FMC 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Business and Industry Conditions

Our business faces competition, which could affect our ability to maintain or raise prices, successfully enter certain markets or retain our market position.

Additionally, competition from generic agrochemical producers, particularly from producers based in China, has had and may continue to have a significant impact on our business and financial results, as a number of key product patents have expired in the last two decades. These competitive differences may not be overcome and may erode our business. Agriculture in many countries is changing and new technologies (e.g., precision pest prediction or application, data management) continue to emerge. At this time, the scope and potential impact of these technologies are largely unknown but could have the potential to disrupt our business.

Our markets are affected by climatic conditions, both chronic and acute, which could adversely impact our business.

Unexpected market conditions may adversely impact our business due to the seasonal nature of the crop protection market and the geographic spread of our business.

In any given calendar quarter certain geographies may predominate the demand for our products in light of seasonal variations typically associated with the crop protection market and the geographic regions in which we operate. Unexpected market conditions in any such predominating geography, such as adverse weather, pest pressures, or other risks described herein, may impact our business if occurring during a calendar quarter in which such geography is predominating.

Changes in the regulatory environment, particularly in the U.S., Brazil, China, Argentina and the European Union, could adversely impact our ability to continue producing and/or selling certain products in our domestic and foreign markets or could increase the cost of producing and/or selling certain products.

We have continued to grow our geographic footprint particularly in Europe and Asia, which means that developments outside the U.S. will generally have a more significant effect on our operations than in the past. Our operations outside the U.S. are subject to special risks and restrictions, including: fluctuations in currency values; exchange control regulations; changes in local political or economic conditions; governmental pricing directives; import and trade restrictions or tariffs; import or export licensing requirements and trade policy; restrictions on the ability to repatriate funds; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad.

We are sensitive to regulatory risk given the need to obtain and maintain pesticide registrations in every country in which we sell our products. Moreover, we are required to comply with protocols or applicable regulatory requirements of biological products. Protocols and regulations may change, or regulatory agencies may determine that a biological product is not approvable. There is a risk that future regulatory requirements may lead to delays in development of biologicals or limit growth from biologicals. Many countries require re-registration of pesticides to meet new and more challenging requirements; while we defend our products vigorously, these re-registration processes may result in significant additional data costs, reduced number of permitted product uses, or potential product cancellation. Compliance with changing laws and regulations may involve significant costs or capital expenditures or require changes in business practice that could result in reduced profitability. In the European Union, the regulatory risk specifically includes the chemicals regulation known as REACH (Registration, Evaluation, and Authorization of Chemicals), which requires manufacturers to verify through a special registration system that their chemicals can be marketed safely. Changes to the regulatory environment may be influenced by non-government public pressure as a result of negative perception regarding the use of our crop protection products. Products reviewed by regulators and labeled safe for use may still be challenged by others which could lead to negative public perception or regulatory action. Competing products labeled safe for use were subject to lawsuits or claims, and a similar situation for our products could result in negative impacts.

We do business in highly regulated industries. Changes in government regulations or trade association policies could adversely affect our results of operations.

Much of our business is subject to government regulation and regulation by certain private sector associations, compliance with which can impose significant costs on our business. Future government policies may adversely affect the supply of, demand for, and prices of the Company’s products; restrict the Company’s ability to do business in its existing and target markets;

and adversely affect the Company’s revenues and operating results. Other regulations are applicable generally to all our businesses and corporate functions, including, without limitation, those promulgated under the FCPA, the Employee Retirement Income Security Act and other employment and health care related laws, federal and state securities laws, and the U.S. Patriot Act. Failure to comply with such regulations can result in additional costs, fines or criminal action.

A significant part of our operations is regulated by environmental laws and regulations, including those governing the labeling, use, storage, discharge and disposal of hazardous materials. Because we use and handle hazardous substances in our businesses, changes in environmental requirements or an unanticipated significant adverse environmental event could have an adverse effect on our business. We cannot assure that we have been, or will at all times be, in compliance with all environmental requirements, or that we will not incur costs or liabilities in connection with these requirements. Private parties, including current and former employees, could bring personal injury or other claims against us due to the presence of, or exposure to, hazardous substances used, stored or disposed of by us, or contained in our products. We are also exposed to residual risk because some of the facilities and land which we have acquired may have environmental liabilities arising from their prior use. In addition, changes to environmental regulations may require us to modify our existing plant and processing facilities which could significantly increase the cost of those operations.

Our agricultural production and trade flows can be affected by government programs and legislation. Production levels, markets and prices of the commodities we merchandise can be affected by U.S. government programs, which include acreage controls and price support programs administered by the USDA and required levels of ethanol in gasoline through the Renewable Fuel Standards as administered by the EPA. Other examples of government policies that can have an impact on our business include the Inflation Reduction Act, tariffs, taxes, duties, subsidies, import and export restrictions, outright embargoes and price controls on agricultural commodities. Because a portion of our commodity sales are to exporters, the imposition of export restrictions and other foreign countries’ regulations could limit our sales opportunities and create additional credit risk associated with export brokers if shipments are rejected at their destination.

Our Company manufactures certain agricultural nutrients and uses potentially hazardous materials. All products containing pesticides, fungicides and herbicides must be registered with the EPA and state regulatory bodies before they can be sold. The inability to obtain or the cancellation of such registrations could have an adverse impact on our business. In the past, regulations governing the use and registration of these materials have required us to adjust the raw material content of our products and make formulation changes. Future regulatory changes may have similar consequences. Regulatory agencies, such as the EPA, may at any time reassess the safety of our products based on new scientific knowledge or other factors. If it were determined that any of our products were no longer considered to be safe, it could result in the amendment or withdrawal of existing approvals, which, in turn, could result in a loss of revenue, cause our inventory to become obsolete or give rise to potential lawsuits against us. Consequently, changes in existing and future government or trade association polices may restrict our ability to do business and have an adverse impact on the Company’s financial results.

Varying definitions in regulations create regulatory uncertainty for our Company when adapting to new environmental rules, including changes to EPA requirements.

Regulatory bodies may use different definitions for regulated substances, which may result in uncertainty for our Company when adapting to new environmental rules. For example, the EPA defines PFAS as chemicals with two or more fluorinated carbon atoms whereas OECD defines PFAS as containing at least one fluorinated carbon atom. Increased pressure from non-government organizations and public opinion influence policy and regulatory bodies, which may result in frequent changes in federal and state regulations causing disparate standards across jurisdictions. This regulatory uncertainty may cause restrictions or bans on certain products, coupled with increased litigation risks due to opaque compliance requirements, as well as difficulty in long-term planning and investment decisions, which adversely impact product development and reformulation. Furthermore, regulatory uncertainty may increase cash outflows for compliance and securitization of reserves. These effects of regulatory uncertainty could adversely impact our financial results.

We are subject to customer, consumer, shareholder and regulatory focus on sustainability, which may result in additional costs in order to meet new requirements, including adversely affecting our stock price, results of operations and access to capital.

We face increasing regulatory reporting requirements related to sustainability topics, specifically in the European Union among other jurisdictions. At the same time, our customers, consumers and shareholders may be sensitive to environmental-related and other long-term sustainability issues. The focus on sustainability has resulted and may continue to result in new and changing regulations, including the need to comply with different regulatory regimes in different jurisdictions, and customer requirements that could affect us. These could cause us to incur additional capital expenditure and other costs or to make changes to our operations or reporting systems in order to comply with any new regulations and customer requirements.

We could also lose revenue, including as a result of negative publicity, if our customers divert business from us because we have not complied with their sustainability requirements. Increased regulatory scrutiny, consumer or customer legal actions, shareholder activism with respect to sustainability, shifting public and investor sentiment on sustainability matters could also lead to increased costs and disruption to operations. These potential costs, changes and loss of revenue could have a material adverse effect on our business, results of operations and financial condition. In addition, climate change may result in changes to the governmental policy around greenhouse gases and other environmental and sustainability‑related matters, including emission caps, trade regulations and other mechanisms to promote reduction of carbon emissions. Depending on their nature and scope, this could subject our manufacturing operations and suppliers to significant additional costs or limits on operations and affect the sources and supply of energy.

Our operating results could be significantly affected by the cost of commodities such as chemical raw material commodities, energy commodities, and harvested crop commodities.

Because most of our products are commodities, increases in commodity prices, including chemical raw material or energy commodity pricing, may negatively affect our financial results. There can be no assurance that we will be able to pass through increased costs to our customers. A significant increase in the price of fertilizer, natural gas, ammonia, sulfur or energy costs that is not recovered through an increase in the price of our related crop nutrients products could have a material adverse impact on our business. We use hedging strategies, where available on reasonable terms, to address energy and material commodity price risks. We may attempt to mitigate our exposure to increasing energy costs by hedging the cost of future deliveries of natural gas and electricity by entering into physical and financial derivative contracts. However, we are unable to avoid the risk of medium-term and long-term increases. Additionally, fluctuations in harvested crop commodity prices could negatively impact our customers' ability to sell their products at previously forecasted prices resulting in reduced customer liquidity. Inadequate customer liquidity could affect our customers’ abilities to pay for our products and, therefore, affect existing and future sales or our ability to collect on customer receivables.

Changes in the price or availability of key raw materials for production of finished goods have had, and could again have, a material adverse impact on our businesses.

Certain raw materials are critical to our production processes and our purchasing strategy and supply chain design are complex. Our supply chain and business operations could be disrupted from the temporary closure of third-party supplier and manufacturer facilities, interruptions in product supply or restrictions on the export or shipment of our products. We closely monitor raw material and supply chain costs. We source critical intermediates and finished products from a number of suppliers, largely outside of the U.S. and principally in China and India. From time to time, our profitability has been and may in the future be adversely impacted by the price and availability of these key inputs and other energy costs. In recent years, we have seen some logistics challenges, pointed supply chain shortages, and increased cost of goods due to disruptions in energy markets, inflation and tariffs. There is considerable uncertainty surrounding the trade relationship between the U.S. and trading partners — e.g., the tariffs on goods coming into the U.S. from China, the reciprocal tariffs on goods imported into the U.S. to match tariffs imposed by other nations on goods imported from the U.S., and China’s tariffs on imports of certain U.S. goods. Such changes have and may continue to adversely impact our business. In addition, the ongoing conflict between Russia and Ukraine and the related sanctions have led, and may continue to lead, to disruption and instability in global markets, supply chains and volatile pricing and availability of these key inputs and raw materials.

Further, while we have made supply arrangements to meet planned operating requirements, an inability to obtain the critical raw materials or operate under contract manufacturing arrangements would adversely impact our ability to produce certain products and could lead to operational disruption and increase uncertainties around business performance. An inability to obtain these products or execute under contract sourcing arrangements would adversely impact our ability to sell products.

Risks Related to our Business Operations

A global catastrophic event could have a material adverse effect on our business.

A global catastrophic event (e.g., nuclear incident, pandemic, natural disaster) could endanger the lives and safety of our employees, limit market access, constrain supply and would require high levels of cross-functional coordination to maintain business continuity. If not properly managed, FMC could suffer substantial financial losses should the event negatively impact our operations or those of our customers. Global catastrophic events could also result in social, economic, and labor instability in the countries in which we or our customers and suppliers operate. These uncertainties could have a material adverse effect on our business and our results of operation and financial condition. A widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products.

As a chemical manufacturing company, our operations are subject to operational risks and have the potential to cause environmental or other damage as well as personal injury, or disrupt our ability to supply our customers, any of which could adversely affect our business, results of operations and cash flows.

The operation of a chemical manufacturing business as well as the sale and distribution of chemical products are subject to operational as well as safety, health and environmental risks. Our manufacturing processes and those of our contract manufacturers are subject to hazards inherent in chemical manufacturing, which include explosions, fires, mechanical failure, unscheduled downtimes, supplier disruptions, labor shortages or other labor difficulties, information technology systems outages, disruption in our supply chain or manufacturing and distribution operations, transportation interruptions, chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of contaminated or off-specification product to customers, storage tank leaks, other environmental risks, cyberattacks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, terrorism or war, civil or political unrest, severe weather and natural disasters, large scale power outages and public health epidemics and pandemics. These events and their consequences could negatively impact our results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.

Interruptions at our key facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole.

We produce products through a combination of owned facilities and contract manufacturers. We own and operate large-scale active ingredient manufacturing facilities in the U.S. (Mobile), Puerto Rico (Manati), China (Jinshan), Denmark (Ronland), and India (Panoli). Our operating results are dependent in part on the continued operation of these production facilities. Interruptions at these facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole. Some of the hazards inherent in chemical manufacturing (e.g., spills, explosions, fires) may cause severe damage to or destruction of property and equipment or personal injury and loss of life and may result in suspension of operations or the shutdown of affected facilities. In addition, the occurrence of material operating problems at our facilities, particularly at a facility that is the sole source of a particular product we manufacture, or a disruption in our supply chain or distribution operations may result in loss of production, which, in turn, may make it difficult for us to meet customer needs. Other disruptions in supply chains and distribution channels, including those caused by global or regional logistics delays and constraints, such as rail or other transportation interruptions, could disrupt our business operations. These events and their consequences could negatively impact our results of operations and cash flows, both during and after the period of operational difficulties, and could harm our reputation.

A shortage or unavailability of trucks, railcars, tugs, barges and ships for carrying our products and the raw materials we use in our business could result in customer dissatisfaction, loss of production or sales and higher transportation or equipment costs.

We rely heavily upon truck, rail, tug, barge and ocean freight transportation to obtain raw materials needed at our facilities and to deliver our products to our customers. In addition, the cost of transportation is an important part of the final sale price of our products. Finding affordable and dependable transportation is important in obtaining our raw materials and to supply our customers. Higher costs for these transportation services or an interruption or slowdown due to factors including high demand, high fuel prices, labor disputes, layoffs or other factors affecting the availability of qualified transportation workers, adverse weather or other environmental events, or changes to rail, barge or ocean freight systems, could negatively affect our ability to produce our products or deliver them to our customers, which could affect our performance and results of operations.

Strong demand for grain and other products and a strong world economy increases the demand for and reduces the availability of transportation, both domestically and internationally. Shortages of railcars, barges and ocean transport for carrying product and increased transit time causing delays and missed shipments may result in customer dissatisfaction, loss of sales and higher equipment and transportation costs. In addition, during periods when the shipping industry has a shortage of ships, the substantial time needed to build new ships prevents rapid market response.

We are subject to extensive federal, state, local, and foreign environmental and safety laws, regulations, directives, rules and ordinances concerning, among other things, emissions in the air, discharges to land and water, and the generation, handling, treatment, disposal and remediation of hazardous waste and other materials.

Risks related to Acquisitions and Divestitures

Our exploration of strategic options may not result in entering into or completing transactions, when necessary, and the process of reviewing alternative strategic options or their conclusion could adversely affect our stock price.

In February 2026, we announced that the Company is engaging in a strategic review to explore options to enhance shareholder value. Potential strategic paths may include partnerships, joint ventures, mergers, acquisitions, or licensing transactions, a combination of these, or other strategic transactions. There can be no assurance, however, that our review will result in transactions or other alternatives, even when deemed necessary. There is no set timetable for our strategic process, and we do not intend to provide updates unless or until the Board approves a specific action or otherwise determines that disclosure is appropriate or necessary. There can be no guarantee that the process of evaluating alternative strategic paths will result in our Company entering into or completing potential transactions within the anticipated timing or at all.

Any potential transaction would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the interest of third parties in a potential transaction with us, obtaining stockholder approval and the availability of financing to third parties in a potential transaction with us on reasonable terms. The process of reviewing alternative strategic paths may be time consuming, may involve the dedication of significant resources and may require us to incur significant costs and expenses. It could negatively impact our ability to attract, retain and motivate employees, and expose us to potential litigation in connection with this process or any resulting transaction. If we are unable to effectively manage the process, our financial condition and results of operations could be adversely affected. In addition, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of our Company could cause our stock price to fluctuate significantly. Further, any strategic options that may be pursued and completed ultimately may not deliver the anticipated benefits or enhance stockholder value.

Our financial results could be harmed if we fail to implement the plan to divest the Company’s commercial business in India in the expected timeline.

In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country. The sale process is underway and is expected to conclude in 2026. The assets related to this business are classified as held for sale beginning in the third quarter of 2025. However, we may be unable to find a buyer willing to purchase this business, or may not receive an offer on terms favorable to us. Further, if the sale process becomes protracted, we may have to hold onto the commercial business for longer than anticipated, which may have a continued adverse impact on our financial results. Failure to complete the divestment in the expected timeline and to successfully enter into a supply agreement with the eventual buyer to participate in the India market could have an adverse impact on the Company’s financial results.

The FMC Lithium separation might be interpreted as a taxable event by the IRS or local taxing authorities, subjecting the Company to material tax liabilities.

India Held for Sale Business

In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country. FMC plans to continue to actively participate in the India market through a supply agreement with the eventual buyer of the business for its patented and data-protected portfolio, ranging from new diamide technologies to active ingredients and biologicals. The Company will continue its active ingredients manufacturing operations in India. The sale process is underway and is expected to conclude in 2026; and, therefore, the assets related to this business are classified as held for sale beginning in the third quarter of 2025. However, there is no assurance that we will be able to complete the divestment in the expected timeline and on favorable terms, or that we will be able to successfully enter into a supply agreement with the buyer. Although the business does not qualify for recognition as discontinued operations and will continue to be presented in the Company's reported results until a transaction is completed, we believe excluding India's operating results from our non-GAAP measures during the held for sale period, beginning with the third quarter of 2025, provides management and investors with useful supplemental information regarding our ongoing financial performance. In preparation for the sale, we took a series of target actions to optimize the business for transfer and reflect its fair value.

Total adjustment - approximately $522 million

The assets associated with the India commercial business held a carrying value of approximately $960 million at June 30, 2025. We evaluated the fair value of the assets associated with the business and determined the estimated fair value less costs to sell to be $450 million. Accordingly, we recorded $522 million of charges and write-downs in 2025 as a result of one-time commercial actions to prepare the India business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. This adjustment was reflected across multiple income statement line items as presented in the table below.

•Operating results, substantially pre-sale commercial adjustments ($320 million): These one-time actions commenced during the period included product returns and pricing changes designed to (1) accelerate receivables collection, (2) optimize the working capital mix of receivables and inventory, and (3) address contemporaneous changes in local indirect taxation. These adjustments impacted both the Revenue and Cost of sales and services line items on the consolidated statement of income (loss), resulting in revenue charges for the India business in the third quarter of 2025. These actions were taken in both collaboration with and in anticipation of customer behavior stemming from known indirect tax implications and broader market dynamics. These steps will help mitigate collection and local tax risks and position the business for a stronger sale outcome. The $320 million is made up of revenue charges of $422 million, a credit to cost of sales of $128 million and SG&A charges of $26 million.

•Asset impairment ($195 million): Following the commercial adjustments, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sell, was recorded as an asset impairment, reflected within the Restructuring and Other Charges line item on the consolidated statement of income (loss).

Balance sheet impact - The combination of commercial adjustments and impairment resulted in a write-down of the net assets identified as held for sale to $450 million, as presented on the consolidated balance sheet as of December 31, 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. A key component of this initiative is the Manufacturing Restructuring Program, which focuses on redesigning FMC’s manufacturing footprint and includes exiting certain high-cost active ingredient and formulation plants and transitioning production to lower-cost sources. These actions are intended to create a cost-competitive structure that enables FMC’s products to better compete with generics while fully leveraging its innovative technology portfolio. In addition, we are implementing cost-reduction initiatives in Asia to reflect the smaller scale of the region’s business following the planned sale of the India commercial operations. We intend to continue to right-size our cost base and optimize the overall organizational structure, with a sustained focus on driving cost improvements and productivity amid ongoing challenges. However, these actions may take longer than expected to implement, may result in higher-than-anticipated costs or operational disruptions, and may not achieve the expected efficiencies, cost savings or strategic objectives. During the twelve months ended December 31, 2025, we incurred non-cash asset write-off and accelerated depreciation costs of $155.7 million primarily associated with the planned exit of certain production activities, other miscellaneous charges, including professional service provider costs, of $14.5 million and severance and employee separation costs of $1.8 million in connection with Project Foundation.

•Revenue of $3,467.4 million in 2025 decreased $778.7 million or approximately 18 percent versus last year primarily driven by one-time commercial actions taken to position the India business for sale. Excluding those actions which resulted in revenue charges for the India business beginning in the third quarter of 2025, revenue decreased 8 percent versus the prior year driven by a 6 percent price decline, roughly half of which was due to adjustments for certain diamide partners on "cost-plus" contracts. The remaining price decline was mostly attributed to competitive pressure on core portfolio products. On a regional basis, sales in Europe, Middle East and Africa increased by 4 percent, sales in Latin America decreased by 3 percent, and sales in North America decreased 6 percent. Sales in Asia, which included the adjustments for one-time commercial actions in India, decreased approximately 83 percent. A more detailed review of revenue excluding the commercial actions related to the India held for sale business is discussed under the section titled "Results of Operations."

•Our gross margin of $1,283.0 million decreased by $365.9 million or approximately 22 percent versus the prior year gross margin of $1,648.9 million. Gross margin as a percent of revenue was 37 percent for the year ending December 31, 2025. Excluding the impact of the one-time commercial actions, our gross margin as a percent of revenue was 41 percent, which increased compared to a gross margin percentage of 39 percent in the prior year as a result of continued cost improvement partially offset by lower pricing during the period.

•Net loss attributable to FMC stockholders of $2,238.9 million decreased $2,580.0 million compared to net income attributable to FMC stockholders of $341.1 million in the prior year primarily driven by a significant increase in restructuring and other charges recorded during the period. As a result of the significant decrease in our stock price during the fourth quarter of 2025, we performed a test of our goodwill and other intangible assets for impairment in connection with the preparation of our financial statements for the year ending December 31, 2025. We recorded a $1,356.2 million write-off of our remaining goodwill balance in connection with the impairment test. Additionally, as previously mentioned, we recorded $522 million of charges and write-downs in 2025 as a result of one-time commercial actions to prepare the India commercial business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $372.0 million decreased $64.3 million or approximately 15 percent. See the disclosure of our adjusted earnings non-GAAP financial measurement under the section titled "Results of Operations".

2026 Priorities and Strategic Review

In 2026, we plan to focus on executing our operational priorities, one of which is strengthening the balance sheet by paying down debt through asset sales and licensing agreements, including the previously announced sale of our India commercial business which is classified as held for sale. Our 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. However, we expect continued pressure on price during the year due to competitive market dynamics for core portfolio products and lower Rynaxypyr® active pricing. We will maintain our focus on reducing costs, which 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.

Additionally, 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. FMC's four new active ingredients, along with its broader development pipeline, are unique and transformative. The company believes there is significant opportunity to enhance shareholder value and ensure the long-term success of our portfolio 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.

(3)The year ended December 31, 2025 includes charges incurred in connection with a shutdown of a product line at one of our manufacturing sites as part of Project Focus of $17.3 million, which are recorded to "Cost of Sales and services" on the consolidated statements of income (loss). Charges of $1,758.4 million recorded as "Restructuring and other charges (income)" on the consolidated statements of income (loss) for the year ended December 31, 2025 are also included in the reconciliation above. See Note 7 to the consolidated financial statements included within this Form 10-K for details of restructuring and other charges (income).

(5)Beginning with the third quarter of 2025, the operating results of the India commercial business are excluded from our Adjusted EBITDA during the held for sale period. For the year ended December 31, 2025, we have excluded $521.7 million in charges and write-downs related to the India held for sale business including charges of $319.8 million recognized in connection with one-time commercial actions to position the India business for sale, asset impairment charges of $194.8 million to record the assets held for sale to their estimated fair value less costs to sell, and $7.1 million in third party provider costs incurred in connection with the transaction. The one-time commercial actions to prepare the India business for sale resulted in a decrease to the Revenue and Cost of sales and services line items on the consolidated statement of income (loss) and the impairment charges as well as third party provider costs were recorded to Restructuring and other charges (income) on the consolidated statement of income (loss). Refer to the India Held for Sale Business section for further details.

(1)Represents restructuring and other charges (income), and non-operating pension, postretirement and other charges (income). The year ended December 31, 2025 includes charges incurred in connection with a shutdown of a product line at one of our manufacturing sites as part of Project Focus of $17.3 million, which are recorded to "Cost of Sales and services" on the consolidated statements of income (loss). Charges of $1,758.4 million recorded as "Restructuring and other charges (income)" on the consolidated statements of income (loss) for the year ended December 31, 2025 are also included in the reconciliation above.

(2)Beginning with the third quarter of 2025, we excluded the operating results of the India commercial business from our adjusted earnings during the held for sale period for non-GAAP purposes. For the twelve months ended December 31, 2025, we have excluded $521.7 million of charges and write-offs in connection with the India held for sale business as a result of one-time commercial actions to prepare the India business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. For further details, refer to note 5 in the Adjusted EBITDA reconciliation above.

(5)The average number of shares outstanding used in the twelve months ended December 31, 2025 diluted adjusted after-tax earnings from continuing operations per share computation (non-GAAP) includes 0.4 million diluted shares. This number of shares differs from the average number of shares outstanding used in diluted earnings per share computations (GAAP) as we had a net loss from continuing operations attributable to FMC stockholders during the twelve months ended December 31, 2025. Per share amounts may differ due to the average number of outstanding shares used in the calculation.

RECONCILIATION OF REVENUE (GAAP)

TO REVENUE EXCLUDING INDIA (NON-GAAP)(2)

(1)Beginning with the third quarter of 2025, revenue from the India commercial business is excluded from our results during the held for sale period for non-GAAP purposes. During the twelve months ended December 31, 2025, we took several one-time commercial actions to prepare the India commercial business for sale. For further details, refer to note 5 in the Adjusted EBITDA reconciliation above.

(2)Although the India held for sale business does not qualify for recognition as discontinued operations, we believe Revenue excluding India (non-GAAP) provides management and investors with useful supplemental information regarding our ongoing revenue performance.

(1)Beginning with the third quarter of 2025, revenue from the India commercial business is excluded from our adjusted results during the held for sale period for non-GAAP purposes, as described in note 5 in the Adjusted EBITDA reconciliation above.

In the discussion below, all comparisons are between the periods unless otherwise noted. In certain instances, parts included in the variance explanations in the discussion below may not sum to the total variance for the financial statement line item due to rounding.

Revenue of $3,467.4 million decreased $778.7 million, or approximately 18 percent versus the prior year period primarily driven by revenue charges in India due to one-time commercial actions to prepare the India business for sale. Excluding the India held for sale business beginning in the third quarter of 2025, revenue decreased 8 percent versus the prior period driven by a price decline of 6 percent, roughly half of which was due to adjustments for certain diamide partners on "cost-plus" contracts. The remaining price decline was attributed to competitive pressure on core portfolio products and price reductions for branded Rynaxypyr® active. Volume improved 1 percent driven by increased demand for new active ingredients and expanded market access in Brazil. Foreign currency impacts were essentially flat to prior year. The removal of India revenue for the second half of 2025 as compared to the inclusion of India revenue in 2024 accounted for a decrease in revenue of approximately 3 percent during the period.

1.During the twelve months ended December 31, 2025, we took several one-time commercial actions to prepare the India commercial business for sale. These one-time actions to position the India business for sale resulted in revenue charges of $421.9 million for the India business in 2025 and included the recognition of actual inventory returns during the period, an increase to the reserve for future sales returns, and various pricing actions to assist with the acceleration of receivable collection.

North America: Revenue decreased approximately 6 percent in the year ended December 31, 2025 driven by lower volumes from customers in the U.S. delaying purchases during the first quarter and expected destocking in Canada during the second quarter. Solid branded growth in the U.S., most notably in the growth portfolio, partially offset the impact of lower volumes. Lower pricing, primarily for branded products, also contributed to the decrease during the period.

Latin America: Revenue decreased approximately 3 percent for the year ended December 31, 2025 primarily due to lower pricing and limited volume growth driven by generic pressure in the market. In addition, low liquidity caused customer credit constraints in Brazil and Argentina and acted as a further inhibitor to growth. The decrease in revenue was partially offset by direct sales to cotton growers in Brazil and sales of new active ingredients fluindapyr and Isoflex® active.

EMEA: Revenue increased approximately 4 percent (up approximately 3 percent organically) driven by strong volume gains mainly in the growth portfolio and aided by the recent launch of Isoflex® active in Great Britain.

Asia: Revenue decreased approximately 83 percent compared to the prior year period primarily due to one-time commercial actions to prepare the India commercial business for sale. Revenue excluding India (non-GAAP) for the year ended December 31, 2025 was down 33 percent (down approximately 32 percent organically) year-over-year primarily due to lower volumes and significant pricing pressure caused by generic competition in the region.

Gross margin of $1,283.0 million decreased by $365.9 million, or approximately 22 percent versus the prior year period primarily due to 23 percent decrease caused by the one-time commercial actions taken in India. Cost improvement during the period resulted in a 21 percent increase to gross margin, respectively. The increase was partially offset by lower pricing and volumes of 15 percent and 2 percent, respectively, during the period. Foreign currency was a headwind of 3 percent. Gross margin percent of approximately 37 percent decreased compared to approximately 39 percent in the prior year period. Excluding the impact of the one-time commercial actions, our gross margin as a percent of revenue was 41 percent, which increased compared to gross margin percentage of 39 percent in the prior year as a result of continued cost improvement partially offset by lower pricing during the period.

Selling, general and administrative expenses of $684.9 million increased by $40.3 million, or approximately 6 percent versus the prior year period. The increase in selling, general and administrative expenses is primarily the result of investment to support new products as well as additional sales force in Brazil to support the expanded market access in the country.

Strategic Review

On June 30, 2026, FMC announced that we have entered into a definitive agreement under which the Tessenderlo Group, a Belgian-based industrial group, will make a strategic minority equity investment in FMC Corporation of approximately $400 million USD at a price of $13.30 per share. Upon completion of the transaction, Tessenderlo Group will own approximately 20.0% of the outstanding shares of FMC common stock. This transaction represents the conclusion of the FMC Board of Directors' exploration of strategic options, which was announced in February 2026. FMC intends to use the funds to pay down debt. With this investment, FMC is well positioned to execute on its operational and strategic plan as an independent company, which includes advancing its R&D pipeline and accelerating the commercialization of its innovations.

Second Quarter 2026 Highlights

The following items are the financial highlights of our business during the three months ended June 30, 2026 compared to the three months ended June 30, 2025:

•Revenue of $867.1 million for the three months ended June 30, 2026 decreased $183.4 million, or approximately 17 percent, versus the prior year period driven by a decrease in volumes due to lower diamide partner orders and reduced demand for core legacy products, particularly in North America, as growers contend with strained margins. Pricing pressure continued during the period primarily in connection with the company’s core legacy products and planned pricing actions on branded Rynaxypyr® active. On a regional basis, sales in Latin America decreased approximately 10 percent, sales in Europe, Middle East and Africa decreased approximately 18 percent, sales in Asia decreased approximately 20 percent and sales in North America decreased by approximately 22 percent. A more detailed review of revenue is discussed under the section titled "Results of Operations."

•Our gross margin of $342.1 million decreased versus the prior year quarter by $64.2 million. Gross margin as a percent of revenue of approximately 39 percent was flat compared to the prior year period.

•Selling, general and administrative expenses were $179.1 million, which represents an increase of approximately 1 percent versus the prior year period primarily as a result of continued investment to support new products. Research and development expenses of $60.4 million decreased $6.0 million, or 9 percent, compared to the previous year primarily due to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.

•Net loss attributable to FMC stockholders of $186.6 million decreased $253.3 million from net income of $66.7 million in the prior year period largely driven by an increase of $185.6 million in our restructuring and other charges (income) primarily due to costs incurred in connection with Project Foundation, which is the comprehensive plan to further optimize FMC’s cost structure and organizational operations initiated in 2025. The charges were largely comprised of non-cash asset write-off and accelerated depreciation costs of $134.2 million primarily associated with the planned exit of certain production activities, which includes a write-off of $70.6 million for certain receivables due to a change in our commercial strategy in Latin America. During three months ended June 30, 2026, we also recorded an additional impairment charge and incurred third party provider costs within restructuring and other charges (income) in connection with the India held for sale business, discussed further below. Increased interest expense also contributed to the change in net loss for the period. Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $33.1 million decreased $53.6 million compared to the prior year adjusted after-tax earnings of $86.7 million. Lower price and volume were partially offset by favorable costs. See the disclosure of our Adjusted earnings (loss) non-GAAP financial measurement below, under the section titled "Results of Operations."

•In June 2026, we entered into a co-exclusive strategic supply and license agreement with Corteva, Inc. Under the terms of the agreement, which extends through the next decade, FMC retains all rights of ownership to rimisoxafen and will supply Corteva, Inc. with the active ingredient. Both companies will develop and commercialize their own exclusive premix formulations for the corn and soybean markets across North and South America, while FMC will continue to develop additional rimisoxafen-based products for other crops and geographies globally. In connection with the closing of the transaction, Corteva made an initial prepurchase cash payment of $200.0 million for rimisoxafen to be supplied by FMC, which was recognized as deferred revenue and was included in Other long-term liabilities on the consolidated balance sheet as of June 30, 2026.

•In June 2026, we entered into a framework agreement to sell property at our global R&D headquarters at the Stine Research Center in Newark, Delaware for gross proceeds of approximately $114 million, subject to a due diligence period and other closing conditions and adjustments. The decision to pursue this transaction reflects FMC's ongoing efforts to optimize its asset base, converting underutilized real estate into capital that will be applied directly to debt reduction while maintaining the operational capabilities central to the Company's growth strategy. Upon completion of the sale, FMC intends to lease back the facilities it actively operates under a separate lease agreement. FMC will retain ownership of its adjacent Maryland properties. The transaction is structured to minimize any disruption to FMC's research operations. The Company's R&D capabilities, core research activities and scientific infrastructure remain fully in place. The transaction is expected to close in the fourth quarter of 2026; however, as a result of customary negotiation terms included in the agreement, there can be no assurance that the framework agreement will ultimately result in a transaction.

Revenue of $1,625.7 million decreased $216.2 million, or approximately 12 percent, versus the prior year period. Excluding the India held for sale business for the six months ended June 30, 2026, revenue decreased $238.1 million, or approximately 13 percent primarily driven by a price decline of 7 percent driven by lower pricing to diamide partners, planned pricing actions on branded Rynaxypyr® active and a competitive market for legacy core products. A decrease in volumes of 5 percent was primarily due to lower diamide partner orders and reduced demand for core legacy products, particularly in North America, as growers contend with strained margins partially offset by volume growth in Europe, Middle East and Africa during the first quarter of 2026. Foreign currency impacts resulted in an increase of approximately 3 percent during the period. The removal of India revenue for the six months ended June 30, 2026 as compared to the inclusion of India revenue in the six months ended June 30, 2025 accounted for a decrease in revenue of approximately 4 percent during the period.

North America: Revenue decreased approximately 12 percent year-over-year (down 13 percent organically) driven by lower pricing and volumes due to competition and actions on branded Rynaxypyr® active partially offset by volume growth for branded products, particularly herbicides, during the first quarter of 2026.

Latin America: Revenue decreased approximately 12 percent versus prior year period (down 18 percent organically) primarily due to lower diamide partner orders as well as lower pricing and limited volume growth on core portfolio products driven by generic pressure in the market.

EMEA: Revenue decreased approximately 2 percent (down 7 percent organically) compared to the prior year period. Growth in branded products, specifically herbicides and Cyazypyr® active was more than offset by lower volumes resulting from high temperatures across the region as well as expected registration losses during the period.

Asia: Revenue decreased approximately 28 percent year-over-year. Revenue excluding India (non-GAAP) for the six months ended June 30, 2026 was down 36 percent (down 38 percent organically) year-over-year primarily due to pricing pressure caused by generic competition in the region. Grower economics were challenged amid current geopolitical uncertainty, which led to lower volumes primarily for insecticides.

Gross margin of $588.7 million decreased by $134.3 million, or approximately 19 percent versus the prior year period primarily driven by competitive market pressure, which resulted in decrease in volumes and pricing of 5 percent and 17 percent, respectively. Cost improvement of 4 percent, primarily due to manufacturing cost favorability in the second quarter of 2026, and foreign currency tailwinds of 4 percent partially offset these decreases. The removal of the India held for sale business for the six months ended June 30, 2026 as compared to the inclusion in the six months ended June 30, 2025 accounted for a decrease in gross margin by approximately 5 percent. Gross margin percent of approximately 36 percent decreased compared to approximately 39 percent in the prior year period as a result of the lower pricing due to competitive pressure.

Selling, general and administrative expenses of $364.2 million increased by $15.4 million, or 4 percent, versus the prior year period primarily as a result of continued investment to support new products.

Research and development expenses of $125.9 million decreased by $9.2 million or 7 percent compared to the previous year primarily due to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.

Depreciation and amortization of $83.1 million decreased by $4.0 million or 5 percent compared to the prior year period of $87.1 million primarily as a result of certain assets being fully amortized during the prior year.

Interest expense, net of $136.1 million increased by $25.0 million or 23 percent compared to the prior year period of $111.1 million primarily driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025 and our Senior Secured Notes offering completed in June 2026, which increased interest expense by $17.4 million as well as an increase of $11.4 million driven by higher domestic debt balances. The increase was partially offset by a decrease of $3.8 million driven by lower foreign debt balances and rates.

Restructuring and other charges (income) of $234.0 million is primarily comprised of $226.6 million in charges related to Project Foundation. The charges for Project Foundation include non-cash asset write-off and accelerated depreciation costs of $198.9 million primarily associated with the planned exit of certain production activities, which includes a write-off of $70.6 million for certain receivables due to a change in our commercial strategy in Latin America. We also incurred severance and employee separation costs of $11.5 million and other miscellaneous charges of $16.2 million, which includes contract exit costs and professional service provider costs, partially offset by the cash proceeds from the sale of a legacy product line. During the six months ended June 30, 2026, we also recorded charges of $7.2 million related to Project Focus and charges of $0.2 million in connection with previously implemented restructuring initiatives.

Other charges (income) of $65.3 million during the six months ended June 30, 2026 is primarily related to adjustments recorded in connection with the India held for sale business, which included an impairment charge of $43.6 million and third party provider costs of $13.0 million. Other charges (income) also included charges of $9.3 million associated with our environmental sites and other miscellaneous income of $0.6 million.

Restructuring and other charges (income) during 2025 primarily consists of costs associated with the Project Focus restructuring initiative. Charges incurred related to Project Focus consist of $9.6 million of severance and employee separation costs, accelerated depreciation of $5.6 million on assets identified for disposal in connection with the restructuring initiative, and $11.5 million of professional service provider costs and other miscellaneous charges associated with the project. During the six months ended June 30, 2025, we also recognized income of $0.1 million for miscellaneous activity related to previously implemented restructuring initiatives.

Other charges (income) of $27.9 million is comprised of $10.9 million of charges associated with our environmental sites, a charge of $11.9 million due to changes in our estimate for Furadan® disposal costs at our Middleport site, and $5.1 million of other miscellaneous charges.

Charges for the six months ended June 30, 2026 were $6.7 million compared to $9.8 million for the six months ended June 30, 2025. In the prior year period, we recorded other charges of $3.3 million as a result of the make-whole premium paid in connection with the early redemption of $500 million of the senior notes due May 18, 2026.

_______________ (1)Refer to Notes 3 and 4 of the Adjusted Earnings Reconciliation table within this section of this Form 10-Q for an explanation of tax adjustments.

The provision for income taxes for the six months ended June 30, 2026 was $110.6 million resulting in an effective tax rate of negative 32.2 percent. The provision for income taxes for the six months ended June 30, 2025 was $27.9 million resulting in an effective tax rate of 43.8 percent. The change in the effective tax rate from GAAP continuing operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was driven by the factors shown in the table below as well as global mix of earnings.