FMC (NYSE: FMC) issues $1.2B 8% senior secured notes to refinance debt

Rhea-AI Filing Summary

FMC Corporation completed a private offering of $1.2 billion of 8.000% Senior Secured Notes due 2031. The notes were issued at 100% of principal and are senior secured obligations, guaranteed by various U.S. and international subsidiaries and secured by first‑priority liens on substantial company and subsidiary assets.

FMC expects net proceeds of about $1.185 billion, which it plans to use to repurchase or redeem its 3.200% Senior Notes due October 1, 2026, repay borrowings under its Fifth Amended and Restated Credit Agreement, and for general corporate purposes including repayment of other debt. The notes carry semi‑annual interest payments and include customary redemption, change‑of‑control repurchase and covenant protections for noteholders.

Insights

Corporate credit analyst

FMC adds long-term secured debt to refinance nearer-term obligations.

FMC Corporation has issued $1.2 billion of 8.000% Senior Secured Notes due 2031, a sizable long-term borrowing. The notes are fully guaranteed by key subsidiaries and secured by first‑priority liens on substantial operating assets and certain equity interests.

The company expects net proceeds of about $1.185 billion, earmarked to repurchase or redeem 3.200% Senior Notes due 2026, repay borrowings under its existing credit agreement, and address other debt. This shifts part of FMC’s debt stack toward a longer maturity at a higher fixed coupon, while tightening covenant and collateral packages around the capital structure.

The 8.000% coupon and secured status reflect lender protections and current credit conditions for FMC. Future disclosures in periodic reports will clarify how this refinancing affects leverage, interest expense and liquidity once the older notes are retired and credit facility balances are reduced.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Senior secured notes issued: $1.2 billion aggregate principal amount Net proceeds: $1.185 billion (approximate) Coupon rate: 8.000% per annum +5 more

8 metrics

Senior secured notes issued $1.2 billion aggregate principal amount 8.000% Senior Secured Notes due 2031

Net proceeds $1.185 billion (approximate) After discounts, commissions and expenses from the offering

Coupon rate 8.000% per annum Interest on Senior Secured Notes, payable semi-annually

Maturity date June 1, 2031 Final maturity of the Senior Secured Notes

Legacy notes to be addressed 3.200% Senior Notes due October 1, 2026 Targeted for repurchase or redemption using proceeds

Equity claw capacity Up to 40% of aggregate principal amount Redeemable prior to June 1, 2028 with certain equity proceeds

Change-of-control repurchase price 101% of outstanding principal Plus accrued and unpaid interest upon change of control

Asset sale repurchase price 100% of outstanding principal Plus accrued and unpaid interest after qualifying asset sale or casualty event

Key Terms

Senior Secured Notes, Indenture, make-whole premium, change of control, +2 more

6 terms

Senior Secured Notes financial

"private offering of $1.2 billion aggregate principal amount of its 8.000% Senior Secured Notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Indenture regulatory

"The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 5, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole premium financial

"may redeem some or all of the Notes at a price equal to 100% ... plus the applicable “make-whole” premium set forth in the Indenture"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

change of control financial

"Upon the occurrence of a change of control as set forth in the Indenture, the Company will be required to offer to repurchase"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Regulation S regulatory

"for resale to persons reasonably believed to be qualified institutional buyers .S. persons in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

events of default regulatory

"The Indenture also contains customary events of default, including upon the failure to make timely payments on the notes"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

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Understanding 8-K Material Events →

FMC CORP false 0000037785 0000037785 2026-06-05 2026-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

FMC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-2376		94-0479804
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2929 Walnut Street Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 215-299-6000

(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 obligations 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
Common Stock, par value $0.10 per share		FMC		New York Stock Exchange

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.

On June 5, 2026, FMC Corporation (the “Company”) completed its previously announced private offering (the “Offering”) of $1.2 billion aggregate principal amount of its 8.000% Senior Secured Notes due 2031 (the “Notes”). The Notes were sold under a purchase agreement, dated as of May 21, 2026, entered into by and among the Company, the Subsidiary Guarantors (as defined below) party thereto and Citigroup Global Markets Inc., as representative of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The Notes were issued at a price equal to 100% of their principal amount. The Company estimates that the net proceeds from the Offering will be approximately $1.185 billion, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses. The Company intends to use the net proceeds from the Offering to fund the repurchases or redemption of the Company’s outstanding 3.200% Senior Notes due October 1, 2026, to repay outstanding borrowings under the Company’s Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, and for general corporate purposes, including the repayment of other debt.

Indenture and Notes

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 5, 2026, between the Company, the Subsidiary Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and notes collateral agent (the “Notes Collateral Agent”). The Notes are senior secured obligations of the Company and bear interest at a rate of 8.000% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on June 1, 2031, unless earlier redeemed or repurchased in accordance with their terms.

The Notes will be fully and unconditionally guaranteed, jointly and severally, by various subsidiaries of the Company organized under the laws of the United States, Switzerland, the Netherlands, Canada and Singapore (the “Subsidiary Guarantors”).

The Notes and related note guarantees will be secured by first-priority liens on (i) substantially all of the assets of the Company and the Subsidiary Guarantors organized under the laws of the United States, Canada and Switzerland, other than certain excluded property and (ii) all the equity interests held by the Subsidiary Guarantors organized under the laws of Singapore and the Netherlands in their respective subsidiaries (collectively, the “Collateral”).

Redemption

At any time prior to June 1, 2028, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus the applicable “make-whole” premium set forth in the Indenture. Prior to June 1, 2028, the Company may also redeem up to 40% of the aggregate principal amount of the Notes (which includes additional Notes, if any) in an amount not to exceed the amount of the proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest.

At any time after June 1, 2028, the Company may redeem some or all of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest.

Repurchase

Upon the occurrence of a change of control as set forth in the Indenture, the Company will be required to offer to repurchase all of the then outstanding Notes at a price equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but excluding, the purchase date.

Subject to certain conditions and exceptions, the Company will be required to use the proceeds of any asset sale or casualty event (each as set forth in the Indenture) to offer to repurchase all of the then outstanding Notes on a pro rata basis at a price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest.

Certain Covenants

The Indenture limits the ability of the Company and the restricted subsidiaries to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) issue certain preferred stock or similar equity securities; (v) make loans or investments; (vi) sell assets; (vii) incur liens; and (viii) consolidate, merge or sell all or substantially all of their respective assets. These covenants are subject to a number of important qualifications and exceptions as set forth in the Indenture.

The Indenture also contains customary events of default, including upon the failure to make timely payments on the notes, the failure to satisfy certain covenants, cross-defaults to material indebtedness, judgment defaults and specified events of bankruptcy, insolvency and reorganization (subject in certain cases to customary grace and cure periods).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

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 Current Report, in FMC’s other filings with the SEC, and in presentations, reports or letters to FMC stockholders.

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. 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 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.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits:

Exhibit No.		Description
4.1		Indenture, dated as of June 5, 2026, by and between the Company, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent.
4.2		Form of Global Note, representing the Company’s 8.000% Senior Secured Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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)
By:		/s/ Andrew D. Sandifer
		Andrew D. Sandifer
Title:		Executive Vice President and Chief Financial Officer

Date: June 5, 2026

FAQ

What type of debt did FMC (FMC) issue in June 2026?

FMC issued $1.2 billion aggregate principal amount of 8.000% Senior Secured Notes due 2031. These notes are senior secured obligations, fully and unconditionally guaranteed by various subsidiaries and backed by first‑priority liens on substantial FMC and subsidiary assets.

How will FMC (FMC) use the $1.185 billion net proceeds from the notes?

FMC plans to use about $1.185 billion net proceeds to fund repurchases or redemption of its 3.200% Senior Notes due October 1, 2026, repay borrowings under its Fifth Amended and Restated Credit Agreement, and for general corporate purposes including repayment of other debt.

What are the key terms of FMC’s 8.000% Senior Secured Notes due 2031?

The notes bear 8.000% annual interest, payable semi‑annually on June 1 and December 1, starting December 1, 2026, and mature on June 1, 2031. They are secured by first‑priority liens on substantial FMC and subsidiary assets and guaranteed by designated subsidiaries.

Can FMC (FMC) redeem the new notes before 2031?

Yes. Before June 1, 2028, FMC may redeem notes at 100% plus accrued interest and a make‑whole premium, and may redeem up to 40% using proceeds of certain equity offerings. After June 1, 2028, specified redemption prices apply, plus accrued interest.

What protections do FMC noteholders have in a change of control or asset sale?

If a change of control occurs, FMC must offer to repurchase all outstanding notes at 101% of principal plus accrued interest. Following certain asset sales or casualty events, FMC generally must offer to repurchase notes pro rata at 100% of principal plus accrued interest, subject to conditions and exceptions.

What covenants are included in FMC’s new Indenture for the 2031 notes?

The Indenture limits FMC and its restricted subsidiaries from actions like incurring additional debt, paying certain dividends, prepaying specified debt, issuing certain preferred stock, making investments, selling assets, incurring liens, or merging and selling substantially all assets, subject to important qualifications and exceptions.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 929.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB