Every material Form 8-K FMC has filed with the SEC since October 29, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
FMC reported third-quarter 2026 revenue of $106 million, down from $542 million a year earlier, and a GAAP net loss of $2.07 billion, or $15.54 per diluted share. The company attributed about $639 million of the revenue hit and about $672 million of the Adjusted EBITDA hit to commercial actions announced October 15, 2026, and lowered its fourth-quarter and full-year outlook, which matters to shareholders because it reduces expected earnings and free cash flow.
Q3 2026 revenue was $106 million versus $542 million in Q3 2025; commercial actions reduced revenue by about $639 million.
Q3 Adjusted EBITDA was negative $559 million versus $236 million a year earlier; GAAP net loss was $2.07 billion.
Q4 2026 Adjusted EBITDA is now forecast at $210 million to $230 million, a 22 percent decline at the midpoint; Q4 Adjusted EPS at $0.56 to $0.70.
Full-year 2026 free cash flow is now expected to be negative $350 million to negative $150 million.
FMC expanded its board from 9 to 10 directors on October 21, 2026, and appointed Luc Tack, nominee of investor Tessenderlo Group NV, as a director. The appointment follows the closing on September 23, 2026 of a stock sale in which FMC sold 30,319,166 shares to Tessenderlo at $13.30 per share, and it gives the investor board representation under the Investor Agreement.
Board increased from 9 to 10 directors; Luc Tack appointed effective October 21, 2026, and joined the Sustainability & Innovation Committee
Tessenderlo bought 30,319,166 shares at $13.30 per share, an aggregate purchase price of $403,244,907.80, with closing on September 23, 2026
Tack has been CEO of Tessenderlo since December 2013 and also serves as its managing director and as Managing Director of Picanol NV
Tack receives the standard non-employee director pay, except his annual equity grant is replaced by an equivalent amount of cash due to share acquisition restrictions under the Investor Agreement
FMC Corporation entered into Amendment No. 8 to its Fifth Amended and Restated Credit Agreement on October 15, 2026, with Citibank, N.A. as administrative agent. The amendment requires the company to use net cash proceeds from its previously announced sale of its India commercial business to repay debt or for general corporate or working capital purposes, and conditionally releases certain guarantors and assets from the lenders' security interest to allow actions ahead of that sale.
Amendment No. 8 dated October 15, 2026 modifies the credit agreement originally dated June 17, 2022
Net cash proceeds from the FMC India Sale must go to debt repayment or general corporate or working capital purposes
Certain guarantors and collateral are conditionally released to permit actions before the India sale closes
The filing does not state the amount of debt, the sale price, or the proceeds
FMC Corporation said on October 15, 2026 that third-quarter revenue is now expected to be $65 million to $125 million, with Adjusted EBITDA of negative $565 million to negative $510 million. The estimates include $625 million to $675 million in charges tied to commercial actions, including lower prices on select products held by channel customers in Brazil, Argentina, the United States and Canada, and a change to its U.S. selling and pricing model. The company also said it may record a material non-cash impairment charge and expects to be in compliance with covenants at September 30, 2026.
Q3 revenue now expected at $65 million to $125 million; Adjusted EBITDA expected at negative $565 million to negative $510 million.
Commercial actions are expected to cause $625 million to $675 million in charges affecting revenue and Adjusted EBITDA.
A triggering event led to an intangible asset impairment review as of September 30, 2026; the company may record a material non-cash charge and has not finalized quarterly results.
Full third-quarter results are due October 29, 2026, with preliminary 2027 and 2028 expectations on the October 30 earnings call.
FMC closed the sale of 30,319,166 common shares to Tessenderlo Group NV 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 shares and gains a board nomination right, a board observer seat and preemptive rights. The filing also sets a 36-month lock-up and standstill limits, which shape how much influence and share-count dilution existing shareholders may face.
Tessenderlo bought 30,319,166 shares at $13.30 per share, for $403,244,907.80 in total.
Tessenderlo owns approximately 20.0% of FMC's outstanding common stock after the closing.
The Investor Agreement lets Tessenderlo nominate an independent director; Luc Tack, Tessenderlo's chief executive, has been nominated.
Tessenderlo is subject to a 36-month lock-up and customary standstill restrictions while it holds FMC shares.
FMC Corporation reported second quarter 2026 revenue of $867 million, down 17% from a year earlier, and a GAAP net loss of $187 million, or $1.49 per diluted share. The company lowered its full-year 2026 revenue (excluding India), Adjusted EBITDA, Adjusted EPS and free cash flow ranges, citing a more challenging operating environment, which weighs on shareholder earnings expectations.
Q2 2026 revenue of $867 million, down 17% versus Q2 2025; GAAP net loss of $187 million, or $1.49 per diluted share
Q2 Adjusted EBITDA of $153 million, down 26%; Adjusted EPS of $0.26, down 62%
Full-year 2026 Adjusted EBITDA lowered to $620 million to $680 million; Adjusted EPS lowered to $1.19 to $1.49
Third-quarter Adjusted EPS expected at $0.05 to $0.13; company targets about $1 billion of proceeds for debt reduction, including a $252 million India sale
On June 30, 2026, FMC agreed to sell 30,319,166 shares of common stock to Tessenderlo Group NV at $13.30 per share, for an aggregate purchase price of $403,244,907.80, subject to customary conditions including regulatory approvals. After closing, Tessenderlo is expected to own about 20.0% of FMC's outstanding shares, up from less than 1.0% today, and FMC intends to use the proceeds to pay down debt toward its approximately $1 billion target.
30,319,166 shares sold at $13.30 each, for an aggregate $403,244,907.80, with closing subject to regulatory approvals
Tessenderlo expected to hold about 20.0% of outstanding shares after closing, versus less than 1.0% now
Investor agreement gives Tessenderlo one board seat while it holds at least 10.0%, and a 36-month lock-up on transfers
Proceeds go to debt paydown toward an approximately $1 billion target; FMC says this concludes its strategic options review announced in February 2026
FMC and certain subsidiaries entered into Amendment No. 7 to their Fifth Amended and Restated Credit Agreement on June 16, 2026, with Citibank, N.A. as administrative agent. The amendment changes the limitation on liens and releases security interests on certain collateral that previously secured obligations under the credit agreement. The filing does not state the size of the facility or any change in borrowing amounts, so the financial effect for shareholders is not quantified.
Amendment No. 7 dated June 16, 2026, to the credit agreement originally dated June 17, 2022
Amendment changes the limitation on liens and releases security interests on certain previously pledged collateral
Citibank, N.A. serves as administrative agent; some lenders also provide cash management, investment banking, trust, leasing, interest rate and foreign exchange services to FMC
FMC Corporation signed a framework agreement on June 18, 2026, 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. FMC expects to use the proceeds to pay down debt and says research operations will continue at the site, but the agreement is preliminary and may not result in a completed transaction.
Gross cash proceeds of approximately $114 million from the sale to Ercor Elkton, LLC, subject to due diligence and other conditions and adjustments
Agreement dated June 18, 2026; closing is expected in the fourth quarter, and FMC plans to negotiate a leaseback for facilities it actively operates
FMC expects the proceeds to be used to pay down debt and says its Stine Research Center will continue to operate at the site
FMC retains ownership of the adjacent Maryland property; the filing states there can be no assurance the agreement will result in a transaction
FMC completed a $1.2 billion private offering of 8.000% senior secured notes maturing June 1, 2031, with net proceeds estimated at about $1.185 billion. The company plans to use the proceeds to repurchase or redeem its 3.200% notes due October 1, 2026, repay credit agreement borrowings, and for general corporate purposes, so shareholders will see a larger secured debt load at a higher interest rate.
$1.2 billion aggregate principal of 8.000% senior secured notes due June 1, 2031, issued at 100% of principal
Estimated net proceeds of approximately $1.185 billion after discounts, commissions and offering expenses
Proceeds intended to fund repurchase or redemption of 3.200% senior notes due October 1, 2026, and repay borrowings under the credit agreement dated June 17, 2022
Notes are secured by first-priority liens on substantially all assets of U.S., Canadian and Swiss guarantor entities, plus equity interests of Singapore and Netherlands subsidiaries
At its April 28, 2026 annual meeting, FMC stockholders elected nine directors, ratified KPMG LLP as auditor for 2026, approved the 2026 Incentive Stock Plan, and approved miscellaneous charter amendments. Three proposals to eliminate supermajority voting provisions and one to allow stockholders to call special meetings at a 25% ownership threshold did not reach the 80% voting-power approval required, and the advisory say-on-pay vote passed with 53,918,283 votes for and 30,993,888 against. The filing also reports the death of director Dirk A. Kempthorne, a board member since 2009.
Nine directors elected to one-year terms expiring in 2027, including Pierre Brondeau with 81,922,845 votes for
Advisory say-on-pay approved with 53,918,283 votes for, 30,993,888 against and 429,950 abstentions
Supermajority-removal and special meeting charter proposals failed to reach the 80% threshold
Director Dirk A. Kempthorne died; the 2026 Incentive Stock Plan took effect April 28, 2026
FMC reported first-quarter 2026 revenue of $759 million, down 4% from a year earlier, and a GAAP net loss of $281 million, compared with a $16 million loss in the prior-year quarter. Adjusted EBITDA fell 40% to $72 million, and the company reaffirmed its full-year 2026 guidance, which calls for a 17% decline in Adjusted EBITDA at the midpoint. The filing also says FMC is evaluating strategic alternatives, with no assurance that the process will result in a transaction.
Q1 2026 revenue was $759 million, down 4% versus Q1 2025; organic revenue declined 9%.
GAAP loss was $2.25 per diluted share versus a $0.12 loss a year earlier; the period included a $124.7 million non-GAAP tax adjustment tied to valuation allowances.
Adjusted loss per diluted share was $0.23, versus Adjusted earnings of $0.18 per share a year earlier.
Full-year 2026 guidance was reaffirmed: revenue excluding India of $3.60 billion to $3.80 billion and Adjusted EBITDA of $670 million to $730 million. Second-quarter revenue is guided to $850 million to $900 million.
FMC amended its Fifth Amended and Restated Credit Agreement with Citibank as administrative agent, changing leverage and interest coverage ratio requirements. The amendment adds subsidiary guarantors, grants security interests in certain assets, and sets a maximum secured leverage ratio of 3.50 to 1.00. Because the company's credit facility now carries collateral and tighter covenants, the change adds security for lenders and constrains how FMC can take on liens, debt and asset transfers.
Amendment No. 6 dated April 16, 2026 to the credit agreement originally dated June 17, 2022
Maximum secured leverage ratio of not more than 3.50 to 1.00 as of each fiscal quarter end
Subsidiary guarantors and security interests in certain assets and pledged equity secure the obligations
Filing states the amendment is Exhibit 10.1 and that some schedules and exhibits were omitted
FMC reported fourth quarter and full year 2025 results with a large GAAP loss driven by a non-cash goodwill impairment, and gave 2026 guidance showing lower revenue, EBITDA and adjusted EPS. The Board has also authorized exploration of strategic options, including a possible sale of the company, but the company says the review is preliminary and may not result in any transaction.
Board authorized exploration of strategic options, including but not limited to the sale of the company; no assurance a transaction will result
2026 guidance: revenue $3.60 billion to $3.80 billion (down 5% at midpoint); adjusted EBITDA $670 million to $730 million (down 17%); adjusted EPS $1.63 to $1.89 (down 41%)
Q4 2025 GAAP net loss of $1.72 billion, or $13.74 per diluted share, driven mainly by a $1,356.2 million goodwill write-off
Full year 2025 revenue of $3.47 billion, down 18%; adjusted EPS of $2.96, down 15%
On December 12, 2025, FMC's board approved Project Foundation, which includes exiting certain high-cost active ingredient and formulation plants and expects $175 million or more in annual run-rate savings by the end of 2027. The company expects pre-tax restructuring charges of approximately $560 to $635 million over the program's life, mostly non-cash write-offs, and separately warned of a significant non-cash goodwill and intangible impairment for 2025 unless its stock price recovers.
Project Foundation approved December 12, 2025, targeting $175 million or more in annual run-rate savings by the end of 2027.
Expected pre-tax restructuring charges of approximately $560 to $635 million, including $420 to $440 million in non-cash asset write-offs and/or accelerated depreciation.
Expected cash expenditures of $140 to $195 million, including $50 to $80 million in severance.
FMC expects a significant non-cash impairment of goodwill and intangibles in the 2025 financial statements absent a stock price recovery; the company says it will not affect cash flows.
FMC amended its credit agreement with Citibank as administrative agent, extending covenant relief on leverage and interest coverage ratios to the earlier of December 31, 2028 or a termination notice from the company. The amendment adds limits on subsidiary debt, dividend increases and intellectual property value, and requires a lien over substantially all assets if two rating agencies rate the company's public debt below the specified thresholds.
Amendment No. 5 dated December 8, 2025 extends covenant relief to the earlier of December 31, 2028 or a company termination notice
Subsidiary indebtedness is capped at $350 million outstanding principal during covenant relief, subject to exceptions
Regular quarterly dividend increases above $0.08 per share are limited, and other dividends are restricted unless leverage ratio is at or below 3.75 to 1
Company must keep qualifying intellectual property valued at no less than $1 billion; lien over substantially all assets applies if two agencies rate public debt below BB+ (S&P, Fitch) or Ba1 (Moody's)
FMC Corporation disclosed that director Anthony DiSilvestro resigned from its Board of Directors and all committees, effective immediately, on December 3, 2025. He cited increased professional commitments after being appointed Chief Financial Officer of Keurig Dr Pepper Inc. on November 25, 2025, along with scheduling conflicts with FMC board and committee meetings. The filing does not name a replacement, and the departure is a board change rather than a change in financial results or guidance.
Resignation from the FMC Board and all committees, effective immediately, notified December 3, 2025
Reason given: new role as CFO of Keurig Dr Pepper Inc., appointed November 25, 2025
Also cited: scheduling conflicts with FMC board and committee meeting dates
FMC thanked DiSilvestro for his service; the filing names no successor
FMC Corporation said on October 29, 2025 that President Ronaldo Pereira will step down effective December 15, 2025, by mutual agreement with Chairman and CEO Pierre Brondeau. Pereira will serve in an advisory capacity until that date to support the transition of his responsibilities.
Ronaldo Pereira's departure as President takes effect December 15, 2025
Pereira has been with FMC since 1995 and served as President since 2024
The decision was reached by mutual agreement with Pierre Brondeau, chairman and CEO
Pereira will be available in an advisory capacity until December 15, 2025
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every FMC filing is on SEC EDGAR ↗. 8-K briefs of other companies →