FMC Corporation

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.