Southern Copper Director Ariztegui Acquires 400 Shares Through Directors Stock Award Plan

Director Compensation Through Equity Awards at Southern Copper

Ariztegui Andreve Vicente, who serves as a director of Southern Copper Corporation, received 400 shares of common stock on July 24, 2026, as part of the company's Directors' Stock Award Plan. This equity compensation mechanism allows the company to provide board members with a direct financial interest in shareholder value creation. The filing indicates that the transaction qualifies as an exempt transaction under Rule 16b-3(d) of the Securities Exchange Act, a provision that recognizes director compensation arrangements as legitimate non-trading transactions that should not trigger short-swing profit restrictions.

The use of equity-based compensation for board service aligns director incentives with those of long-term shareholders. By granting shares rather than cash compensation, Southern Copper ensures that its board members maintain ongoing exposure to the company's stock performance and strategic decisions. The Directors' Stock Award Plan represents a common practice among publicly traded corporations seeking to enhance governance alignment and board retention through meaningful equity participation.

Updated Beneficial Ownership Position Following the July 2026 Transaction

Following the acquisition of 400 shares, Vicente's beneficial ownership in Southern Copper increased to a total of 11,070 shares held in direct form. This position reflects his accumulated holdings from previous compensation awards and market transactions over his tenure with the company. The direct ownership structure indicates that Vicente maintains clear and unencumbered beneficial ownership of these securities without any intermediary or indirect ownership arrangements.

The beneficial ownership figures disclosed in regulatory filings provide transparency regarding the financial stake that company insiders hold in the organization. Investors monitoring insider ownership patterns may view director share accumulation through equity compensation plans as an indicator of management confidence in the company's long-term prospects. The size and composition of insider holdings can offer context for understanding board members' alignment with shareholder interests in strategic decision-making.

Regulatory Classification and Exemption Status

The transaction completed by Vicente qualifies as an exempt transaction under SEC Rule 16b-3(d), which provides safe harbor treatment for equity grants to directors and officers that are approved by compensation committees or shareholders. This exemption recognizes that director compensation awards serve legitimate corporate governance purposes and should not be subject to the same trading restrictions that apply to ordinary securities transactions by insiders. The exemption classification means that Vicente is not required to forfeit any profits from this transaction under the short-swing profit rules that typically apply to officer and director transactions within a six-month window.

Rule 16b-3(d) exemptions are commonly granted for equity compensation plans that meet specific structural and procedural requirements. These requirements typically include board or committee approval, limitations on exercise or sale periods, and documentation demonstrating the non-discretionary nature of the grant. By utilizing this exemption framework, Southern Copper can efficiently administer its director compensation program while maintaining full compliance with Securities Exchange Act requirements and providing regulatory clarity to both the company and its board members.

Southern Copper Corporation's Board Leadership and Governance

Southern Copper Corporation, which trades on the New York Stock Exchange under the ticker SCCO, maintains a board of directors responsible for overseeing the company's operations, strategic direction, and risk management. Directors at publicly traded mining and metals companies face particular governance demands given the capital intensity of the business, commodity price volatility, and operational complexities associated with large-scale mining operations. Board compensation structures must balance the need to attract experienced directors with cost considerations and alignment with shareholder interests.

The company's use of equity awards for director compensation reflects broader governance best practices in the mining and metals sector. By granting shares to board members, Southern Copper creates ongoing incentive alignment that encourages directors to consider long-term value creation rather than short-term performance metrics. This approach has become standard practice across major mining corporations and other capital-intensive industries where complex operational and strategic decisions require director expertise and sustained engagement.

SEC Reporting Requirements for Insider Transactions

Section 16 of the Securities Exchange Act requires officers, directors, and principal shareholders of publicly traded companies to report changes in their beneficial ownership. Form 4 filings, officially titled "Statement of Changes in Beneficial Ownership," must be filed within two business days of the transaction date. Vicente's transaction on July 24, 2026, was reported on July 28, 2026, in compliance with these regulatory timelines. The filing was executed on behalf of the director by Andres C. Ferrero, identified as an attorney-in-fact, a common practice that allows companies to centralize compliance administration.

These reporting requirements serve important transparency functions by enabling investors, regulators, and other market participants to monitor insider trading activity and beneficial ownership changes. The public disclosure of insider transactions allows shareholders to assess whether company leadership is accumulating or divesting shares, which may signal management views regarding company valuation and prospects. Aggregate insider trading data across multiple companies and time periods can also provide macroeconomic indicators regarding confidence levels among corporate leaders about equity markets and economic conditions.

Form 4 Filing Details and Reporting Person Identification

The Form 4 filing identifies Ariztegui Andreve Vicente as the reporting person, with a business address at Southern Copper Corporation's Phoenix, Arizona headquarters located at 7310 North 16th Street, Suite 135. The filing confirms Vicente's director status through the applicable checkbox in Section 5 of the form, which allows reporting persons to specify their relationship to the issuer. The form does not indicate that Vicente holds officer positions or qualifies as a 10% principal shareholder, limiting his disclosure obligations to director-level insider trading reports.

The address provided in the Form 4 represents Southern Copper's corporate headquarters in Phoenix and serves as the registered address for receiving official communications from the company. The use of a centralized corporate address for insiders filing reports is standard practice and facilitates regulatory documentation and shareholder communications. The filing's complete identification information ensures that the Securities and Exchange Commission and public shareholders maintain accurate records of who holds beneficial ownership in the company and when those positions change.

Transaction Code Documentation and Securities Classification

The filing uses transaction code "A," which indicates that the securities were acquired rather than disposed of or otherwise modified. The securities acquired are classified as common stock, representing voting equity ownership in Southern Copper Corporation without any special rights, preferences, or restrictions. Common stock represents the fundamental ownership security issued by publicly traded corporations and typically carries voting rights in shareholder elections and on major corporate matters subject to shareholder approval. The acquisition of 400 common shares represents a straightforward increase in Vicente's equity position in the company.

The transaction's classification as a non-derivative security acquisition distinguishes it from more complex instruments such as options, warrants, or convertible securities. The Form 4 filing demonstrates that no derivative securities transactions occurred during the reported period, and Table II addressing derivative securities remained empty. This straightforward structure reflects the routine nature of director equity compensation awards, which typically involve direct share grants rather than complex derivative instruments with exercise prices, expiration dates, or conditional vesting structures.

Insider Ownership Patterns and Market Transparency

The aggregate beneficial ownership figure of 11,070 shares following Vicente's July 2026 acquisition provides investors with a benchmark for understanding his cumulative financial interest in Southern Copper. While the filing does not disclose the specific price at which the shares were granted or the date of Vicente's initial board appointment, the total ownership position reflects years of director service and accumulated equity compensation. Investors tracking insider ownership positions may monitor how board members' shareholdings evolve over time as an indicator of sustained confidence in company management and strategy.

Beneficial ownership disclosures contribute to market efficiency by enabling investors to identify concentration of ownership among insiders and assess whether management and board members maintain meaningful financial stakes aligned with shareholder interests. When directors consistently accumulate shares through compensation plans over multiple years, this pattern may suggest positive views regarding the company's competitive positioning and growth prospects. Conversely, significant share dispositions by insiders can sometimes signal concerns about valuation levels or business outlook, though such interpretations require careful analysis and context-specific evaluation.

Compliance Framework and Attorney-in-Fact Authorization

The Form 4 filing was executed and signed on behalf of Ariztegui Andreve Vicente by Andres C. Ferrero, identified as an attorney-in-fact. This authorization structure allows corporations to delegate compliance administration and regulatory filing responsibilities to designated legal representatives, streamlining the process of reporting insider transactions across multiple directors and officers. The use of power of attorney arrangements is common practice among large corporations with multiple insiders subject to Section 16 reporting obligations, as it centralizes compliance expertise and reduces administrative burden on individual directors who may lack detailed knowledge of securities law requirements.

The attorney-in-fact signature on July 28, 2026, confirms that the filing was completed and submitted in compliance with SEC deadlines and formatting requirements. This arrangement does not diminish the legal responsibility of the reporting person, Vicente, for the accuracy and completeness of the information disclosed. The Securities and Exchange Commission maintains enforcement authority over both the reporting person and any representatives involved in filing preparation, ensuring that filings contain truthful and complete information regarding beneficial ownership changes and related transactions.