FMC Corporation has completed a minority equity investment by Tessenderlo Group NV, as disclosed in a Form 8-K filed on September 23, 2026. The transaction, originally agreed upon on June 30, 2026, involved the sale of 30,319,166 shares of FMC common stock to Tessenderlo at a price of $13.30 per share. The aggregate purchase price for the shares was $403,244,907.80.
Following the closing of the investment, Tessenderlo Group now owns approximately 20.0% of FMC’s outstanding common stock. Concurrently with the closing, the parties entered into an Investor Agreement and a Registration Rights Agreement.
Under the Investor Agreement, Tessenderlo has the right to nominate one independent director to FMC’s Board of Directors. The parties have nominated Luc Tack, the Chief Executive Officer of Tessenderlo Group, for this position. Additionally, Tessenderlo has the right to appoint a Board observer as long as it maintains at least 10.0% ownership of FMC stock.
The Investor Agreement includes a three-year lock-up period during which Tessenderlo and its affiliates are prohibited from transferring or hedging their shares, subject to certain exceptions. Tessenderlo is also subject to customary standstill restrictions that limit its ability to acquire additional shares or propose mergers while it holds the stake. Furthermore, Tessenderlo has been granted eight demand registration rights for its shares, with the ability to exercise this right no more than once every 120 days.
Financial advisors BofA Securities and Goldman Sachs & Co. LLC advised FMC Corporation, while Stibbe BV/SRL and Sullivan & Cromwell LLP served as legal counsel to Tessenderlo Group NV.
