FMC CORP

FMC Corporation is a global agricultural sciences company operating in a single distinct business segment, developing, marketing and selling all three major classes of crop protection chemicals (insecticides, herbicides and fungicides) as well as biologicals, crop nutrition, and seed treatment products, which are grouped as plant health. The three principal categories of agricultural and non-crop chemicals represent approximately 41 percent, 30 percent and 27 percent of global agricultural crop protection market value, respectively. The agrochemicals industry includes leading crop protection companies such as FMC, ChemChina (owner of Syngenta Group), Bayer AG, BASF AG, Corteva Agriscience, and UPL Ltd., which together represent approximately 76 percent of the crop protection industry's global sales. The next group of agrochemical producers includes Sumitomo Chemical Company Ltd. and Nufarm Ltd.

FMC positions itself as a tier-one leader in the agrochemicals/crop protection market, with its position driven by technology and innovation, geographic balance, and crop diversity. The company competes primarily in the global crop protection market for insecticides, herbicides and fungicides, and differentiates itself through advanced technology, high product quality, reliability, quality customer and technical service, and cost-efficient operations. FMC competes as an innovator by focusing on product development including novel formulations, proprietary mixes, and advanced delivery systems, and by acquiring or licensing proprietary chemistries or technologies. The company also differentiates itself through global cost-competitiveness via manufacturing strategies, effective product stewardship programs, and strategic alliances that strengthen market access in key countries and regions.

FMC generates revenue through the sale of crop protection chemicals and plant health products to a diversified base of customers globally. The company accesses the market through a combination of distributors, retailers and co-ops in all four regions, and sells directly to large growers in select countries such as Brazil. Revenue is recognized when control of the good transfers to the customer, with payment terms generally ranging from 30 to 90 days, though some regions provide terms longer than 90 days. The company periodically enters into prepayment arrangements with customers, receiving advance payments for product to be delivered in future periods, with prepayments typically received in the fourth quarter of the fiscal year for the following marketing year. FMC also offers sales incentives including volume discounts, retailer incentives, and prepayment options, and extends assurance warranties offering customers a right of refund or exchange.

FMC's portfolio is comprised of three major pesticide categories: insecticides, herbicides and fungicides, with the majority of product lines consisting of insecticides and herbicides, and a growing portfolio of fungicides mainly used in high value crop segments. The company is also investing in its Plant Health program which includes biologicals, crop nutrition, and seed treatment products. For the year ended December 31, 2025, insecticides generated revenue of $1,572.7 million ¹, herbicides generated $1,246.9 million ², fungicides generated $362.8 million ³, plant health generated $190.9 million ⁴, and other products generated $94.1 million ⁵. The core portfolio includes Rynaxypyr active (chlorantraniliprole), the world's leading insect control technology, with annual revenues of approximately $0.8 billion in 2025 ⁶. The growth portfolio includes Cyazypyr active (cyantraniliprole), which generated revenues of approximately $0.4 billion in 2025 ⁷. The current R&D pipeline features 16 new active areas in discovery and 19 new active ingredients in development ⁸.

The growth portfolio includes herbicide pipeline products featuring three molecules: Dodhylex active, Isoflex active and rimisoxafen. Isoflex active offers a new mode of action against weeds in cereals, with herbicide brands powered by Isoflex active launched in Australia, Argentina, Chile, China, Great Britain, India, Pakistan and Uruguay. Dodhylex active is the first active ingredient in the HRAC/WSSA Group 28 and the first new herbicide with a novel mode of action in the industry in over three decades, discovered at the FMC Stine Research Center. Registrations for Dodhylex active have been received in Columbia, Ecuador, Peru, and South Korea, with a conditional approval in the Philippines. Rimisoxafen is a new dual mode of action herbicide designed to control troublesome and resistant broadleaf weeds including Palmer amaranth, waterhemp, and redroot pigweed, and is in the development phase with regulatory dossier submissions expected to begin in key markets starting in 2026. The fungicide pipeline portfolio includes fluindapyr, which controls a variety of key diseases in row and specialty crops, with formulations registered in the United States, Brazil, Paraguay, Mexico, South Korea, Ukraine and Argentina. Onsuva fungicide is available in Argentina and Brazil, and Adastrio fungicide is registered in the U.S. for use in corn, grain sorghum, wheat, triticale and barley.

In July 2025, the Board of Directors approved a plan to divest the Company's commercial business in India, with the sale process underway and expected to conclude in 2026. The assets associated with the India commercial business held a carrying value of approximately $960 million ⁹ at June 30, 2025, and the estimated fair value less costs to sell was determined to be $450 million ¹⁰, resulting in $522 million ¹¹ of charges and write-downs in 2025. In December 2025, the Board of Directors approved management's comprehensive plan, referred to as Project Foundation, to further optimize FMC's cost structure and organizational operations, with the company expecting to incur pre-tax restructuring charges over the life of the program in the range of approximately $560 million to $635 million ¹². During the twelve months ended December 31, 2025, the company incurred non-cash asset write-off and accelerated depreciation costs of $155.7 million ¹³ primarily associated with the planned exit of certain production activities, other miscellaneous charges of $14.5 million ¹⁴, and severance and employee separation costs of $1.8 million ¹⁵ in connection with Project Foundation. On May 27, 2025, the Company completed the sale of $750 million ¹⁶ aggregate principal amount of 8.45% Subordinated Notes due November 1, 2055, using the net proceeds to redeem $500 million ¹⁷ of the senior notes due May 18, 2026 and for general corporate purposes, paying a make-whole premium of $3.3 million ¹⁸ in connection with the early redemption.

Revenue of $3,467.4 million ¹⁹ in 2025 decreased $778.7 million ²⁰ or approximately 18 percent versus the prior year, primarily driven by one-time commercial actions taken to position the India business for sale. Excluding those actions, revenue decreased 8 percent versus the prior year driven by a 6 percent price decline. Gross margin of $1,283.0 million ²¹ decreased by $365.9 million ²² or approximately 22 percent versus the prior year gross margin of $1,648.9 million ²³. Net loss attributable to FMC stockholders of $2,238.9 million ²⁴ decreased $2,580.0 million ²⁵ compared to net income attributable to FMC stockholders of $341.1 million ²⁶ in the prior year, primarily driven by a significant increase in restructuring and other charges recorded during the period, including a $1,356.2 million ²⁷ write-off of the remaining goodwill balance. Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $372.0 million ²⁸ decreased $64.3 million ²⁹ or approximately 15 percent. Adjusted EBITDA of $842.7 million ³⁰ decreased $59.9 million ³¹ or approximately 7 percent versus the prior year period.

Management's 2026 priorities include strengthening the balance sheet by paying down debt through asset sales and licensing agreements, including the previously announced sale of the India commercial business which is classified as held for sale. Priorities also include improving the competitiveness of the company's legacy core portfolio, managing the post-patent transition for Rynaxypyr active, and supporting the growth of new active ingredients such as Isoflex active, fluindapyr, Dodhylex active and rimisoxafen. Management expects continued pressure on price during the year due to competitive market dynamics for core portfolio products and lower Rynaxypyr active pricing. Costs are expected to be lower for the full year despite expected pressure in the first quarter due to the timing of tariffs and manufacturing variances. As announced in February 2026, the Board of Directors has authorized the exploration of strategic options, including but not limited to, the sale of the company, though the strategic review is at a preliminary stage and there can be no assurance that the process will result in any transaction.

FMC's growth strategy is driven by obtaining new and improved uses for existing product lines and developing, acquiring, accessing, marketing, distributing and/or selling complementary chemistries, biologicals, and related technologies. The growth portfolio includes the second diamide-class molecule Cyazypyr active, which supports a portfolio of products that generated revenues of approximately $0.4 billion ³² in 2025, with approximately seven new products containing Cyazypyr active expected to be launched this decade. The current diamide pipeline contains approximately eleven new products containing Rynaxypyr active to be launched this decade. The company expects to significantly expand sales of Isoflex active products to other parts of the EMEA and NA regions over the next five years. FMC is working towards registering Dodhylex active for use in all major rice-growing countries across the globe and other additional crops, with registration dossiers submitted for review in India, Brazil, the United States, Taiwan, Japan, and Malaysia. Rimisoxafen is in the development phase, with regulatory dossier submissions expected to begin in key markets starting in 2026.

FMC's 2024 restructuring efforts generated $165 million ³³ in cost benefits. In 2025, FMC launched Project Foundation, a multi-year program to optimize the manufacturing footprint and reduce structural costs, focusing on exiting high-cost production sites, consolidating operations, and streamlining the organizational cost base to improve efficiency and competitiveness. The company expects to incur pre-tax restructuring charges over the life of the Project Foundation program in the range of approximately $560 million to $635 million ³⁴, including non-cash asset write-off and/or accelerated depreciation charges in the range of $420 million to $440 million ³⁵ primarily related to the planned exit of production activities and manufacturing operations at certain manufacturing sites. Cash expenditures in connection with Project Foundation are expected to be $140 million to $195 million ³⁶, including total severance charges and related benefit costs in the range of $50 million to $80 million ³⁷, cash consulting and other professional service fees totaling approximately $10 million to $20 million ³⁸, and other cash charges of $80 million to $95 million ³⁹ such as decommissioning costs and contract termination charges. Restructuring actions under the program are expected to be substantially complete by the end of 2027.

FMC expects 2026 cash provided by operating activities of continuing operations and free cash flow to increase primarily due to lower cash taxes and improved working capital performance, including other assets and liabilities, partially offset by lower Adjusted EBITDA and higher restructuring spending. The company expects proceeds from the anticipated completion of the sale of the India commercial business to be used to pay down debt. Projected 2026 environmental spending, inclusive of sites accounted for within both continuing operations and discontinued sites, is expected to be in the range of $90 million to $110 million ⁴⁰. The company expects to make payments of approximately $130 million to $155 million ⁴¹ in 2026 primarily related to Project Foundation and Project Focus activities, including cash payments of approximately $65 million ⁴² during 2026 in connection with Project Foundation and cash payments of approximately $63 million ⁴³ primarily related to contract abandonment activities executed under Project Focus. Projected 2026 capital expenditures and expenditures related to contract manufacturers are expected to be in the range of approximately $90 million to $110 million ⁴⁴, mainly driven by investments for new products.

FMC does not expect to make any voluntary cash contributions to its U.S. qualified defined benefit pension plan in 2026, as the plan is slightly overfunded and the portfolio is comprised of 100 percent fixed income securities and cash. The company expects to continue to make quarterly dividend payments, though the Board of Directors in October 2025 made the decision to reduce the quarterly dividend to $0.08 per share ⁴⁵. On January 15, 2026, FMC paid dividends totaling $10.0 million ⁴⁶ to shareholders of record as of December 31, 2025. Except for purchases associated with equity compensation plans, the company does not anticipate any share repurchases during 2026 in compliance with the amendment to the Company's credit agreement. As part of the amendments entered into in February 2025, the Company agreed that it will not repurchase shares until December 31, 2028 ⁴⁷. At December 31, 2025, approximately $825 million ⁴⁸ remained unused under the Board-authorized repurchase program.

FMC faces continued pressure on price during 2026 due to competitive market dynamics for core portfolio products and lower Rynaxypyr active pricing. The company expects costs to be lower for the full year despite expected pressure in the first quarter due to the timing of tariffs and manufacturing variances. The company's ability to meet certain restrictive covenants and guarantees in its Revolving Credit Facility and other debt instruments will be subject to economic conditions and to financial, market, and competitive factors, many of which are beyond its control. If the business does not perform in line with current expectations, the company will be at risk of non-compliance with such covenants and guarantees. Recent credit rating downgrades below investment grade by the major rating agencies have already increased the cost of borrowing and may limit the availability of certain financing sources. The Company entered into Amendment No. 5 to the Revolving Credit Facility in December 2025, which provides that the Company will grant a lien over substantially all of its assets upon the occurrence of the Company receiving a public debt rating from any two of S&P, Fitch or Moody's that is below BB+ or below Ba1, as applicable.

The company faces structural headwinds from the expiration of composition of matter patents on Rynaxypyr active and Cyazypyr active ingredients in all major markets, which will affect the ability to compete effectively. The composition of matter patents for these diamide active ingredients have expired in all major markets, and patents regarding the production of these diamide active ingredients and chemical intermediates involved in such production expired in many major markets in December 2025. Competition from generic agrochemical producers, particularly from producers based in China, has had and may continue to have a significant impact on the business and financial results. The company also faces risks from the ongoing conflict between Russia and Ukraine and related sanctions, which have led to disruption and instability in global markets, supply chains and volatile pricing and availability of key inputs and raw materials. Current U.S. tariff policies may increase the costs of goods being imported into the U.S., and other nations may impose new or different tariffs or other trade sanctions that increase the cost of importing into those other nations.

The company's significant non-US operations expose it to global exchange rate fluctuations, with fluctuations in currencies of other countries, especially the Indian rupee, Brazilian real, Euro, Chinese yuan, Mexican peso, Australian dollar and Canadian dollar, potentially materially affecting operating results. In Argentina, continued inflation and foreign exchange controls could adversely affect the business, with losses incurred as a result of various government actions such as devaluation of the Argentine peso, changes in tax policies, and changes in capital controls. The company's enforcement of intellectual property rights in jurisdictions outside of the United States may be impacted by geopolitical tensions between the United States and those other countries. In China, unpredictable enforcement of environmental regulations could result in unanticipated shutdowns in broad geographic areas, impacting contract manufacturers and raw material suppliers.

FMC faces material risks from the expiration of composition of matter patents on its key diamide active ingredients Rynaxypyr and Cyazypyr in all major markets, with process manufacturing and chemical intermediate patents having expired in many major markets in December 2025, increasing competition from generic producers, particularly those based in China. The company recorded a $1,356.2 million ⁴⁹ write-off of its entire goodwill balance during the fourth quarter of 2025 as a result of the significant decrease in its stock price, which declined by more than 70 percent from its 52-week high during the year. The company's significant non-US operations expose it to currency fluctuations, with a sensitivity analysis showing that a 10 percent change in foreign currency exchange rates from levels at December 31, 2025 would result in a net liability position ranging from $69.9 million ⁵⁰ to an asset of $22.7 million ⁵¹. The company's current level of indebtedness of $4,074.9 million ⁵² at December 31, 2025, combined with recent credit rating downgrades below investment grade, has increased borrowing costs and may limit access to capital, with the Revolving Credit Facility amendment providing that the Company will grant a lien over substantially all of its assets upon receiving a public debt rating from any two of S&P, Fitch or Moody's that is below BB+ or below Ba1. The company faces execution risk related to Project Foundation, with expected pre-tax restructuring charges of approximately $560 million to $635 million ⁵³ over the life of the program, and the risk that the strategic review announced in February 2026 may not result in any transaction.

Management's message emphasizes a focus on executing 2026 operational priorities, which include strengthening the balance sheet by paying down debt through asset sales and licensing agreements, including the sale of the India commercial business, improving the competitiveness of the core portfolio, managing the post-patent Rynaxypyr active strategy, and supporting growth of new active ingredients. The company expects continued pressure on price during the year due to competitive market dynamics for core portfolio products and lower Rynaxypyr active pricing, while costs are expected to be lower for the full year despite expected pressure in the first quarter due to the timing of tariffs and manufacturing variances. Management also highlights that the Board of Directors has authorized the exploration of strategic options, including but not limited to, the sale of the company, believing that FMC's four new active ingredients along with its broader development pipeline are unique and transformative, and that there is significant opportunity to enhance shareholder value by accelerating growth and delivering enhanced financial results with additional investment in these technologies. The strategic review is at a preliminary stage, and there can be no assurance that the process will result in any transaction.