FMC (NYSE: FMC) extends covenant relief, caps dividends and adds rating-linked lien

Rhea-AI Filing Summary

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).

Positive

• None.

Negative

• Dividend and leverage constraints signal lender-driven discipline: Regular quarterly dividends are effectively frozen above $0.08 per share and other dividends require a leverage ratio ≤ 3.75 to 1:00, indicating reduced flexibility for shareholder returns.
• Springing lien tied to rating downgrades: FMC must pledge substantially all assets if ratings from any two agencies fall below BB+/Ba1, which could arise alongside weaker credit quality and alter the risk profile for different creditor classes.

Insights

Credit and capital structure analyst

FMC extends covenant relief but accepts tighter leverage, dividend and collateral terms.

The amendment to FMC’s syndicated credit agreement lengthens its covenant relief period to the earlier of December 31, 2028 or an elected end date. In exchange, lenders obtain tighter control over leverage and interest coverage measures, indicating that balance sheet performance remains a focal point. Capping subsidiary indebtedness at an aggregate principal amount of $350 million during this period helps limit structural subordination and additional layering of debt below the parent.

Dividend flexibility is constrained: regular quarterly dividends cannot rise above $0.08 per share, and any other dividends require compliance with a pro forma leverage ratio not exceeding 3.75% to 1:00. This preserves cash for debt service and deleveraging rather than shareholder payouts. An additional covenant requires the aggregate value of certain qualifying intellectual property to remain at or above $1 billion, reinforcing asset coverage in the capital structure.

The amendment introduces a springing lien: FMC must grant a security interest over substantially all assets if public debt ratings from any two of S&P, Fitch or Moody’s fall below BB+ (S&P and Fitch) or Ba1 (Moody’s). This mechanism protects lenders if credit quality weakens, but also signals that a downgrade to these non-investment-grade levels would meaningfully change creditor rights. Subsequent company disclosures may clarify how actual leverage trends and ratings evolve over the covenant relief period.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FMC CORP false 0000037785 0000037785 2025-12-08 2025-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025

FMC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-2376		94-0479804
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2929 Walnut Street		Philadelphia		Pennsylvania		19104
(Address of principal executive offices)

Registrant’s telephone number, including area code: (215) 299-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.10 per share		FMC		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ☐

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.

On December 8, 2025, FMC Corporation (the “Company”) and certain subsidiaries of the Company entered into Amendment No. 5 (the “Amendment”) to that certain Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, among the Company, certain of the Company’s subsidiaries from time to time party thereto as borrowers, Citibank, N.A., as administrative agent, and each lender and issuing bank from time to time party thereto (the “Lenders”). The Amendment makes certain modifications to the leverage ratio and minimum interest coverage ratio financial covenants during the covenant relief period, which the Amendment extends to the earlier of December 31, 2028 and the date on which the Company provides covenant relief period termination notice, as further detailed in the Amendment. Additionally, during the covenant relief period, the Amendment limits subsidiary indebtedness to a maximum aggregate outstanding principal amount of $350 million, subject to certain exceptions, and limits increases to the Company’s regular quarterly dividend above $0.08 per share and the declaration of any other dividend unless the Company is in pro forma compliance with a leverage ratio of not greater than 3.75 to 1:00. The Amendment also requires that the Company shall not, at any time, permit the aggregate value of certain of its qualifying intellectual property, as further described in the Amendment, to be less than $1 billion, and provides that the Company will grant a lien over substantially all of its assets, subject to customary exceptions, 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+” (in the case of S&P and Fitch) or below “Ba1” (in the case of Moody’s), as applicable.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Some of the Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate and foreign exchange arrangements with some of the Lenders and their affiliates.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1		Amendment No. 5, dated as of December 8, 2025, to Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, among FMC Corporation, certain subsidiaries of FMC Corporation party thereto, the lenders and issuing banks party thereto, and Citibank, N.A., as Administrative Agent for such lenders.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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 thereunto duly authorized.

				FMC CORPORATION
				(Registrant)
Date: December 8, 2025				By:		/s/ Andrew D. Sandifer
						Andrew D. Sandifer
						Executive Vice President and Chief Financial Officer

FAQ

What did FMC (FMC) announce regarding its credit agreement?

FMC entered into Amendment No. 5 to its Fifth Amended and Restated Credit Agreement with Citibank and other lenders. The amendment changes certain financial covenants and extends the covenant relief period, while adding new limits on subsidiary debt, dividends and collateral provisions.

How long does the new covenant relief period last for FMC?

The covenant relief period under the amended credit agreement is extended to the earlier of December 31, 2028 and the date on which FMC provides a covenant relief period termination notice, as described in the amendment.

How does the amendment affect FMC's ability to incur subsidiary indebtedness?

During the covenant relief period, the amendment limits FMC’s subsidiary indebtedness to a maximum aggregate outstanding principal amount of $350 million, subject to certain exceptions. This restricts additional borrowing at the subsidiary level.

What dividend restrictions are included in FMC's amended credit agreement?

The amendment limits increases to FMC’s regular quarterly dividend above $0.08 per share, and it restricts the declaration of any other dividend unless FMC is in pro forma compliance with a leverage ratio of not greater than 3.75 to 1:00.

What new collateral or asset-related requirements does FMC face under the amendment?

FMC must ensure that the aggregate value of certain qualifying intellectual property is at least $1 billion. In addition, FMC will be required to grant a lien over substantially all of its assets, subject to customary exceptions, if it receives public debt ratings from any two of S&P, Fitch or Moody’s below BB+ (for S&P and Fitch) or Ba1 (for Moody’s).

How are FMC's lenders involved beyond providing the credit facility?

Some of the lenders and their affiliates have other financial relationships with FMC, including cash management, investment banking, trust and leasing services, as well as interest rate and foreign exchange arrangements.