FMC (NYSE: FMC) plans $750M senior secured notes to refinance debt

Rhea-AI Filing Summary

FMC Corporation plans a private offering of $750.0 million aggregate principal amount of senior secured notes due 2031. The company expects to sell these notes to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

FMC intends to use the net proceeds to repurchase or redeem its outstanding 3.200% Senior Notes due October 1, 2026, repay borrowings under its Fifth Amended and Restated Credit Agreement dated June 17, 2022, and for general corporate purposes, including repayment of other debt. The notes will be fully and unconditionally guaranteed by selected subsidiaries and secured by first-priority liens on specified assets and equity interests, subject to customary conditions and completion of the offering.

Insights

Corporate credit analyst

FMC plans a sizeable secured notes issue mainly to refinance existing debt.

FMC Corporation is proposing $750.0 million in senior secured notes due 2031, sold privately to institutional and non-U.S. investors. The notes will carry guarantees from various subsidiaries and be secured by first-priority liens on substantial U.S., Canadian and Swiss assets plus certain overseas equity interests.

Management states that net proceeds are intended to fund repurchases or redemption of 3.200% Senior Notes due October 1, 2026, repay borrowings under the existing credit agreement, and address other debt. This points to a refinancing and maturity-extension focus rather than incremental borrowing for new projects, though exact pricing and covenant terms are not detailed in the excerpt.

The transaction’s overall effect on leverage and interest expense will depend on final coupon, structure, and how much of the targeted 2026 notes and credit facility borrowings are actually retired once the offering is completed. Subsequent disclosures after the offering closes would clarify the new debt profile and remaining 2026 obligations.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Proposed notes offering: $750.0 million aggregate principal amount Existing notes targeted: 3.200% Senior Notes due October 1, 2026 Credit agreement date: June 17, 2022 +2 more

5 metrics

Proposed notes offering $750.0 million aggregate principal amount Senior secured notes due 2031 in a private offering

Existing notes targeted 3.200% Senior Notes due October 1, 2026 Intended repurchase or redemption using offering proceeds

Credit agreement date June 17, 2022 Fifth Amended and Restated Credit Agreement borrowings to be repaid

Annual report reference Year ended December 31, 2025 2025 Form 10-K risk factor cross-reference

Offering exemptions Rule 144A and Regulation S Private placement to qualified institutional buyers and non-U.S. persons

Key Terms

senior secured notes, Rule 144A, Regulation S, first-priority liens, +1 more

5 terms

senior secured notes financial

"announced a proposed offering of $750.0 million aggregate principal amount of 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.

Rule 144A regulatory

"to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to non-U.S. persons outside of the United States pursuant to 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.

first-priority liens financial

"secured by first-priority liens on substantially all of the assets of the Company and the Subsidiary Guarantors"

A first-priority lien is a legal claim that gives a lender or creditor the first right to specific assets if a borrower cannot pay, meaning they are first in line to be repaid from those assets. For investors, that higher claim lowers the lender’s risk and usually affects interest rates and recovery expectations—similar to having the front seat in a queue to get paid back if the borrower defaults.

forward-looking statements regulatory

"make written or oral statements that are “forward-looking” and provide information other than historical information"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

FMC CORP false 0000037785 0000037785 2026-05-19 2026-05-19

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): May 19, 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 8.01 Other Events.

On May 19, 2026, FMC Corporation (the “Company”) announced a proposed offering of $750.0 million aggregate principal amount of senior secured notes due 2031 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes will be issued by the Company and 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 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.

On May 19, 2026, the Company posted to the News page on its website a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. There can be no assurance that the issuance and sale of any debt securities of the Issuer will be consummated. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 information 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 Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated May 19, 2026, announcing proposed offering of senior secured notes.
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 thereunto duly authorized.

FMC CORPORATION (Registrant)
By:		/s/ Andrew D. Sandifer
		Andrew D. Sandifer
		Executive Vice President and Chief Financial Officer

Date: May 19, 2026

Exhibit 99.1

FMC Corporation Announces Proposed Offering of $750.0 Million of Senior Secured Notes

PHILADELPHIA, May 19, 2026 – FMC Corporation (NYSE: FMC) (“FMC” or the “Company”), a leading global agricultural sciences company, today announced that it intends to offer, subject to market conditions and other factors, $750.0 million aggregate principal amount of senior secured notes due 2031 (the “Notes”), in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

The Company intends to use the net proceeds from the offering to fund the repurchase 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.

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.

The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.

Neither the Notes nor the guarantees have been registered under the Securities Act or the securities laws of any other jurisdiction, and the Notes and the guarantees may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes or guarantees, nor shall there be any sale of the Notes or guarantees in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About FMC

FMC 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.

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 information other than historical information, including statements contained in this press release, in FMC’s other filings with the Securities and Exchange Commission (“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.

We specifically decline to undertake any obligation, and specifically disclaim 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.

Contacts:

Investors:

Curt Brooks

Director of Investor Relations

+1.215.299.6137

curt.brooks@fmc.com

Media:

Nicole Canning

Corporate Communications

+1.215-299-5916

Nicole.canning@fmc.com

FAQ

What is FMC (FMC) planning to offer in this debt transaction?

FMC plans a private offering of $750.0 million senior secured notes due 2031. These notes will be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, subject to market and other conditions.

How does FMC intend to use the $750 million notes proceeds?

FMC intends to use the net proceeds 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.

Who will guarantee FMC’s new senior secured notes due 2031?

The notes will be fully and unconditionally guaranteed, jointly and severally, by various FMC subsidiaries organized under the laws of the United States, Switzerland, the Netherlands, Canada and Singapore. These guarantees are designed to support the credit strength of the new issuance.

What collateral will secure FMC’s proposed senior secured notes?

The new notes and guarantees will be secured by first-priority liens on substantially all assets of FMC and certain Subsidiary Guarantors in the United States, Canada and Switzerland, excluding specified property, plus equity interests held by Singapore and Netherlands Subsidiary Guarantors in their subsidiaries.

Are FMC’s 2031 senior secured notes being registered with the SEC?

The notes and related guarantees will not be registered under the Securities Act or other securities laws. They may only be offered or sold in the United States pursuant to an applicable exemption from registration and in compliance with relevant state securities laws.

What existing FMC debt is targeted by this proposed offering?

FMC indicates that proceeds will help fund the repurchase or redemption of its 3.200% Senior Notes due October 1, 2026 and repay outstanding borrowings under its Fifth Amended and Restated Credit Agreement dated June 17, 2022, along with other debt.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.3 KB

Other Documents

• 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