Tessenderlo invests $400 million in FMC (NYSE: FMC) for 20% stake
Rhea-AI Filing Summary
FMC Corporation agreed to a strategic minority equity investment from Tessenderlo Group, which will purchase 30,319,166 FMC common shares at $13.30 per share for an aggregate $403,244,907.80. After closing, Tessenderlo is expected to hold about 20.0% of FMC’s outstanding stock, pending customary regulatory approvals.
At closing, Tessenderlo will gain one board seat and a board observer while committing to vote its shares with the board’s recommendations on most matters, observe standstill restrictions, and accept a 36‑month lock‑up on transfers, subject to exceptions. FMC plans to use the proceeds to pay down debt toward its approximately $1 billion debt reduction target, supporting its strategy to operate independently while advancing its R&D pipeline and commercialization plans.
Positive
- Strategic $400 million equity investment and deleveraging: Tessenderlo Group will invest approximately $400 million at $13.30 per share, and FMC intends to use the proceeds to pay down debt toward its roughly $1 billion reduction target, improving leverage and supporting its independent growth strategy.
Negative
- None.
Insights
FMC secures a large strategic equity infusion to deleverage and stay independent.
FMC Corporation is raising approximately $400 million via a private stock sale to Tessenderlo Group at $13.30 per share, giving Tessenderlo about 20.0% ownership at closing. This is a sizable primary equity issuance that directly strengthens FMC’s balance sheet.
FMC states it intends to use the proceeds to pay down debt toward its approximately $1 billion debt reduction goal, which should improve leverage and financial flexibility. Governance terms include one board seat, one observer, standstill provisions, and a 36‑month lock‑up, balancing Tessenderlo’s influence with protections for other shareholders.
The transaction concludes FMC’s previously announced strategic review and supports its plan to continue as an independent agricultural sciences company while funding its R&D pipeline and commercialization efforts. Actual long‑term impact will depend on execution of its operational strategy and market conditions disclosed in future filings.
8-K Event Classification
Key Figures
Key Terms
Stock Purchase Agreement financial
Investor Agreement financial
Registration Rights Agreement financial
standstill restrictions regulatory
Lock Up Period financial
preemptive rights financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2026 (
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On June 30, 2026, FMC Corporation, a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tessenderlo Group NV, a public limited company incorporated under the laws of Belgium (the “Investor”) pursuant to which the Company agreed to sell to the Investor an aggregate of 30,319,166 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at a price per share of $13.30, for an aggregate purchase price of $403,244,907.80 (the “Investment”). The Investor currently owns less than 1.0% of the outstanding shares of Common Stock. Upon consummation of the Investment, and taking into account the shares of Common Stock currently held by the Investor, the Investor is expected to own approximately 20.0% of the outstanding shares of Common Stock.
The closing of the Investment (the “Closing”) is subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.
The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and of the Investor, on the other hand.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Investor Agreement
The Purchase Agreement contemplates that, at the Closing, the Company and the Investor will enter into an investor agreement (the “Investor Agreement”).
Pursuant to the terms of the Investor Agreement, for so long as the Investor holds at least 10.0% of the outstanding shares of Common Stock, (i) at the first regularly scheduled meeting of the Company’s board of directors (the “Board”) following the Closing, the Company will increase the size of the Board by one member and appoint a candidate nominated by the Investor to fill such vacancy (the “Initial Investor Nominee”) and (ii) the Investor will have a right to nominate a candidate (the “Investor Nominee”) to be considered for inclusion in the slate of nominees recommended by the Board to stockholders for election at any meeting of stockholders held for the election of directors. The Initial Investor Nominee and the Investor Nominees are required to be independent directors under the listing rules of the New York Stock Exchange. The Investor will also have the right to one Board observer for so long as the Investor holds at least 10.0% of the outstanding shares of Common Stock.
Pursuant to the terms of the Investor Agreement, the Investor will also agree that, during the period commencing at the Closing and ending on the date on which both (i) the Investor owns less than 10% of the outstanding shares of Common Stock and (ii) at least 12 months have passed since an Investor Nominee last served as a director, at each meeting of stockholders of the Company, the Investor will cause all Common Stock beneficially owned by the Investor or any of its affiliates or associates (each as defined under the Securities Exchange Act of 1934, as amended) to be voted in accordance with the recommendation of the Board for all matters submitted to a vote of the stockholders of the Company, other than any matter involving a change of control of the Company.
For so long as the Investor or any of its permitted transferees holds any shares of Common Stock, the Investor and its affiliates and associates will be subject to customary standstill restrictions limiting or prohibiting, among other things, the acquisition of additional shares of Common Stock, proposing a merger or other extraordinary transaction, soliciting proxies or assisting any other person in connection with any of the foregoing. The standstill restrictions will fall away under certain circumstances, including the entry by the Company into a change of control transaction.
Under the Investor Agreement, for a period of 36 months following the Closing (the “Lock Up Period”), the Investor and its affiliates will be prohibited from transferring, or hedging its direct or indirect exposure to, any Common Stock, subject to certain exceptions. Following the expiration of the Lock Up Period, the Investor will be able to transfer its Common Stock; provided that in no event can the Investor transfer to (i) any competitor of the Company, (ii) an activist or (iii) any transferee that would become a holder of 4.9% or more of the outstanding shares of Common Stock after giving effect to such transfer, subject to certain exceptions.
For so long as Investor holds at least 10.0% of the outstanding shares of Common Stock, the Company grants the Investor customary preemptive rights on issuances of shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, subject to customary exceptions. The Investor will also have the right to acquire shares of Common Stock during specified periods to maintain an ownership percentage of 20.0% of the outstanding shares of Common Stock, subject to termination under certain circumstances.
Investor will also have the right to receive certain information and be subject to customary confidentiality provisions.
The foregoing summary of the form of Investor Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Investor Agreement, a copy of which is filed as Exhibit A to the Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Registration Rights Agreement
The Purchase Agreement also contemplates that, at the Closing, the Company and the Investor will enter into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agrees to grant the Investor eight demand registration rights with respect to shares of Common Stock held by the Investor, provided that the Investor may not exercise such right more than once every 120 days.
The Company has also agreed to, among other things, indemnify the Investor and its officers, directors, agents and representatives and each other person, if any, who controls the Investor, under any registration statement from certain liabilities and pay all fees and expenses (excluding any underwriting discounts and commissions and transfer taxes, if any) incident to the Company’s obligations under the Registration Rights Agreement.
The foregoing summary of the form of Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, a copy of which is filed as Exhibit B to the Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.
The securities to be sold to the Investor under the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, or under any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Investor. The sale is not being conducted in connection with a public offering and no public solicitation or advertisement will be made in connection with the sale of the Common Stock. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, the Company made available a press release announcing the Investment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1† | Stock Purchase Agreement, dated June 30, 2026, by and between FMC Corporation and Tessenderlo Group NV, including the form of Investor Agreement attached as Exhibit A thereto and the form of Registration Rights Agreement attached as Exhibit B thereto | |
| 99.1 | Press Release, dated June 30, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
| † | Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FMC CORPORATION (Registrant)
| |||
| Date: July 1, 2026 | By: | /s/ Andrew D. Sandifer | |
| Name: Andrew D. Sandifer | |||
| Title: Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
FMC Media contact: Nicole Canning
1.215.299.5916
Nicole.Canning@fmc.com
FMC Investor contact: Curt Brooks
1.215.299.6137
curt.brooks@fmc.com
Tessenderlo CFO – Investor Relations:
Miguel de Potter
+32 2 887 09 58
ir@tessenderlo.com
Tessenderlo VP Group Communications & Sustainability - Media:
Bjorn Theijs
Groupcommunication@tessenderlo.com
FMC Corporation Reaches Agreement for $400 Million Minority Equity Investment from Tessenderlo Group
| · | Tessenderlo Group's investment reflects its strategy of making cornerstone minority investments in high-quality companies |
| · | Investment enables FMC to achieve approximately $1 billion debt paydown target |
| · | FMC concludes strategic options review |
| · | FMC maintains focus on delivering on its operational and strategic plan |
PHILADELPHIA and BRUSSELS, June 30, 2026 - FMC Corporation (NYSE: FMC), a leading global agricultural sciences company, and Tessenderlo Group (XBRU: TESB), a Belgian-based industrial group, today announced that they have entered into a definitive agreement under which Tessenderlo Group will make a strategic minority equity investment in FMC Corporation of approximately $400 million USD at a price of $13.30 per share. Upon completion of the transaction, Tessenderlo Group will own approximately 20.0% of the outstanding shares of FMC common stock.
“Our investment in FMC perfectly aligns with Tessenderlo Group’s strategy to expand our agro platform through strategic cornerstone investments whereby we take a minority position in high-quality companies. FMC offers an attractive opportunity to invest in a business with meaningful long-term potential driven by a new generation of proprietary molecules that are renewing its portfolio and strengthening its competitive position,” said Luc Tack, chief executive officer, Tessenderlo Group.
“This agreement follows a comprehensive and deliberate process, and our Board is confident that entering into this agreement is the best path forward for our company and its shareholders,” said Pierre Brondeau, chairman, chief executive officer and president.
This transaction represents the conclusion of the FMC Board of Directors’ exploration of strategic options, which was announced in February 2026. FMC intends to use the funds to pay down debt, allowing the Company to reach its approximately $1 billion debt paydown target. With this investment, FMC is well positioned to execute on its operational and strategic plan as an independent company, which includes advancing its R&D pipeline and accelerating the commercialization of its innovations.
In addition to the investment by Tessenderlo Group, over the past several months, FMC has taken a number of steps toward its goals of unlocking capital, sharpening its strategic focus and improving financial flexibility, including:
| · | Amended its Revolving Credit Facility to achieve significant covenant relief; |
| · | Raised $1.2 billion in a secured high-yield bond offering; |
| · | Signed an agreement to sell the Company’s India commercial business for $252 million; |
| · | Entered into a strategic supply and license agreement with Corteva, Inc., which includes an initial prepayment of $200 million; and |
| · | Signed a framework agreement for a $114 million sale & leaseback of its Newark, Delaware property. |
Brondeau concluded, “We believe the strategic and operational actions taken by FMC over the last several months, combined with our significantly improved leverage and liquidity position, will deliver value to our shareholders, putting FMC on a path to growth as we strongly serve our customers and markets.”
The closing of the transaction is subject to customary conditions, including the receipt of regulatory approvals.
BofA Securities and Goldman Sachs & Co. LLC are serving as financial advisors and Davis Polk & Wardwell LLP is serving as legal counsel to FMC Corporation.
Stibbe BV/SRL and Sullivan & Cromwell LLP are serving as legal advisors to Tessenderlo Group NV.
About FMC
FMC Corporation is a global agricultural sciences company dedicated to helping growers produce food, feed, fiber and fuel for an expanding world population while adapting to a changing environment. FMC's innovative crop protection solutions – including biologicals, crop nutrition, digital and precision agriculture – enable growers and crop advisers to address their toughest challenges economically while protecting the environment. FMC is committed to discovering new herbicide, insecticide and fungicide active ingredients, product formulations and pioneering technologies that are consistently better for the planet. Visit fmc.com to learn more and follow us on LinkedIn®.
About Tessenderlo Group
Tessenderlo Group is an industrial group that focuses on agriculture, valorising bio-residuals, machinery, mechanical engineering, electronics, energy, and providing industrial solutions with a focus on water. With its headquarters in Belgium, the group is active in over 100 countries and it has a global team of approximately 7,000 employees. Its belief that “Every Molecule Counts” is at the heart of the strategy of the group: Tessenderlo Group continually strives to valorise its products and processes to the maximum and to add value to everything it does. In 2025,
Tessenderlo Group recorded a consolidated revenue of 2.8 billion EUR. Tessenderlo Group is listed on Euronext Brussels and is part of the Next 150 and BEL Mid indices. Financial News wires: Bloomberg: TESB BB - Reuters: TESB.BR - Datastream: B:Tes. For more information about Tessenderlo Group, its people, its brands, and its results, please visit www.tessenderlo.com.
FMC Disclaimer
Statement under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: FMC and its representatives may from time to time make written or oral statements that are "forward-looking" and provide other than historical information, including statements contained in this press release, information regarding the proposed transaction, the ability to negotiate a leaseback agreement, any impact on FMC's research operations, and the expected timing of and proceeds from the proposed transaction.
In some cases, FMC has identified these forward-looking statements by such words or phrases as "outlook", "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends" or similar expressions identifying "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words or phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement, including risks relating to the proposed transaction and the risk that the proposed transaction is not successfully completed. These statements are qualified by reference to the risk factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"), the section captioned "Forward-Looking Information" in Part II of the 2025 Form 10-K and to similar risk factors and cautionary statements in all other reports and forms filed with the Securities and Exchange Commission ("SEC"). We wish to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement.
We specifically decline to undertake any obligation, and specifically disclaims any duty, to publicly update or revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.
Tessenderlo Group Disclaimer
This document may contain forward-looking statements. Such statements reflect the views of management regarding future events at the date of this document. Furthermore, they involve known and unknown risks, uncertainties and other factors that may cause actual results to be different from any results, performance or achievements expressed or implied by such forward-looking statements. Tessenderlo Group provides the information in this press release as at the date of publication and, subject to applicable legislation, does not undertake any obligation to update, clarify or correct any forward-looking statements contained in this press release in light of new information, future events or otherwise. Tessenderlo Group disclaims any liability for statements made or published by third parties (including any employees who are not explicitly mandated by Tessenderlo Group) and, subject to applicable legislation, does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release it issues.