copper reserves in Indonesia and 44% of FCX’s net equity share of recoverable gold reserves in Indonesia.

Current wording

Our proven and probable mineral reserves in Indonesia reflect estimates of minerals that can be recovered through the end of 2041, and PTFI’s current long-term mine plan and planned operations are based on the assumption that PTFI will abide by the terms and conditions of the IUPK and will be granted the 10-year extension from 2031 through 2041. As a result, PTFI will not mine all of these mineral reserves during the initial term of the IUPK. Prior to the end of 2031, we expect to mine 34% of aggregate proven and probable recoverable mineral reserves at December 31, 2025, representing 38% of FCX’s net equity share of recoverable copper reserves in Indonesia and 36% of FCX’s net equity share of recoverable gold reserves in Indonesia.

Previous wording

If PT-FI does not achieve full ramp-up at the new downstream processing facilities, or fulfill its defined fiscal obligations to the Indonesia government as set forth in the IUPK, the IUPK may not be extended from 2031 through 2041, and PT-FI would be unable to mine all of its proven and probable mineral reserves in the Grasberg minerals district, which could adversely affect our business, results of operations and financial position.

Current wording

If PTFI does not fulfill its defined fiscal and other obligations to the Indonesia government as set forth in the IUPK, the IUPK may not be extended from 2031 through 2041, and PTFI would be unable to mine all of its proven and probable mineral reserves in the Grasberg minerals district, which could adversely affect our business, results of operations and financial position.

Previous wording

We are facing continued geotechnical challenges because of the older age of some of our open-pit mines and a trend toward mining deeper pits and more complex deposits. There can be no assurance that unanticipated geotechnical and hydrological conditions may not occur, nor whether these conditions may lead to events such as landslides and pit wall failures, or that such events will be detected in advance. Geotechnical instabilities can be difficult to predict and are often affected by risks and hazards outside of our control, such as seismic activity or extreme weather, which have in the past and may in the future lead to floods, mudslides, pit-wall instability and possibly even slippage of material, which has and may in the future require suspension of operations and impact operating results.

Current wording

We are facing continued geotechnical challenges because of the older age of some of our mines and a trend toward mining deeper pits and more complex deposits. There can be no assurance that unanticipated geotechnical and hydrological conditions may not occur, nor whether these conditions may lead to events such as landslides and pit wall failures, or that such events will be detected in advance. Geotechnical instabilities can be difficult to predict and are often affected by risks and hazards outside of our control, such as seismic activity or extreme weather, which have in the past and may in the future lead to floods, mudslides, pit-wall instability and possibly even slippage of material, which has and may in the future require suspension of operations and impact operating results.

Previous wording

We also experience mining induced seismic activity, including landslides, from time to time in the Grasberg minerals district in addition to extreme weather. The mine site is in an active seismic area and has experienced earth tremors from time to time. In addition to the usual risks encountered in the mining industry, our Indonesia mining operations involve additional risks given their location in steep mountainous terrain in a remote area of Indonesia. These conditions have required us to overcome special engineering difficulties and develop extensive infrastructure facilities. The area also receives extreme rainfall, which has led to periodic floods and mudslides. 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. We cannot predict whether similar weather-related or seismic events will occur in the future or the extent to which any such event would affect these, or any of our other operations.

Current wording

We also experience mining induced seismic activity, including landslides, from time to time in the Grasberg minerals district in addition to extreme weather. The mine site is in an active seismic area and has experienced earth tremors from time to time. In addition to the usual risks encountered in the mining industry, our Indonesia mining operations involve additional risks given their location in steep mountainous terrain in a remote area of Indonesia. These conditions have required us to overcome special engineering difficulties and develop extensive infrastructure facilities. The area also receives extreme rainfall, which has led to periodic floods and mudslides. We cannot predict whether weather-related or seismic events will occur in the future or the extent to which any such event would affect our operations.

Previous wording

Underground mining operations have unique risks that can be particularly dangerous, such as those associated with supporting the underground openings. In May 2013, the rock structure above the ceiling of an underground training facility at the Grasberg minerals district collapsed, which resulted in 28 fatalities and 10 injuries. While we have implemented preventative measures, we cannot guarantee that any incidents will not occur in the future.

Current wording

Underground mining operations have unique risks that can be particularly dangerous, such as those associated with supporting the underground openings, a cave not propagating as anticipated, unplanned ground movement occurring from changes in stresses released in the surrounding rock, excessive water ingress and the presence of fine materials may also give rise to unplanned releases of material of varying properties and of water through drawbells or other openings. In September 2025, an unprecedented and unforeseeable mud rush incident occurred at the Grasberg Block Cave underground mine, which resulted in seven fatalities. Refer to the risk factor above and MD&A for further discussion of the September 2025 mud rush incident. In May 2013, the rock structure above the ceiling of an underground training facility at the Big Gossan in the Grasberg minerals district collapsed, which resulted in 28 fatalities and 10 injuries. While we have implemented and will continue to implement preventative measures and enhanced operating procedures, we cannot guarantee that any incidents will not occur in the future.

Previous wording

In addition, we could also be subject to additional operational risks at our smelters and refineries, including those specific to PT-FI once it is fully dependent on its ability to smelt and refine domestically all its concentrates. Any delay, suspension, loss of access, shutdown of affected facilities or limited availability and capacity related to these smelting and refinery facilities, including equipment or mechanical failures, fires, explosions, unanticipated or extended shutdowns, inability to sell certain by-products, lack of capacity to store certain by-products, extreme weather or natural disasters, social or political unrest or any major public health crisis, any of which may not be recognized as a force majeure event, may significantly impact our ability to export and sell our products, particularly in Indonesia even if alternative refineries or smelters outside of Indonesia are available, and could adversely impact our costs, revenues and results of operations or require us to revise our operating plans, including curtailing or modifying our mining and milling operations. 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.

Current wording

In addition, we could also be subject to additional operational risks at our smelters and refineries, including those specific to PTFI. Any delay, suspension, loss of access, shutdown of affected facilities or limited availability and capacity related to these smelting and refinery facilities, including equipment or mechanical failures, fires, explosions, unanticipated or extended shutdowns, inability to sell certain by-products, lack of capacity to store certain by-products, extreme weather or natural disasters, social or political unrest or any major public health crisis, any of which may not be recognized as a force majeure event, may significantly impact our ability to export and sell our products, particularly in Indonesia even if alternative refineries or smelters outside of Indonesia are available, and could adversely impact our costs, revenues and results of operations or require us to revise our operating plans, including curtailing or modifying our mining and milling operations. As discussed above and in Note 10, smelting operations in Indonesia were temporarily suspended during fourth-quarter 2025 as a result of limited copper concentrate availability following the September 2025 mud rush incident.

Previous wording

We maintain large leach pads and tailings impoundments containing viscous material. Our leaching innovation initiatives include measures that are intended to enhance solution flow through our leach stockpiles, which may increase risks for physical instability of such stockpiles. Tailings impoundments include large embankments that must be engineered, constructed and monitored to ensure structural stability and avoid structural collapse. Our tailings impoundments in arid areas must have effective programs to suppress fugitive dust emissions to meet regulatory requirements, which vary depending on location, and to limit potential impacts of dust emissions from our operations on surrounding communities and the environment. Additionally, we must effectively monitor, prevent and treat acid rock drainage at all of our operations. In Indonesia, we use a controlled riverine tailings management system, which presents other risks discussed in more detail in the risk factor below relating to the environmental challenges at our Indonesia mining operations.

Current wording

We maintain large stockpiles and tailings impoundments. Our leaching innovation initiatives include measures that are intended to enhance solution flow through our leach stockpiles, which may increase risks for solution spills or physical instability of such stockpiles. Tailings impoundments include large embankments that must be engineered, constructed and monitored to ensure structural stability and avoid structural collapse. Our tailings impoundments in arid areas must have effective programs to suppress fugitive dust emissions to meet regulatory requirements, which vary depending on location, and to limit potential impacts of dust emissions from our operations on surrounding communities and the environment. Additionally, we must effectively monitor, prevent and treat acid rock drainage at all of our operations. In Indonesia, we use a controlled riverine tailings management system, which presents other risks discussed in more detail in the risk factor below relating to the environmental challenges at our Indonesia mining operations.

Previous wording

As of December 31, 2024, we operated 15 active tailings storage facilities (13 in the U.S. and 2 in Peru), of which 10 have an upstream design and 5 have a centerline design. Additionally, we have one centerline tailing storage facility in development. We also manage 29 tailings storage facilities in the U.S. that are inactive or closed (23 with an upstream design, 2 with a centerline design and 4 with a downstream design) and another 25 that are deemed “safely closed” according to the definition in the Tailings Standard (22 with an upstream design and 3 with a centerline design). In 2024, we produced approximately 346 million metric tons of tailings globally. The failure of tailings storage facilities, other embankments or stockpiles at any of our mining operations could cause severe, and in some cases catastrophic, property and environmental damage and loss of life, as well as adverse effects on our business and reputation. Some of our tailings storage facilities are located in areas where a failure has the potential to impact individual dwellings, and at least one of our impoundments is in an area where a failure has the potential to impact nearby communities or mining infrastructure. There can be no assurance that a severe or catastrophic failure of any of our facilities will not occur in the future. For additional information regarding the company’s tailings management and stewardship program, including our implementation of the requirements of the Tailings Standard, refer to Items 1. and 2. “Business and Properties.”

Current wording

As of December 31, 2025, we operated 15 active tailings storage facilities (13 in the U.S. and 2 in Peru), of which 10 have an upstream design and 5 have a centerline design. Additionally, we have one centerline tailing storage facility in development. We also manage 9 tailings storage facilities in the U.S. that are inactive or closed (8 with an upstream design, and 1 with a centerline design) and another 45 that are deemed “safely closed” according to the definition in the Tailings Standard. In 2025, we produced approximately 326 million metric tons of tailings globally. The failure of tailings storage facilities, other embankments or stockpiles at any of our mining operations could cause severe, and in some cases catastrophic, property and environmental damage and loss of life, as well as adverse effects on our business and reputation. Some of our tailings storage facilities are located in areas where a failure has the potential to impact individual dwellings, and at least one of our impoundments is in an area where a failure has the potential to impact nearby communities or mining infrastructure. There can be no assurance that a severe or catastrophic failure of any of our facilities will not occur in the future. For further discussion regarding the company’s tailings management and stewardship program, including our implementation of the requirements of the Tailings Standard, refer to Items 1. and 2. “Business and Properties.”