FMC Corporation 8-K Filings

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.

FMC Corporation and certain subsidiaries entered into Amendment No. 7 to their Fifth Amended and Restated Credit Agreement originally dated June 17, 2022. The amendment changes the limitation on liens in the credit facility and releases security interests on certain collateral that previously secured the company’s obligations.

The agreement continues to involve Citibank, N.A. as administrative agent and a syndicate of lenders and issuing banks. Some of these lenders and their affiliates also provide FMC with other financial services, including cash management, investment banking, trust and leasing services, as well as interest rate and foreign exchange arrangements.

FMC Corporation entered into a framework agreement to sell underutilized buildings and land at its Stine Research Center campus in Newark, Delaware to Ercor Elkton, LLC for gross cash proceeds of approximately $114 million, subject to a due diligence period and other closing conditions and adjustments.

FMC plans to negotiate a leaseback so it can continue using the facilities it actively operates, aiming to minimize disruption to research operations and maintain core research activities and scientific infrastructure on site. The adjacent Maryland property will be retained. The transaction is expected to close in the fourth quarter and the proceeds are expected to be used to pay down debt, but the agreement is preliminary and may not result in a completed transaction.

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.

FMC Corporation has priced an offering of $1.2 billion aggregate principal amount of 8.000% senior secured notes due 2031 at an issue price of 100% of principal. The notes will be sold in a private offering under Rule 144A and Regulation S and are expected to close on June 5, 2026, subject to customary conditions.

FMC intends to use the net proceeds to fund the repurchase or redemption of its outstanding 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 will be fully and unconditionally guaranteed by various subsidiaries and secured by first-priority liens on substantially all specified assets and certain equity interests.

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.

FMC Corporation held its Annual Meeting of Stockholders, where investors elected nine directors for one-year terms, approved the FMC Corporation 2026 Incentive Stock Plan, and ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2026.

Stockholders approved miscellaneous amendments to the Restated Certificate of Incorporation and the Board adopted related by-law updates, including technical changes to advance notice provisions. Proposals to eliminate supermajority voting provisions and to allow 25% holders to call special meetings did not achieve the required 80% voting power. The Company also reported the passing of long-serving director Dirk A. Kempthorne.

FMC Corporation reported first quarter 2026 revenue of $758.6 million, down 4 percent versus first quarter 2025, but above the midpoint of its guidance. The company posted a consolidated GAAP net loss of $281.2 million, or $2.25 per diluted share, compared to a smaller loss a year earlier.

Adjusted EBITDA was $72.1 million, down 40 percent versus first quarter 2025, and adjusted loss per diluted share was $0.23, down 41 cents year over year. Organic revenue declined 9 percent, while revenue excluding India was $762.4 million, also down 4 percent. FMC reaffirmed its 2026 outlook, including revenue excluding India of $3.60 billion to $3.80 billion, adjusted EBITDA of $670 million to $730 million, adjusted earnings per diluted share of $1.63 to $1.89, and full-year free cash flow between negative $65 million and $65 million.

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.

FMC Corporation filed a current report to note that it has released its latest financial results. The company issued a press release on February 4, 2026 covering its performance for the three-month and twelve-month periods ended December 31, 2025.

The press release detailing these quarterly and full-year 2025 results is included as Exhibit 99.1 to the filing, making the earnings information part of FMC Corporation’s official disclosures to investors.

FMC Corporation has approved Project Foundation, a broad restructuring and manufacturing optimization program intended to lower costs and streamline its operations.

The company expects these actions to deliver $175 million or more of annual run-rate savings by the end of 2027. To implement the program, FMC plans to incur $560 to $635 million in pre-tax restructuring charges, including $420 to $440 million of non-cash asset write-offs and accelerated depreciation, and $140 to $195 million of cash costs such as $50 to $80 million of severance, $10 to $20 million of consulting fees, and $80 to $95 million of decommissioning and contract termination charges.

Following a significant decline in its stock price, FMC is required to test goodwill and other intangible assets for impairment for the year ending December 31, 2025 and, absent a stock price recovery, expects to record a significant non-cash impairment, which it states will not affect cash flows from current or future operations.

FMC Corporation entered into Amendment No. 5 to its Fifth Amended and Restated Credit Agreement with Citibank and other lenders. The amendment adjusts the leverage ratio and minimum interest coverage covenants during a covenant relief period that now runs until the earlier of December 31, 2028 or an elected early termination. During this period, subsidiary indebtedness is capped at an aggregate outstanding principal amount of $350 million, subject to exceptions.

The amendment also restricts increases to FMC’s regular quarterly dividend above $0.08 per share and limits any other dividends unless FMC meets a pro forma leverage ratio of no more than 3.75 to 1:00. In addition, FMC must maintain at least $1 billion in the aggregate value of specified qualifying intellectual property, and it will be required to grant a lien over substantially all of its assets if it receives public debt ratings from any two of S&P, Fitch or Moody’s below BB+ (S&P, Fitch) or Ba1 (Moody’s).

FMC Corporation reported that Anthony DiSilvestro resigned from its Board of Directors and all related committees, effective immediately on December 3, 2025. He left the Board because of increased professional commitments following his appointment as Chief Financial Officer of Keurig Dr Pepper Inc. on November 25, 2025, and related scheduling conflicts with FMC Board and committee meetings. FMC expressed appreciation for his service and contributions as a Board member.

FMC Corporation reported a leadership change, announcing that President Ronaldo Pereira will depart effective December 15, 2025. Pereira has served in various roles at FMC since 1995 and became President in 2024.

The company also furnished a press release on October 29, 2025 as Exhibit 99.1. The disclosure under Regulation FD is being furnished, not filed, under the Exchange Act.

FMC Corporation filed a current report to note that it has released financial results for the three months ended September 30, 2025. The company announced these quarterly results in a press release dated October 29, 2025, which is included as Exhibit 99.1 to the report.