FMC Corp sells $403M in shares to Tessenderlo
The agreements provide Board and share-purchase rights and impose a 36-month restriction on transfers and hedging, subject to exceptions.
Rhea-AI Filing Summary
FMC Corporation completed the sale to Tessenderlo Group NV of 30,319,166 common shares at $13.30 per share, for an aggregate purchase price of $403,244,907.80, on September 23, 2026. Tessenderlo now owns approximately 20.0% of FMC’s outstanding common stock. For as long as Tessenderlo holds at least 10.0%, FMC will add one Board seat at its first regularly scheduled Board meeting after closing and appoint a nominee selected by Tessenderlo; Tessenderlo also has one Board-observer right while it meets that threshold. Tessenderlo has nominated Luc Tack, its chief executive officer, for the Board seat.
For 36 months after closing, Tessenderlo and its affiliates are restricted from transferring or hedging their common-stock exposure, subject to exceptions. After that period, transfers to a competitor, an activist, or a transferee that would hold 4.9% or more are restricted, subject to exceptions. FMC granted eight demand registration rights, exercisable no more than once every 120 days. At an ownership level of at least 10.0%, Tessenderlo also has preemptive rights on certain equity issuances and may acquire shares during specified periods to maintain 20.0% ownership, subject to termination in certain circumstances.
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demand registration rights financial
preemptive rights financial
standstill restrictions regulatory
Lock Up Period financial
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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
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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).
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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.
As previously disclosed, 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”). As of the consummation of the Investment, and taking into account the shares of Common Stock already held by the Investor, the Investor owns approximately 20.0% of the outstanding shares of Common Stock.
On September 23, 2026, the Company and the Investor completed the purchase and sale of the Common Stock (the “Closing”). Concurrently with the Closing, the parties entered into an Investor Agreement (the “Investor Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”).
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, 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 are 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 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 are prohibited from transferring, or hedging their 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 has granted 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 also has 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 also has the right to receive certain information and is subject to customary confidentiality provisions.
The foregoing summary of the Investor Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor 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.
Registration Rights Agreement
Pursuant to the Registration Rights Agreement, the Company has granted 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 will also, 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 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 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.
In connection with the Purchase Agreement, on September 23, 2026, the Company completed the sale of 30,319,166 shares of Common Stock to the Investor at a price per share of $13.30, for an aggregate purchase price of $403,244,907.80.
The securities sold to the Investor under the Purchase Agreement were not 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 was not conducted in connection with a public offering and no public solicitation or advertisement was 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
Item 7.01 Regulation FD Disclosure.
On September 23, 2026, the Company issued a press release announcing the completion of 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† | Investor Agreement, dated September 23, 2026, by and between FMC Corporation and Tessenderlo Group NV. |
| 10.2 | Registration Rights Agreement, dated September 23, 2026, by and among FMC Corporation, Tessenderlo Group NV and and the other Securityholders (as defined therein) party thereto. |
| 99.1 | Press Release, dated September 23, 2026. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
† 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 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: September 23, 2026 | By: | /s/ Andrew D. Sandifer |
| Name: | Andrew D. Sandifer | |
| Title: | Executive Vice President and Chief Financial Officer | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FMC Corporation and Tessenderlo Group Complete Minority Equity Investment
NEWS PROVIDED BY
Sept. 23, 2026, 04:30 PM ET |
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PHILADELPHIA, Sept. 23, 2026 /PRNewswire/ - FMC Corporation (NYSE: FMC), a leading global agricultural sciences company, and Tessenderlo Group (XBRU: TESB), a Belgian-based industrial group, today announced the closing of a minority equity investment by Tessenderlo Group in FMC. The companies entered into a definitive agreement on June 30, 2026, and have satisfied all required closing conditions and regulatory approvals.
Under the terms of the transaction, Tessenderlo Group purchased 30,319,166 shares of FMC common stock at a price of $13.30 per share, for an aggregate purchase price of approximately $403 million. Tessenderlo Group now owns approximately 20.0% of FMC's outstanding common stock.
As part of the investment, Tessenderlo Group has the right to nominate one independent director to the FMC Board of Directors and has nominated Luc Tack, chief executive officer of Tessenderlo Group. Tessenderlo Group has also agreed to customary standstill restrictions for so long as it owns FMC shares and is subject to a three-year lock-up period.
BofA Securities and Goldman Sachs & Co. LLC served as financial advisors and Davis Polk & Wardwell LLP served as legal counsel to FMC Corporation.
Stibbe BV/SRL and Sullivan & Cromwell LLP served 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.
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
SOURCE FMC Corporation