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New covenants and collateral in FMC (NYSE: FMC) amended credit deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FMC Corporation entered into Amendment No. 6 to its Fifth Amended and Restated Credit Agreement with Citibank and other lenders on April 16, 2026. The amendment adjusts the maximum leverage and minimum interest coverage ratios for certain quarters and adds a maximum secured leverage ratio.

FMC designates certain subsidiaries as guarantors of the credit facility and grants security interests in specified assets, including pledges of certain subsidiary equity interests, to secure its obligations. The amendment also revises existing negative covenants and adds new restrictions on transfers of material assets and other items.

Positive

  • None.

Negative

  • None.
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.
Maximum secured leverage ratio 3.50 to 1.00 As of the last day of each fiscal quarter under amended credit agreement
maximum secured leverage ratio financial
"establishes a maximum secured leverage ratio of not more than 3.50 to 1.00"
minimum interest coverage ratio financial
"modifies the maximum leverage ratio and the minimum interest coverage ratio for certain quarters"
Subsidiary Guarantors financial
"the Company designates certain of its subsidiaries as guarantors (the “Subsidiary Guarantors”)"
security interests financial
"grant security interests in certain of their assets and pledge certain equity interests"
A security interest is a legal claim a lender or creditor has on a borrower's specific assets to ensure repayment; if the borrower fails to pay, the creditor can seize those assets to recoup losses. For investors, security interests change how risky a company's debt and assets are because they determine who gets paid first in financial trouble—think of it like a mortgage on a house that gives one lender first dibs on the sale proceeds.
negative covenants financial
"makes certain modifications to the negative covenants on liens, fundamental changes, and indebtedness"
Understanding 8-K Material Events →
FMC CORP false 0000037785 0000037785 2026-04-16 2026-04-16
 
 

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): April 16, 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)

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

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

 

 

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))

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 April 16, 2026, FMC Corporation (the “Company”) and certain subsidiaries of the Company entered into Amendment No. 6 (the “Amendment”) to that certain Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022 (the “Credit Agreement”), among the Company, certain of the Company’s subsidiaries from time to time party thereto, Citibank, N.A., as administrative agent, and each lender and issuing bank from time to time party thereto (the “Lenders”). The Amendment modifies the maximum leverage ratio and the minimum interest coverage ratio for certain quarters and establishes a maximum secured leverage ratio of not more than 3.50 to 1.00 as of the last day of each fiscal quarter, in each case as further detailed in the Amendment.

Additionally, pursuant to the Amendment, the Company designates certain of its subsidiaries as guarantors (the “Subsidiary Guarantors”), and the Subsidiary Guarantors agree to become guarantors and guarantee the Company’s obligations under the Credit Agreement. The Company and the Subsidiary Guarantors also grant security interests in certain of their assets and pledge certain equity interests in their respective subsidiaries as collateral to secure the obligations under the Credit Agreement. The Amendment also makes certain modifications to the negative covenants on liens, fundamental changes, and indebtedness, and adds negative covenants on transfers of material assets and other items.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The schedules and exhibits to the Amendment have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted schedules or exhibits to the SEC upon request.

Some of the Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate and foreign exchange arrangements with some of the Lenders and their affiliates.

 

Item 2.03.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

10.1    Amendment No. 6, dated as of April 16, 2026, to Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, among FMC Corporation, certain subsidiaries of FMC Corporation party thereto, each lender and issuing bank party thereto, and Citibank, N.A., as Administrative Agent for such lenders.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

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 thereunto duly authorized.

 

        FMC CORPORATION
        (Registrant)
Date: April 20, 2026     By:  

/s/ Andrew D. Sandifer

      Andrew D. Sandifer
      Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did FMC (FMC) change in its credit agreement on April 16, 2026?

FMC entered Amendment No. 6 to its Fifth Amended and Restated Credit Agreement. The changes adjust leverage and interest coverage ratios, add a secured leverage cap, expand subsidiary guarantees, and modify and add negative covenants affecting liens, indebtedness, and transfers of material assets.

How does the new amendment affect FMC (FMC) leverage covenants?

The amendment revises the maximum leverage ratio and minimum interest coverage ratio for certain quarters. It also adds a maximum secured leverage ratio of not more than 3.50 to 1.00 as of each fiscal quarter-end, tightening how much secured debt can be supported by the business.

Which FMC (FMC) entities now guarantee the credit agreement obligations?

Under the amendment, FMC designates certain subsidiaries as Subsidiary Guarantors. These Subsidiary Guarantors agree to guarantee the company’s obligations under the Fifth Amended and Restated Credit Agreement, increasing lender recourse beyond the parent entity to specified subsidiary operations.

What collateral secures FMC (FMC) obligations after Amendment No. 6?

FMC and the Subsidiary Guarantors grant security interests in certain of their assets and pledge specified equity interests in their respective subsidiaries. These collateral pledges secure obligations under the credit agreement, giving lenders claims over defined assets if obligations are not met.

What new or revised covenants are included in FMC (FMC) credit amendment?

The amendment modifies negative covenants on liens, fundamental changes, and indebtedness, and adds new negative covenants on transfers of material assets and other items. These provisions restrict certain transactions and corporate actions while the credit agreement remains in effect.

Do FMC (FMC) lenders have other business relationships with the company?

Some lenders and their affiliates maintain other relationships with FMC, providing services such as cash management, investment banking, and trust and leasing. FMC has also entered into interest rate and foreign exchange arrangements with some of these lenders and their affiliated institutions.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents