FMC CORP

Note 4: Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 are presented in the table below:

Our fiscal year 2025 annual goodwill and indefinite life impairment test was performed during the third quarter ended September 30, 2025. At the time of the annual impairment test, we determinedno goodwill impairment existed and that the fair value was in excess of the carrying value. Additionally, no indefinite-lived asset impairment existed and the estimated fair values also exceeded the carrying value for each of our indefinite-lived intangible assets.

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. There was no impairment identified on our other intangible assets.

Our intangible assets, other than goodwill, consist of the following:

(1) Represents trademarks, trade names and know-how. During 2025, we reclassified $17.7 million of carrying value for a brand-related intangible asset to finite lived as a result of decreased market outlook for the product.

(2) Represents proprietary brand portfolios, consisting of trademarks, trade names and know-how, of our crop protection brands.

The estimated pre-tax amortization expense on intangible assets for each of the five years ending December 31, 2026 to 2030 is $72.4 million, $73.5 million, $73.5 million, $74.0 million, and $69.2 million, respectively.

Note 5: Inventories

Inventories consisted of the following:

Note 6: Property, Plant and Equipment

Property, plant and equipment consisted of the following:

Depreciation expense on property, plant and equipment was $64.0 million, $68.7 million, and $73.5 million in 2025, 2024 and 2023, respectively.

Note 7: Restructuring and Other Charges (Income)

The following table shows total restructuring and other charges (income) included in the respective line items of the consolidated statements of income (loss):

Restructuring charges (income)

(1)Other charges, primarily represents third-party costs associated with various restructuring activities. The year ended December 31, 2024, includes $132.1 million related to contract abandonment charges. Other income, if applicable, primarily represents favorable developments on previously recorded exit costs and recoveries associated with restructuring.

(2)Primarily represents asset write-offs (recoveries), and accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred, the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns, are also included within the asset disposal charges.

Project Foundation

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. This includes exiting certain high-cost active ingredient and formulation plants and transitioning production to lower-cost sources. 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, which includes professional service provider costs, of $14.5 million and severance and employee separation costs of $1.8 million. The remaining amounts will be reflected in our consolidated results of operations as they become probable and estimable or a triggering event is identified in accordance with the relevant accounting guidance.

Project Focus

We previously implemented a global restructuring plan, referred to as "Project Focus," designed to right-size our cost base and optimize our footprint and organizational structure in light of the precipitous drop in demand across the crop protection market in 2023. During the twelve months ended December 31, 2025, charges incurred related to Project Focus include $25.4 million of severance and employee separation costs, $27.8 million of other miscellaneous charges, including professional service provider costs, and write-offs of $45.9 million on assets identified for disposal, which includes$27.0 millionof abandonment charges recorded in connection with a shutdown of a product line at one of our manufacturing locations. The remaining amounts will be reflected in our consolidated results of operations as they become probable and estimable or a triggering event is identified in accordance with the relevant accounting guidance.

Roll forward of restructuring reserves

The following table shows a roll forward of restructuring reserves that will result in cash spending. These amounts exclude asset retirement obligations:

(1)Relates to the global restructuring plan initiated in 2023 and primarily consists of contract abandonment charges resulting from the evaluation of our supply chain footprint as well as severance charges related to workforce reduction actions across all regions.

(2)Relates to management’s comprehensive plan initiated in 2025 and primarily relates severance charges and related benefit costs as well as cash consulting and other professional service fees.

(3)Represents remaining cash spending on facility separation costs associated with DuPont Crop restructuring activities.

(4)Includes exit costs related to workforce reductions and facility shutdowns on previously implemented restructuring initiatives.

(5)Primarily consists of severance and employee separation costs, third-party provider fees and, in 2024, contract abandonment charges. The accelerated depreciation and asset impairment charges associated with these restructurings that have impacted our property, plant and equipment, intangible balances or other asset balances are not included in this table.

(6)Primarily comprised of foreign currency translation and other non-cash adjustments.

(7)Included in"Accrued and other liabilities" and"Other long-term liabilities" on the consolidated balance sheets.

Other charges (income), net

Environmental charges, net

Environmental charges represent the net charges associated with environmental remediation at continuing operating sites, which primarily represent obligations at shut down or abandoned facilities but do not meet the criteria for presentation as discontinued operations.

Write-off of goodwill

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.

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. The sale process is underway and is expected to conclude during 2026; and, therefore, the assets related to this business are classified as held for sale beginning in the third quarter of 2025. Following the commercial adjustments mentioned in Note 1 to the consolidated financial statements, 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 sale, was recorded as an impairment charge of $194.8 million. During the twelve months ended December 31, 2025, we also incurred $7.1 million in charges for third party provider costs in connection with preparing the India business for sale. Refer to Note 1 for further details on the India held for sale business.

Sale of the GSS business

On November 1, 2024, we completed the sale of our GSS business to Envu. For the year ended December 31, 2024, we recognized a gain on sale, net of full year incurred transaction costs, of $174.4 million. During the twelve months ended December 31, 2025, we also paid $11.7 million to Envu as a true-up of the final working capital adjustment related to the sale. Refer to Note 1 to the consolidated financial statements included within this Form 10-K for additional information on the transaction.

Currency related matters

During the twelve months ended December 31, 2025, we incurred $7.7 million in currency related charges driven by substantial actions implemented by the Argentine Government during the third quarter of 2025. During the twelve months ended December 31, 2023, we incurred $75.2 million in currency related charges driven by significant devaluation actions taken by the Argentine Government during the fourth quarter of 2023 as well as similar devaluation actions in Pakistan and Argentina during previous quarters of 2023.

Furadan ® product exit

During the twelve months ended December 31, 2025, we recorded a charge of $11.9 million due to changes in our estimate for Furadan® disposal costs at our Middleport site.

IPR&D asset acquisition charges

During 2023, we finalized a development agreement to acquire a data set that includes studies and technical research that will be used to support the development of new herbicide active ingredient formulations and product registrations. Acquired in-process research and development assets are expensed as incurred and included as a component of"Restructuring and other charges (income)" on the consolidated statements of income (loss).

Note 8: Receivables

The following table displays a roll forward of the allowance for doubtful trade receivables.

We have non-current receivables that represent long-term customer receivable balances related to past due accounts which are not expected to be collected within the current year. The net long-term customer receivables were $75.1 million as of December 31, 2025. These long-term customer receivable balances and the corresponding allowance are included in"Other assets including long-term receivables, net" on the consolidated balance sheets.

A portion of these long-term receivables have payment contracts. We have no reason to believe payments will not be made based upon the credit quality of these customers. Additionally, we also hold significant collateral against these customers including rights to property or other assets as a form of credit guarantee. If the customer does not pay or gives indication that they will not pay, these guarantees allow us to start legal action to block the sale of the customer’s harvest.

The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables.

Receivables Securitization Facility:

FMC participates in certain trade receivables securitization programs, primarily impacting our Brazilian operations. On a revolving basis, FMC may sell certain trade receivables into the facilities in exchange for cash. A portion of the total receivables sold are deferred as an asset within "Other assets including long-term receivables, net" as presented on our consolidated balance sheets representing FMC’s beneficial interest in the securitization funds.

In all instances, the transferred financial assets are sold on a non-recourse basis and have met the true sale criteria under ASC Topic 860. FMC has surrendered control of the receivables and as a result they will no longer be recognized on the consolidated balance sheets. FMC may be engaged to serve as a special servicer for any delinquent receivables. In that capacity, we are entitled to market rate compensation for those services.

Cash receipts from the sale of trade receivables under the securitization arrangement, received at the time of sale, are classified as cash flows from operating activities.

There were $212.6 million and $193.0 million in receivables sold under the securitization programs during the periods ended December 31, 2025 and 2024, respectively. A charge of $13.0 million and $18.2 million associated with the transfer of these financial assets is included as a component within Selling, general and administrative" expense during the periods ended December 31, 2025 and 2024, respectively.

As part of funding for all outstanding arrangements under the securitization programs, approximately $35.7 million of the sales have been retained by the investment fund and will be returned to FMC, including interest, at the maturity of the securitization. This asset is recorded within"Other assets including long-term receivables, net" on the consolidated balance sheets.

Other Receivable Factoring:

In addition to the above, we may sell trade receivables on a non-recourse basis to third-party financial institutions. These sales are normally driven by specific market conditions, including, but not limited to, foreign exchange environments, customer credit management, as well as other factors where the receivables originate.

We account for these transactions as true sales and as a result they will no longer be recognized on the consolidated balance sheets because the agreements transfer effective control and risk related to the receivables to the buyers. The net cash proceeds received are presented within cash provided by operating activities within our consolidated statements of cash flows. The cost of factoring these accounts receivables is recorded within"Selling, general and administrative expenses" on the consolidated statements of income (loss) and has been immaterial during each reporting period. Non-recourse factoring during the years ended December 31, 2025 and 2024 was $300.4 million and $122.9 million, respectively.

Note 9: Discontinued Operations

Our discontinued operations in our financial statements include adjustments to retained liabilities from previous discontinued operations. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance liabilities, long-term obligations related to legal proceedings and historical restructuring activities.

Our discontinued operations comprised the following:

(1)The provision for the year ended December 31, 2023 includes an $11.7 million charge resulting from a settlement agreement related to one of our foreign environmental remediation sites. The charge recorded adjusts the reserve to the anticipated payment amount. The agreement removes any future remediation obligations for the site.

(2)See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during the year in Note 10 to the consolidated financial statements included within this Form 10-K.

(3)We recorded a $34.5 million reduction in our required legal reserve in discontinued operations during the second quarter of 2025 as a result of a decrease in outstanding cases. Discontinued operations for the twelve months ended December 31, 2024 includes a gain of $18.0 million recognized as the result of an insurance settlement for retained legal reserves.

Reserves for Discontinued Operations, other than Environmental at December 31, 2025 and 2024

(1)Included in"Other long-term liabilities"on the consolidated balance sheets. See Note 10 to the consolidated financial statements included within this Form 10-K on discontinued environmental reserves.

The discontinued postretirement medical and life insurance benefits liability equals the accumulated postretirement benefit obligation. Associated with this liability is a net pre-tax actuarial gain and prior service credit of $0.9 million (zero after-tax) and $3.0 million ($1.7 million after-tax) at December 31, 2025 and 2024, respectively.

Net spending in 2025, 2024 and 2023 was $2.1 million, $6.5 million and $3.1 million, respectively, for workers’ compensation, product liability and other claims; zero, $0.2 million and $0.2 million, respectively, for other postretirement benefits; and $29.6 million, $6.8 million and $28.3 million, respectively, related to reserves for legal proceedings associated with discontinued operations.

Note 10: Environmental Obligations

We are subject to various federal, state, supranational, local and foreign environmental laws and regulations that govern emissions of air pollutants, discharges of water pollutants, the manufacture, generation, storage, handling and disposal of hazardous substances, hazardous wastes and other toxic materials, and remediation of contaminated sites. We are also subject to liabilities arising under the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA and similar or analogous state laws that impose responsibility on persons who arranged for the disposal of hazardous substances, and on current and previous owners and operators of a facility for the clean-up of hazardous substances released from the facility into the environment. We are also subject to liabilities under the federal Resource Conservation and Recovery Act ("RCRA") and similar or analogous state laws that require owners and operators of facilities that have treated, stored or disposed of hazardous waste pursuant to a RCRA permit to follow certain waste management practices and to investigate and clean up releases of hazardous substances into the environment associated with past or present practices. In addition, when deemed appropriate, we enter certain sites with potential liability into voluntary remediation compliance programs, which are also subject to guidelines that require owners and operators, current and previous, to clean up releases of hazardous substances into the environment associated with those sites.

Environmental liabilities include obligations relating to waste handling and the remediation and/or study of sites at which we are alleged to have released or disposed of hazardous substances. These sites include current operations, previously operated sites, sites associated with discontinued operations, or sites where we are alleged to have arranged for the disposal of hazardous substances. We have accrued reserves for potential environmental obligations that we consider probable and for which a reasonable estimate of the obligation can be made. Accordingly, total reserves before recoveries of $705.7 million and $623.2 million existed at December 31, 2025 and 2024, respectively.

The estimated reasonably possible environmental loss contingencies, net of expected recoveries, exceed amounts accrued by approximately $273 million at December 31, 2025. This reasonably possible estimate is based upon information available as of the date of the filing but the actual future losses may be higher given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of potentially responsible parties, technology and information related to individual sites.

Additionally, although potential environmental remediation expenditures in excess of the reserves and estimated loss contingencies could be significant, the impact on our future consolidated financial results is not subject to reasonable estimation due to numerous uncertainties concerning the nature and scope of possible contamination at many sites, identification of remediation alternatives under constantly changing requirements, selection of new and diverse clean-up technologies to meet compliance standards, the timing of potential expenditures and the allocation of costs among potentially responsible parties ("PRPs") as well as other third parties. The liabilities arising from potential environmental obligations that have not been reserved for at this time may be material to any one quarter's or year's results of operations in the future.

The table below is a roll forward of our total environmental reserves, continuing and discontinued, from December 31, 2022 to December 31, 2025.

To ensure we are held responsible only for our equitable share of site remediation costs, we have initiated, and will continue to initiate, legal proceedings for contributions from other PRPs. At December 31, 2025 and 2024, we have recorded recoveries representing probable realization of claims against U.S. government agencies, insurance carriers and other third parties. Recoveries are recorded as either an offset to the"Environmental liabilities, continuing and discontinued"or as"Other assets including long-term receivables, net" on the consolidated balance sheets.

The table below is a roll forward of our total recorded recoveries from December 31, 2023 to December 31, 2025:

(1) The amounts are included within"Prepaid and other current assets" and"Other assets including long-term receivables, net" on the consolidated balance sheets. See Note 21 to the consolidated financial statements included within this Form 10-K for more details.

The table below provides detail of current and long-term environmental reserves, continuing and discontinued.

(1)These amounts are included within"Accrued and other liabilities" on the consolidated balance sheets.

(2)These amounts are included in"Environmental liabilities, continuing and discontinued" on the consolidated balance sheets.

Our net environmental provisions relate to costs for the continued remediation of both operating sites and for certain discontinued manufacturing operations from previous years. The net provisions are comprised as follows:

(1)Recorded as a component of"Restructuring and other charges (income)" on our consolidated statements of income. See Note 7 to the consolidated financial statements included within this Form 10-K. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.

(2)Recorded as a component of"Discontinued operations, net of income taxes" on our consolidated statements of income (loss). The year ended December 31, 2023 includes an $11.7 million charge resulting from a settlement agreement with the other party involved at one of our foreign environmental remediation sites. See Note 9 to the consolidated financial statements included within this Form 10-K for further details.

On our consolidated balance sheets, the net environmental provisions affect assets and liabilities as follows:

(1)See above roll forward of our total environmental reserves as presented on our consolidated balance sheets.

(2)Represents certain environmental recoveries. See Note 21 to the consolidated financial statements included within this Form 10-K for details of"Other assets including long-term receivables, net" as presented on our consolidated balance sheets.

Significant Environmental Sites

Pocatello

From 1949 until 2001, we operated the world's largest elemental phosphorus plant in Power County, Idaho, just outside the city of Pocatello. Since the plant's closure, FMC has worked with the US Environmental Protection Agency (“EPA”), the State of Idaho, and the Shoshone-Bannock Tribes ("Tribes") to develop a proposed cleanup plan for the property. In September 2012, the EPA issued an Interim Record of Decision ("IROD") that is environmentally protective and that is also protective of the health and safety of both workers and the general public. Since the plant's closure, we have successfully decommissioned our Pocatello plant, completed closure of the RCRA ponds and formally requested that the EPA acknowledge completion of work under a June 1999 RCRA Consent Decree. Future remediation costs include completion of the IROD that addresses groundwater contamination and existing waste disposal areas on the Pocatello plant portion of the Eastern Michaud Flats Superfund Site. In June 2013, the EPA issued a Unilateral Administrative Order to us under which we are continuing to implement the IROD remedy. Our current reserves factor in the estimated costs associated with implementing the IROD. In addition to implementing the IROD, we continue to conduct work pursuant to CERCLA unilateral administrative orders to address air emissions from beneath the cap of several of the closed RCRA ponds. Actions also involve impacts of the Tribal Litigation discussed below.

The amount of the reserve for this site was $171.4 million and $115.9 million at December 31, 2025 and 2024, respectively. The increase to the reserve was primarily a result of our submission of a Post-Closure Care Plan to the EPA outlining the scope and schedule for operations, monitoring, and maintenance of the closed RCRA Ponds. The reserve includes $28.3 million at December 31, 2025 for the Pocatello Tribal Litigation as described below.

Annual Tribal Waste Permit Fee

After prolonged litigation with the Tribes concerning an annual $1.5 million waste permit fee, we were ordered to pay this annual fee for the duration of time that waste material remains buried on site. Given that on-site waste burial is the approved remedy, this fee is presumptively without end.

Our reserves reflect this annual waste permit fee. We anticipate incurring $1.5 million in annual fees payable each year and have estimated an aggregate undiscounted amount related to this matter of $75.0 million. On a discounted basis, $28.3 million has been recognized in environmental liabilities on the balance sheet. In calculating the net present value of these future annual permit fees, we used a discount rate of 4.79%, which represents the appropriate risk-free rate. We believe that the application of this rate produces a result which approximates the amount that would hypothetically satisfy our liability in an arms-length transaction.

Middleport

Our Middleport, NY facility is currently a formulation and packaging plant that formerly manufactured arsenic-based and other products. Releases of hazardous substances have occurred at the site that have affected soil, sediment, surface water and groundwater at the facility's property and also in adjacent off-site areas. These impacts were the subject of an Administrative Order on Consent entered into with the USEPA and New York State Department of Environmental Conservation ("NYSDEC", and collectively with USEPA, the "Agencies") in 1991, which was replaced by a New Order on Consent and Administrative Settlement with the NYSDEC, effective June 6, 2019 ("2019 Order"). Like the prior order, the 2019 Order requires us to (1) define the nature and extent of contamination related to our historical plant operations, (2) take interim corrective measures and (3) evaluate Corrective Measure Alternatives ("CMA") for discrete areas, known as operable units ("OUs") of which there are 11.

We have defined the nature and extent of the environmental impacts in certain areas, have constructed an engineered cover, taken certain closure actions regarding RCRA regulated surface water impoundments and are collecting and treating both surface water runoff and ground water. To date, we have evaluated and proposed CMAs forsix of the 11 identified OUs.

Middleport Reserves

Our total reserve for the Middleport site is $121.9 million and $128.5 million at December 31, 2025 and 2024, respectively. FMC is in various stages of evaluating the remaining operable units. The reserve represents the estimated remediation costs for OUs 2,4 and 5 as well as our best estimate for remediation costs associated with the operable unit that comprises the southern portion of the tributary ("OU 6") plus the impact of inflation.

In 2025 and 2024, the Middleport site resulted in cash outflows of $8.3 million and $10.0 million, respectively. In accordance with the 2019 Order, cash outflows will not exceed an average of $10 million per year until the remediation is complete for activities associated with the 2019 Order.

Portland Harbor

FMC is listed as a PRP in the Portland Harbor Superfund Site ("Portland Harbor"), that consists of the river sediment and upland area of a 10 mile section of the Lower Willamette River in Portland, Oregon that runs through an industrialized area. Portland Harbor is listed on the CERCLA National Priorities List ("NPL"). FMC formerly owned and operated a manufacturing site adjacent to this section of the river and has since sold its interest in this discontinued business.

FMC and several other parties have been sued by the Confederated Bands and Tribes of the Yakama Nation for reimbursement of cleanup costs and the costs of performing a natural resource damages assessment. Based on the information known to date, we are unable to develop a reasonable estimate of our potential exposure of loss at this time. We intend to defend this matter. In addition, the Portland Harbor Natural Resource Trustee Council ("Trustee Council"), composed of federal, state and tribal trustees, was formed in 2002 to develop and coordinate an assessment of injury to natural resources associated with the Portland Harbor Superfund Site, to implement the restoration of injured natural resources associated with Portland Harbor, and to pursue the recovery of natural resources damages associated with Portland Harbor. The Trustee Council has advised the Company that it intends to pursue litigation for the recovery of natural resources damages and of the costs of assessment. To date, the Company has not been served in connection with such a lawsuit.

On January 6, 2017, the EPA issued its ROD for Portland Harbor. On December 30, 2019, FMC and EPA entered into an Administrative Settlement Agreement and Order on Consent to perform the remedial design for the area at and around FMC's former operations. The cost of performing predesign investigation work and preparing the basis of design report is included in our reserves. Based on the current information available in the ROD as well as the large number of responsible parties for Portland Harbor, we are unable to develop a reasonable estimate of our potential exposure of loss for Portland Harbor at this time.

Currently, FMC and approximately 100 other parties are involved in a non-judicial allocation process to determine each party’s respective share of the cleanup costs. The allocation process has been ongoing since November 2021 and a final report is expected to be issued in early 2026 under the current schedule.

In November 2024, FMC was served by the EPA with a Special Notice Letter ("SNL") inviting FMC and approximately sixty other recipients to participate in formal negotiations to reach a settlement to conduct or finance the response action at Portland Harbor. The EPA advises in the SNL that it seeks to complete the negotiations for a site-wide consent decree in the fall of 2026, but no later than March 2027. The SNL recipients sought and received certain clarifications from the EPA with respect to the SNL. Our response to the SNL was submitted on May 30, 2025. The parties in the allocation group are continuing to negotiate with the EPA.

We intend to continue defending this matter vigorously. Because of this uncertainty related to the cost of the remedy and the potential share allocable to FMC, we cannot say whether the ultimate resolution of our potential obligations at Portland Harbor will have a material adverse effect on our consolidated financial position, liquidity or results of operations. However, adverse results in the outcome of the allocation could have a material adverse effect on our consolidated financial position, results of operations in any one reporting period, or liquidity.

Other Potentially Responsible Party ("PRP") Sites

In addition to Portland Harbor, we have been named a PRP at 28 sites on the NPL, at which our potential liability has not yet been settled. We have received notice from the EPA or other regulatory agencies that we may be a PRP, or PRP equivalent, at other sites, including 45 sites at which we have determined that it is probable that we have an environmental liability for which we have recorded an estimate of our potential liability on the consolidated financial statements. At other sites, such as at a former phosphorus facility in Carteret, NJ, we are performing remedial investigation work under state regulatory programs but have not established reserves due to the inability to reasonably estimate potential liability at this time.

In cooperation with appropriate government agencies, we are currently participating in, or have participated in, an RI/FS, or equivalent, at most of the identified sites, with the status of each investigation varying from site to site. At certain sites, a RI/FS has only recently begun, providing limited information, if any, relating to cost estimates, timing, or the involvement of other PRPs; whereas, at other sites, the studies are complete, remedial action plans have been chosen, or a ROD has been issued.

Note 11: Income Taxes

Domestic and foreign components of income (loss) from continuing operations before income taxes are shown below:

The provision (benefit) for income taxes attributable to income (loss) from continuing operations consisted of:

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

(1) The state and local jurisdiction that contributes to the majority (greater than 50%) of the tax effect in this category is Nebraska.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

(1)A significant amount of our earnings is generated by our foreign subsidiaries (e.g., Switzerland, Singapore, Hong Kong), which tax earnings at lower statutory rates than the United States federal statutory rate. Our future effective tax rates may be materially impacted by a future change in the composition of earnings from foreign and domestic tax jurisdictions.

(2)The years ended December 31, 2024 and 2023 includes tax expense of $18.1 million, and $25.5 million, respectively, associated with the global intangible low-taxed income (GILTI) provisions.

(3)The year ended December 31, 2024 relates to the estimated portion of nonrefundable tax credits within our Swiss operations that are not expected to be utilized, the impact of the step-up in tax basis to the fair value of the transferred intellectual property by the Company’s Swiss subsidiary, and net operating losses within our full valuation allowance Luxembourg operations. The year ended December 31, 2023 is primarily related to the estimated portion of nonrefundable tax credits within our Swiss operations that are not expected to be utilized and net operating losses and other deferred tax assets within our Argentina operations, partially offset by the release of the valuation allowance within our Brazil operations, as described further below.

(4)Includes the impact of transaction gains or losses on net monetary assets for which no corresponding tax expense or benefit is realized and the tax provision for statutory taxable gains or losses in foreign jurisdictions for which there is no corresponding amount in income before taxes.

(5)The year ended December 31, 2024 represents the recognition of a step-up in tax basis to the fair value of the transferred intellectual property by the Company's Swiss subsidiary. The year ended December 31, 2023 is related to ten-year nonrefundable tax credits granted to the Company's Swiss subsidiaries, as discussed above.

(6)The year ended December 31, 2024 includes a U.S. capital loss in the amount of $38.6 million and additional amounts materially attributable to internal restructuring in our full valuation allowance Luxembourg entities. The year ended December 31, 2023 includes a net decrease of approximately $120 million related to adjustments of deferred tax balances in Singapore, Puerto Rico, and Switzerland.

During the year ended December 31, 2023, the Company’s Swiss subsidiaries were grantedten-year tax incentives effective for 2023 and retroactively for 2021 and 2022. The tax incentives were awarded for the Company’s commitment to invest in additional headcount and transfer significant intellectual property as well as commitment to establish a new global technology and innovation center in Switzerland. Net deferred tax benefits of $1,149 million and related valuation allowances of $318 million were recorded during the three months ended December 31, 2023 to reflect the estimated net future reductions in tax of $831 million associated with the incentives.

In connection with our plans to establish a global technology and innovation center in Switzerland, we initiated changes to our corporate entity structure, including intra-entity transfers of certain intellectual property, during the second quarter of 2024. As a result, we recorded a net tax benefit of approximately $300 million. This benefit, net of valuation allowance, was primarily a result of the recognition of a step-up in tax basis to the fair value of the transferred intellectual property by one of the Company’s Swiss subsidiaries. In addition, local tax impacts associated with the disposition of the transferred intellectual property were recorded as well as an increase in our valuation allowance associated with Swiss nonrefundable tax credits as a result of indirect effects of the transferred intellectual property.

Historically, FMC’s Brazil valuation allowance position was based on long-standing local transfer pricing rules, as well as certain material favorable permanent statutory tax deductions available to FMC Brazil as part of local tax law. During the three months ended December 31, 2023, the Company released its FMC Brazil valuation allowance and recorded a tax benefit of approximately $223 million as a result of the Brazilian Government enacting a new tax law that significantly limits FMC Brazil’s ability to benefit in the future from the material favorable permanent statutory tax deductions previously available as part of local tax law.

Significant components of our deferred tax assets and liabilities were attributable to:

We evaluate our deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. GAAP accounting guidance requires companies to assess whether valuation allowances should be established against deferred tax assets based on all available evidence, both positive and negative, using a "more likely than not" standard. In assessing the need for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of deferred tax assets. This assessment considers, among other matters, the nature and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and tax planning alternatives. We operate and derive income across multiple jurisdictions. As our business experiences changes in operating results across its geographic footprint, we may encounter losses in jurisdictions that have been historically profitable, and as a result might require additional valuation allowances to be recorded. We are committed to implementing tax planning actions, when deemed appropriate, in jurisdictions that experience losses in order to realize deferred tax assets prior to their expiration.

In January of 2025, the OECD issued administrative guidance that will limit the economic benefit of certain non-refundable tax credits ("Swiss credits"), which were granted to our Swiss subsidiaries in 2023. We may pay more top-up tax in the future as a result of the January 2025 guidance. Because we apply an accounting policy to exclude the effects of Pillar Two top-up taxes from our analysis of the realizability of certain deferred tax assets, our valuation allowance on the deferred tax asset for the Swiss credits will not be impacted by the January 2025 guidance.

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted into law in the United States ("U.S."). The Act includes multiple changes to U.S. tax legislation with various effective dates beginning in 2025. These changes include provisions related to the limitation of business interest expense, the international tax framework, and other elements of U.S. tax law. During the third quarter, we recorded a valuation allowance of approximately $47 million against historical deferred tax assets associated with interest expense that we do not anticipate being able to utilize in the future due to the enacted legislative changes. We are continuing to evaluate the income tax implications of the Act to our consolidated financial statements.

On December 20, 2021, the Organization for Economic Co-operation and Development (the "OECD") released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15% implemented via a top-up tax. The impacts of Pillar Two legislation were not material to the year ended December 31, 2025. We will continue to evaluate the impact of the Pillar Two Framework as legislative changes are enacted and additional guidance becomes available.

At December 31, 2025, we had net operating loss and tax credit carryforwards as follows: U.S. state net operating loss carryforwards of $21.6 million (tax-effected) expiring in future tax years through 2044, foreign net operating loss carryforwards of $337.6 million (tax-effected) expiring in various future years, and other tax credit carryforwards of $1,116.5 million expiring in various future years through 2034.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

(1)At December 31, 2025, 2024, and 2023 we recognized an offsetting non-current asset of $9.3 million, $10.5 million, and $12.9 million respectively, relating to the indirect income tax benefits associated with specific uncertain tax positions presented above.

U.S. GAAP accounting guidance for uncertainty in income taxes prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition.

As of December 31, 2025, we had total unrecognized tax benefits of $52.7 million, of which $42.4 million would favorably impact the effective tax rate from continuing operations if recognized. As of December 31, 2024, we had total unrecognized tax benefits of $53.1 million, of which $41.5 million would favorably impact the effective tax rate if recognized. Interest and penalties related to unrecognized tax benefits are reported as a component of income tax expense. For the years ended December 31, 2025, 2024 and 2023, we had interest and penalties for a net expense (benefit) of $3.0 million, $2.3 million, and $4.3 million, respectively, on the consolidated statements of income (loss). As of December 31, 2025 and 2024, we have accrued interest and penalties on the consolidated balance sheets of $21.6 million and $18.6 million, respectively.

We file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The income tax returns for FMC entities taxable in the U.S. and significant foreign jurisdictions are open for examination and adjustment. As of December 31, 2025, the U.S. federal returns are open for examination and adjustment for the years 2017 — 2019 and 2021 — 2025. The U.S. state income tax returns are open for examination and adjustment for the years 2005 — 2025. Our significant foreign jurisdictions, which total 12, are open for examination and adjustment during varying periods from 2015 — 2025.

The amounts of cash income taxes paid, net of refunds, after the adoption of ASU 2023-09 are as follows:

The amount of cash income taxes paid during the years ended December 31, 2024 and 2023 was $156.3 million and $180.1 million, respectively.

Note 12: Debt

Debt maturing within one year:

Debt maturing within one year consists of the following:

(1)At December 31, 2025, the average effective interest rate on the borrowings was 11.1 percent.

(2)At December 31, 2025, the average effective interest rate on the borrowings was 5.8 percent.

Revolving Credit Facility

The Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022 (the "Revolving Credit Facility") allows the Company to borrow up to $2 billion, with the option to increase the capacity of the facility up to $2.75 billion. As of December 31, 2025, borrowings under the Revolving Credit Facility were $643.0 million. In accordance with U.S. GAAP, we have classified the borrowings as short-term debt. The Company intends to refinance any draw under the line of credit with successive short-term borrowings, as needed, through the maturity date in 2028.

Letters of credit outstanding under the Revolving Credit Facility totaled $209.8 million and available funds under this facility were $1,147.2 million at December 31, 2025.

Long-term debt:

Long-term debt consists of the following:

Maturities of long-term debt

Maturities of long-term debt outstanding, excluding discounts, at December 31, 2025, are $586.0 million in 2026, zero in 2027, zero in 2028, $500.0 million in 2029, zero in 2030 and $2,300.0 million thereafter.

Subordinated Notes

On May 27, 2025, the Company completed the sale of $750 million aggregate principal amount of 8.45% Subordinated Notes due November 1, 2055. The Company used the net proceeds from this offering to redeem $500 million of the senior notes due May 18, 2026 and for general corporate purposes. The Company paid a make-whole premium of $3.3 million in connection with the early redemption of the senior notes, which is recorded within "Non-operating pension, postretirement and other charges (income)" on the consolidated statement of income (loss).

Covenants

Among other restrictions, the Revolving Credit Facility contains financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). In February 2025 and December 2025, the Company amended its credit agreement to provide additional financial flexibility given current market challenges. As defined in Amendment No 5. to our Revolving Credit Facility, the maximum leverage ratio is increased to 6.00 through the period ending September 30, 2026 and will incrementally step up or down during the covenant relief period ending at 3.75 for the quarter ended December 31, 2028. The amendment also lowers the minimum interest coverage ratio to 2.00 through the period ending June 30, 2027. The minimum interest coverage ratio will step up to 2.50 beginning with the quarter ended September 30, 2027. Increases to the Company’s regular quarterly dividend are limited and other restrictions are effective as defined in the amended agreement entered into in December 2025. Financing fees associated with these amendments were not material, have been deferred and will be recognized as interest expense over the life of the agreement.

Our actual leverage for the four consecutive quarters ended December 31, 2025 was 4.58, which is below the maximum leverage of 6.00. Our actual interest coverage for the four consecutive quarters ended December 31, 2025 was 3.48, which is above the minimum interest coverage of 2.00. We were in compliance with all covenants at December 31, 2025.

Note 13: Pension and Other Postretirement Benefits

The funded status of our U.S. qualified and nonqualified defined benefit pension plans, our Germany, France, and Belgium defined benefit pension plans, plus our U.S. other postretirement healthcare and life insurance benefit plans for continuing operations, together with the associated balances and net periodic benefit cost recognized in our consolidated financial statements as of December 31, are shown in the tables below.

We are required to recognize in our consolidated balance sheets the overfunded and underfunded status of our defined benefit postretirement plans. The overfunded or underfunded status is defined as the difference between the fair value of plan assets and the projected benefit obligation. We are also required to recognize as a component of other comprehensive income the actuarial gains and losses and the prior service costs and credits that arise during the period.

The following table summarizes the weighted-average assumptions used to determine the benefit obligations at December 31 for the U.S. Plans:

The following table summarizes the components of our defined benefit postretirement plans and reflect a measurement date of December 31:

(2)The discount rate during 2024 was up 63 basis points versus the prior year (4.97 percent to 5.60 percent), which resulted in a liability gain. During 2025, the discount rate fell 28 basis points (5.60 percent to 5.32 percent), resulting in an actuarial loss on the liability.

(3)Recorded as "Other assets including long-term receivables, net" on the consolidated balance sheets.

(4)Recorded as "Accrued pension and other postretirement benefits, current" and"Accrued pension and other postretirement benefits, long-term" on the consolidated balance sheets.

The amounts in accumulated other comprehensive income (loss) that have not yet been recognized as components of net periodic benefit cost are as follows:

The accumulated benefit obligation for all pension plans was $938.2 million and $946.2 million at December 31, 2025 and 2024, respectively. The following table presents the information for pension plans with projected benefit obligation and accumulated benefit obligation in excess of plan assets as of December 31, 2025 and 2024.

Other changes in plan assets and benefit obligations for continuing operations recognized in other comprehensive loss (income) are as follows:

The following table summarizes the weighted-average assumptions used for and the components of net annual benefit cost (income):

(1) Refer to Note 9 to the consolidated financial statements included within this Form 10-K for information on our discontinued postretirement benefit plans.

(2) During the years ended December 31, 2025 and 2024, lump sums paid during the year exceeded the ASC 715-30 settlement threshold, which resulted in the recognition of settlement expense during the periods. During the year ended December 31, 2023, as a result of restructuring activities planned in connection with Project Focus, we triggered a curtailment of our U.S. pension plans. These expenses are recorded within"Non-operating pension and postretirement charges (income)" on the consolidated statements of income (loss).

Our U.S. qualified defined benefit pension plan ("U.S. Plan") holds the majority of our pension plan assets. The expected long-term rate of return on these plan assets was 5.25 percent for the year ended December 31, 2025,4.50 percent for the year ended December 31, 2024, and 4.75 percent for the year ended December 31, 2023. The expected long-term rate of return on these plan assets increased by 0.75 percent in 2025 compared to 2024 primarily due to fluctuating yields on corporate bonds. In developing the assumption for the long-term rate of return on assets for our U.S. Plan, we take into consideration the technical analysis performed by our outside actuaries, including historical market returns, information on the assumption for long-term real returns by asset class, inflation assumptions and expectations for standard deviation related to these best estimates. Given an actively managed investment portfolio, the expected annual rates of return by asset class for our portfolio, assuming an estimated inflation rate of approximately 2.30 percent, is in line with our assumption for the rate of return on assets. The target asset allocation at December 31, 2025 by asset category continues to be 100 percent fixed income investments.

Our U.S. Plan is fully funded and, effective July 1, 2007, all newly hired and rehired salaried and nonunion hourly employees are not eligible for the U.S. Plan. As such, the primary investment strategy is a liability hedging approach with an objective of maintaining the funded status of the plan such that the volatility is minimized and the likelihood that we will be required to make significant contributions to the plan is also limited. The portfolio is comprised of 100 percent fixed income securities and cash. Investment performance and related risks are measured and monitored on an ongoing basis through monthly liability measurements, periodic asset liability studies, and quarterly investment portfolio reviews. We use the fair value approach for our liability-hedging asset class. This class of assets is comprised solely of fixed income securities and therefore, provides a natural hedge (liability-hedging assets) against the changes in the recorded amount of net periodic benefit cost.

The following tables present our fair value hierarchy for our major categories of pension plan assets by asset class. See Note 18 to the consolidated financial statements included within this Form 10-K for the definition of fair value and the descriptions of Level 1, 2 and 3 in the fair value hierarchy.

We made the following contributions to our pension and other postretirement benefit plans:

The following table reflects the estimated future benefit payments for our pension and other postretirement benefit plans. These estimates take into consideration expected future service, as appropriate:

FMC Corporation Savings and Investment Plan. The FMC Corporation Savings and Investment Plan is a qualified salary-reduction plan under Section 401(k) of the Internal Revenue Code in which substantially all of our U.S. employees may participate by contributing a portion of their compensation. For eligible employees participating in the Plan, except for those employees covered by certain collective bargaining agreements, the Company makes matching contributions of 80 percent of the portion of those contributions up to 5 percent of the employee’s compensation. Eligible employees participating in the Plan that do not participate in the U.S. qualified pension plan are entitled to receive an employer contribution of 5 percent of the employee’s eligible compensation. Charges against income for all contributions were $15.6 million in 2025, $14.6 million in 2024, and $19.1 million in 2023.

Note 14: Share-based Compensation

Stock Compensation Plans

We have a share-based compensation plan, which has been approved by the stockholders, for certain employees, officers and directors. This plan is described below.

FMC Corporation Incentive Compensation and Stock Plan

The FMC Corporation 2023 Incentive Stock Plan (the "Plan") was approved on April 27, 2023, and provides for the grant of a variety of cash and equity awards to officers, directors, employees and consultants, including stock options, restricted stock, performance units (including restricted stock units), stock appreciation rights, and multi-year management incentive awards payable partly in cash and partly in common stock. The Compensation and Organization Committee of the Board of Directors (the "Committee"), subject to the provisions of the Plan, approves financial targets, award grants, and the times and conditions for payment of awards to employees. Approximately 2.5 million shares of common stock are available for future grants of share based awards under the Plan as of December 31, 2025. The FMC Corporation Non-Employee Directors’ Compensation Policy, administered by the Nominating and Corporate Governance Committee of the Board of Directors, sets forth the compensation to be paid to the directors, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based restricted stock units, and cash awards to be made to directors under the Plan.

Stock options granted under the Plan may be incentive or nonqualified stock options. The exercise price for stock options may not be less than the fair market value of the stock at the date of grant. Awards granted under the Plan vest or become exercisable or payable at the time designated by the Committee, which has generally been three years from the date of grant. Incentive and nonqualified options granted under the Plan expire no later than 10 years from the grant date.

Under the Plan, awards of restricted stock and restricted stock units may be made to selected employees. The awards vest over periods designated by the Committee, which has generally been three years, with vesting conditional upon continued employment. Compensation cost is recognized over the vesting periods based on the market value of the stock on the date of the award. Restricted stock units granted to directors under the Plan vest immediately if granted as part of, or in lieu of, the annual retainer; other restricted stock units granted to directors vest at the Annual Meeting of Shareholders in the calendar year following the May 1 annual grant date (but are subject to forfeiture on a pro rata basis if the director does not serve the full year except under certain circumstances).

At December 31, 2025 and 2024, there were restricted stock units representing an aggregate of 254,995 shares and 207,515 shares of common stock, respectively, credited to the directors’ accounts.

Stock Compensation

We recognized the following stock compensation expense:

(1)We applied an estimated forfeiture rate of 4.0% per stock option grant in the calculation of the expense.

(2)We applied an estimated forfeiture rate of 2.0% of outstanding restricted stock grants in the calculation of the expense.

(3)This expense is classified as"Selling, general and administrative expenses" in our consolidated statements of income (loss).

We received $0.2 million, $0.2 million and $5.3 million in cash related to stock option exercises for the years ended December 31, 2025, 2024 and 2023, respectively. The shares used for the exercise of stock options occurring during the years ended December 31, 2025, 2024 and 2023 came from treasury shares.

Stock Options

The grant-date fair values of the stock options we granted in the years ended December 31, 2025, 2024 and 2023 were estimated using the Black-Scholes option valuation model, the key assumptions for which are listed in the table below. The dividend yield assumption reflects anticipated dividends on our common stock. The expected volatility assumption is based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on U.S. Treasury securities with terms equal to the expected timing of stock option exercises as of the grant date. Employee stock options generally vest after athree year period and expireten years from the date of grant.

Black Scholes valuation assumptions for stock option grants:

The weighted-average grant-date fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $9.14, $13.04 and $42.08 per share, respectively.

The following summary shows stock option activity for employees under the Plan for the three years ended December 31, 2025:

The number of stock options indicated in the above table as being exercisable as of December 31, 2025, had an intrinsic value ofzero, a weighted-average remaining contractual term of 3.3 years, and a weighted-average exercise price of $82.74.

As of December 31, 2025, we had total remaining unrecognized compensation cost related to unvested stock options of $9.7 million which will be amortized over the weighted-average remaining requisite service period of approximately 1.7 years.

Restricted and Performance Based Equity Awards

The grant-date fair value of restricted stock awards and stock units under the Plan is based on the market price per share of our common stock on the date of grant. The related compensation cost is amortized to expense on a straight-line basis over the vesting period during which the employees perform related services, which is typically three years except for those eligible for retirement prior to the stated vesting period as well as non-employee directors.

We grant performance based share awards which represent a target number of shares of common stock to be awarded upon settlement based on the achievement of certain performance metrics. The primary performance metric is based on a total shareholder return ("TSR") relative to peer companies over athree year period. The secondary performance metric is based on athree year cumulative operating cash flow metric. Beginning in 2024, the secondary performance metric for new grants is based on the average return on invested capital for each of thethree years in the measurement period. The fair value of the equity classified performance-based share awards is determined based on the number of shares of common stock expected to be awarded and a Monte Carlo valuation model.

The following table shows our employee restricted award activity for the three years ended December 31, 2025:

As of December 31, 2025, we had total remaining unrecognized compensation cost related to unvested restricted awards of $19.8 million which will be amortized over the weighted-average remaining requisite service period of approximately 1.8 years.

Note 15: Equity

The following is a summary of our capital stock activity over the past three years:

Accumulated other comprehensive income (loss)

Summarized below is the roll forward of accumulated other comprehensive income (loss), net of tax.

(1)See Note 18 to the consolidated financial statements included within this Form 10-K for more information.

(2)See Note 13 to the consolidated financial statements included within this Form 10-K for more information.

Reclassifications of accumulated other comprehensive income (loss)

The table below provides details about the reclassifications from accumulated other comprehensive income (loss) and the affected line items on the consolidated statements of income (loss) for each of the periods presented.

(1)Amounts in parentheses indicate charges to the consolidated statements of income (loss).

(2)Pension and other postretirement benefits amounts include the impact from both continuing and discontinued operations. For detail on the continuing operations components of pension and other postretirement benefits, see Note 13 to the consolidated financial statements included within this Form 10-K.

Transactions with Noncontrolling Interest

During the twelve months ended December 31, 2025, we purchased the remaining 40 percent ownership interest in our Pakistan joint venture, for $8.6 million which increased our ownership from 60 percent to 100 percent.

Dividends and Share Repurchases

For the years ended December 31, 2025, 2024 and 2023, we paid $291.3 million, $290.6 million and $290.5 million in dividends, respectively. As part of a broader response to the challenges the company is facing and to further prioritize debt reduction, the Board of Directors in October 2025 made the decision to reduce the quarterly dividend to $0.08 per share. On January 15, 2026, we paid dividends totaling $10.0 million to our shareholders of record as of December 31, 2025. This amount is included in"Accrued and other liabilities" on the consolidated balance sheets as of December 31, 2025. Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors. As described in Note 12 to the consolidated financial statements, increases to the Company’s regular quarterly dividend are limited in connection with the Company's credit agreement as amended in December 2025.

In February 2022, the Board of Directors authorized the repurchase of up to $1 billion of the Company's common stock. In connection with an amendment to the Company's credit agreement in February 2025, the Company agreed that it will not repurchase shares with the exception of share repurchases under our equity compensation plans until December 31, 2028. Therefore, there wereno share repurchases under the publicly announced repurchase program during 2025. At December 31, 2025, approximately $825 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. We also reacquire shares from time to time from employees in connection with the vesting, exercise and forfeiture of awards under our equity compensation plans. Share repurchases in excess of issuances are subject to a 1% excise tax imposed by the 2022 Inflation Reduction Act. This tax is included as part of the cost basis of the shares acquired.

Note 16: Leases

We lease office space, vehicles and other equipment under non-cancellable leases with initial terms typically ranging from 1 to 20 years, with some leases having terms greater than 20 years. Our lease portfolio includes agreements with renewal options, purchase options and clauses for early termination based on the terms specific to the agreement.

At contract inception, we review the facts and circumstances of the arrangement to determine if the contract is a lease. We follow the guidance in ASC 842-10-15 and consider the following: whether the contract has an identified asset; if we have the right to obtain substantially all economic benefits from the asset; and if we have the right to direct the use of the underlying asset. All leased assets are classified as operating or finance under ASC 842.

To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable or our incremental borrowing rate at the lease commencement date. When determining our incremental borrowing rate, we consider our centralized treasury function and our current credit profile. We then make adjustments to this rate for securitization, the length of the lease term, and leases denominated in foreign currencies. Minimum lease payments are expensed over the term of the lease on a straight-line basis. Some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments for which we are typically responsible include payment of vehicle insurance, real estate taxes, and maintenance expenses.

Most leases within our portfolio are classified as operating leases under the new standard. Operating leases are included in "Other assets including long-term receivables, net", "Accrued and other liabilities", and "Other long-term liabilities" in our consolidated balance sheet. Operating lease right-of-use ("ROU") assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of any lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Operating leases relate to office spaces, IT equipment, transportation equipment, machinery equipment, furniture and fixtures, and plant and facilities under non-cancellable lease agreements. Leases primarily have fixed rental periods, with many of the real estate leases requiring additional payments for property taxes and occupancy-related costs. Leases for real estate typically have initial terms ranging from 1 to 20 years, with some leases having terms greater than 20 years. Leases for non-real estate (transportation, IT) typically have initial terms ranging from 1 to 10 years. We have elected not to record short-term leases on the balance sheet whose term is 12 months or less and does not include a purchase option or extension that is reasonably certain to be exercised.

We rent or sublease a small number of assets including equipment and office space to third-party companies. These third-party arrangements include a small number of transition service arrangements from recent acquisitions. Rental income from all subleases is not material to our business.

The ROU asset and lease liability balances as of December 31, 2025 and 2024 were as follows:

The components of lease expense for the year ended December 31, 2025,2024, and 2023 were as follows:

The following table represents our future minimum operating lease payments as of, and subsequent to, December 31, 2025 under ASC 842:

Note 17: Earnings Per Share

Earnings per common share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis.

Our potentially dilutive securities include potential common shares related to our stock options, restricted stock and restricted stock units. Diluted earnings per share ("Diluted EPS") considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our common stock for the period. For the years ended December 31, 2025, 2024 and 2023 there were 3.4 million,2.1 million and 0.7 million potential common shares excluded from Diluted EPS, respectively.

Our non-vested restricted stock awards contain rights to receive non-forfeitable dividends, and thus, are participating securities requiring the two-class method of computing EPS. The two-class method determines EPS by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows:

Note 18: Financial Instruments, Risk Management and Fair Value Measurements

Our financial instruments include cash and cash equivalents, trade receivables, other current assets, certain receivables classified as other long-term assets, accounts payable, and amounts included in investments and certain accruals. The carrying value of these financial instruments approximates their fair value. Our other financial instruments include the following:

The estimated fair value of the financial instruments in the above table have been determined using standard pricing models which take into account the present value of expected future cash flows discounted to the balance sheet date. These standard pricing models utilize inputs derived from, or corroborated by, observable market data such as interest rate yield curves and currency and commodity spot and forward rates. In addition, we test a subset of our valuations against valuations received from the transaction's counterparty to validate the accuracy of our standard pricing models. Accordingly, the estimates presented may not be indicative of the amounts that we would realize in a market exchange at settlement date and do not represent potential gains or losses on these agreements. The estimated fair values of foreign exchange forward contracts, commodity forward and option contracts, and interest rate contracts are included in the tables within this Note. The estimated fair value of debt is $3,809.9 million and $3,223.6 million and the carrying amount is $4,074.9 million and $3,365.3 million as of December 31, 2025 and 2024, respectively.

Use of Derivative Financial Instruments to Manage Risk

We mitigate certain financial exposures, including currency risk, commodity purchase exposures and interest rate risk through a program of risk management that includes the use of derivative financial instruments. We enter into foreign exchange contracts, including forward and purchased option contracts, to reduce the effects of fluctuating foreign currency exchange rates.

Foreign Currency Exchange Risk Management

We conduct business in many foreign countries, exposing earnings, cash flows, and our financial position to foreign currency risks. The majority of these risks arise as a result of foreign currency transactions. Our policy is to minimize exposure to adverse changes in currency exchange rates. This is accomplished through a controlled program of risk management that includes the use of foreign currency debt and forward foreign exchange contracts. We also use forward foreign exchange contracts to hedge firm and highly anticipated foreign currency cash flows, with an objective of balancing currency risk to provide adequate protection from significant fluctuations in the currency markets.

The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the Brazilian real, Chinese yuan, Indian rupee, euro, Mexican peso and Argentine peso.

Commodity Price Risk

We are exposed to risks in energy costs due to fluctuations in energy prices, including natural gas, electricity, and other commodities. We attempt to mitigate our exposure to increasing energy costs by entering into physical and financial derivative contracts to hedge the cost of future deliveries of our commodities.

Interest Rate Risk

We use various strategies to manage our interest rate exposure, including entering into interest rate swap agreements to achieve a targeted mix of fixed and variable-rate debt. In the agreements we exchange, at specified intervals, the difference between fixed and variable-interest amounts calculated on an agreed-upon notional principal amount.

Concentration of Credit Risk

Our counterparties to derivative contracts are primarily major financial institutions. We limit the dollar amount of contracts entered into with any one financial institution and monitor counterparties’ credit ratings. We also enter into master netting agreements with each financial institution, where possible, which helps mitigate the credit risk associated with our financial instruments. While we may be exposed to credit losses due to the nonperformance of counterparties, we consider this risk remote.

Financial Guarantees and Letter-of-Credit Commitments

We enter into various financial instruments with off-balance sheet risk as part of the normal course of business. These off-balance sheet instruments include financial guarantees and contractual commitments to extend financial guarantees under letters of credit and other assistance to customers. See Notes 1 and 19 to the consolidated financial statements included within this Form 10-K for more information. Decisions to extend financial guarantees to customers, and the amount of collateral required under these guarantees, is based on our evaluation of creditworthiness on a case-by-case basis.

Accounting for Derivative Instruments and Hedging Activities

Cash Flow Hedges

As of December 31, 2025, we had open foreign currency forward contracts in AOCI in a net after-tax loss position of $2.6 million designated as cash flow hedges of underlying forecasted sales and purchases. Current open contracts hedge forecasted transactions until December 31, 2026. At December 31, 2025, we had open forward contracts with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $793.3 million.

At December 31, 2025 we had no interest rate swap contracts.

In prior periods, we settled on various interest rate swap agreements related to several debt issuances and recorded gains (losses) in other comprehensive income, which is also being amortized over the life of those debt instruments. As of December 31, 2025, there was a remaining net after-tax loss of $25.5 million in AOCI related to these settlements.

As of December 31, 2025, we had no open commodity contracts in AOCI designated as cash flow hedges of underlying forecasted purchases. At December 31, 2025, we hadno mmBTUs (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity forward contracts.

Approximately $2.6 million of net after-tax losses, representing open foreign currency exchange contracts will be realized in earnings during the twelve months ending December 31, 2026 if spot rates in the future are consistent with forward rates as of December 31, 2025. The actual effect on earnings will be dependent on the actual spot rates when the forecasted transactions occur. We recognize derivative gains and losses in the"Costs of sales and services" line on the consolidated statements of income (loss).

Net Investment Hedges

The Company is exposed to fluctuations in foreign exchange rates on investments it holds in foreign entities, and, beginning in the third quarter of 2025, the Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in foreign exchange rates on its net investment in Euro (“EUR”) denominated subsidiaries.

During the third quarter of 2025, the Company entered into fixed-to-fixed cross-currency swaps with aggregate notional amounts of $750 million, of which the Company will exchange semi-annual fixed rate payments on United States dollar notional amount for fixed rate payments in EUR. As of December 31, 2025, the Company had $750 million of hedges outstanding to hedge its net investment in EUR denominated subsidiaries and are designated as net investment hedges.

For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment. Amounts are reclassified out of Accumulated Other Comprehensive Income into earnings when the hedged net investment is either sold or substantially liquidated.

Derivatives Not Designated As Hedging Instruments

We hold certain forward contracts that have not been designated as cash flow hedging instruments for accounting purposes. Contracts used to hedge the exposure to foreign currency fluctuations associated with certain monetary assets and liabilities are not designated as cash flow hedging instruments, and changes in the fair value of these items are recorded in earnings.

We had open forward contracts not designated as cash flow hedging instruments for accounting purposes with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $3,179.7 million at December 31, 2025.

Fair Value of Derivative Instruments

The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments as of December 31, 2025 and 2024:

(1) Balance is included in"Prepaid and other current assets" on the consolidated balance sheets.

(2) Balance is included in "Accrued and other liabilities" on the consolidated balance sheets.

The following tables summarize the gains or losses related to our cash flow hedges and derivatives not designated as hedging instruments:

Derivatives in Cash Flow Hedging Relationships

(1)Amounts are included in"Costs of sales and services","Selling, general and administrative expenses", and"Interest expense, net" on the consolidated statements of income (loss).

Derivatives Not Designated as Hedging Instruments

(1)Amounts in the columns represent the gain or loss on the derivative instrument offset by the gain or loss on the hedged item. These amounts are included in "Costs of sales and services" and to a lesser extent "Selling, general, and administrative expenses" on the consolidated statements of income (loss).

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principle or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable and able and willing to transact for the asset or liability.

Fair Value Hierarchy

We have categorized our assets and liabilities that are recorded at fair value, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets and liabilities fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Recurring Fair Value Measurements

The following tables present our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis in our consolidated balance sheets:

(1)See the Fair Value of Derivative Instruments table within this Note for classifications on our consolidated balance sheets.

(2)Includes a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in "Other assets including long-term receivables, net" on the consolidated balance sheets. Liability amounts are included in "Other long-term liabilities" on the consolidated balance sheets.

(3)FMC maintains a beneficial interest in a trade receivables securitization fund. The fair value of the beneficial interest is determined by calculating the expected amount of cash to be received on the fund’s outstanding credit notes. As part of this evaluation, we rely on unobservable inputs, including estimating the anticipated credit losses. We consider historical information, current conditions and other reasonable factors as part of this assessment. Asset amounts are included in "Other assets including long-term receivables, net" on the consolidated balance sheets.

(4)Includes money market funds, which consist of highly liquid investments valued at quoted market prices, recognized as "Cash and cash equivalents" on our consolidated balance sheets.

Nonrecurring Fair Value Measurements

The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a nonrecurring basis in the consolidated balance sheets during the year ended December 31, 2025.

(1)During the year ended December 31, 2025, we evaluated the carrying value of the assets related to the sale of our India commercial business following one-time commercial actions recorded to prepare the business for sale. We recorded an impairment charge of $194.8 million bringing the assets to their estimated fair value less costs to sell resulting in net assets identified as held for sale of $450.0 million, as presented on the consolidated balance sheet as of December 31, 2025. The fair value of the net assets was estimated using the weighted-average of non-binding offers received during the fourth quarter of 2025 as well as forecasts of working capital for the India commercial business developed by management. Refer to Note 1 for further details on the India held for sale business.

(2)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.

Note 19: Guarantees, Commitments and Contingencies

We continue to monitor the conditions that are subject to guarantees and indemnifications to identify whether a liability must be recognized in our financial statements.

The following table provides the estimated undiscounted amount of potential future payments for each major group of guarantees at December 31, 2025. These guarantees arise during the ordinary course of business from relationships with customers and nonconsolidated affiliates. Non-performance by the guaranteed party triggers the obligation requiring us to make payments to the beneficiary of the guarantee. Based on our experience these types of guarantees have not had a material effect on our consolidated financial position or on our liquidity. Our expectation is that future payment or performance related to the non-performance of others is considered unlikely.

(1)Represents guarantees to financial institutions on behalf of certain customers for their seasonal borrowing. The short-term amount is recorded as "Guarantees of vendor financing" on the consolidated balance sheets.

(2)These guarantees represent the outstanding commitment provided to third-party banks for credit extended to various direct and indirect customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair value (i.e. representing the stand-ready obligation) based on our historical collection experience and a current assessment of credit exposure. Historically, the fair value of these guarantees has been and continues to be in the current reporting period, immaterial and the majority of these guarantees have had an expiration date of less thanone year.

Excluded from the chart above are parent-company guarantees we provide to lending institutions that extend credit to our foreign subsidiaries. Since these guarantees are provided for consolidated subsidiaries, the consolidated financial position is not affected by the issuance of these guarantees. Also excluded from the chart, in connection with our property and asset sales and divestitures, we have agreed to indemnify the buyer for certain liabilities, including environmental contamination and taxes that occurred prior to the date of sale or provided guarantees to third parties relating to certain contracts assumed by the buyer. Our indemnification or guarantee obligations with respect to certain liabilities may be indefinite as to duration and may or may not be subject to a deductible, minimum claim amount or cap. As such, it is not possible for us to predict the likelihood that a claim will be made or to make a reasonable estimate of the maximum potential loss or range of loss. Therefore, we have not recorded any specific liabilities for these guarantees. If triggered, we may be able to recover some of the indemnity payments from third parties. For certain obligations related to our divestitures for which we can make a reasonable estimate of the maximum potential loss or range of loss and is probable, a liability in those instances has been recorded.

Supplier Financing Obligations

We work with suppliers to optimize payment terms and conditions on accounts payable to improve working capital and cash flows. We offer to a select group of suppliers a voluntary Supply Chain Finance (“SCF”) program with a global financial institution. The suppliers, at their sole discretion, may sell their receivables to the financial institution based on terms negotiated between them. Our obligations to our suppliers are not impacted by our suppliers’ decisions to sell under these arrangements. Obligations outstanding under this program are recorded within "Accounts payable, trade and other" in our consolidated balance sheets and the associated payments are included in operating activities within our consolidated statements of cash flows.

Our payment terms with our suppliers are consistent, regardless of whether a supplier participates in the program. We deem these terms to be commercially reasonable and consistent with the range of industry standards within their respective regions. Under the terms of the agreement, we do not pledge assets as security or make any other forms of guarantees.

FMC's outstanding obligations confirmed as valid under the SCF was $109.5 million and $227.4 million as of December 31, 2025 and 2024, respectively.

Commitments

Purchase Obligations

Our minimum commitments under our take-or-pay purchase obligations associated with the sourcing of materials and energy total approximately $179.9 million as of December 31, 2025. Since the majority of our minimum obligations under these contracts are over the life of the contract on a year-by-year basis, we are unable to determine the periods in which these obligations could be payable under these contracts. However, we intend to fulfill the obligations associated with these contracts through our purchases associated with the normal course of business.

Contingencies

2023 Securities Litigation. Beginning on November 9, 2023, several purported FMC shareholders filed putative class action complaints in the U.S. District Court for the Eastern District of Pennsylvania (the “E.D.P.A.”) and named as defendants FMC and certain of its current and former executives, asserting claims under the federal securities laws. The various actions were consolidated in an action captioned, In re FMC Corporation Securities Litigation, No. 2:23-cv-04398-KNS (E.D.P.A.) (the “2023 Securities Class Action”). The operative complaint alleges that the defendants made certain material misstatements and omissions regarding FMC’s business, operations, and prospects, including with respect to, among other things: (1) the alleged diminishment of patent protection for flagship products in certain markets, including India, China, and Brazil; (2) the status of proceedings related to FMC’s patent protection efforts; (3) the alleged extent of generic competition with FMC’s products; (4) allegedly overstocked inventory channels; and (5) the alleged extent of industry consolidation among retailers and distributors and the impact thereof on FMC’s business. The complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act. The complaint seeks unspecified damages and other relief on behalf of all persons and entities who purchased or otherwise acquired FMC stock during the putative class period, between February 9, 2022 and October 30, 2023. Defendants in the 2023 Securities Class Action moved to dismiss the complaint on September 17, 2024, and the motion remains pending.

2025 Securities Litigation. On February 13, 2025 and February 14, 2025, two other purported FMC shareholders filed putative class action complaints in the E.D.P.A. against FMC and certain of its former and current executives, asserting claims under the federal securities laws. The two actions were consolidated in an action captioned, In re FMC Corporation Securities Litigation, No. 2:23-cv-04398-KNS (E.D.P.A.) (the “2025 Securities Class Action”). On January 12, 2026, the plaintiffs filed a second amended complaint, after defendants had moved to dismiss an earlier filed complaint. The second amended complaint alleges that the defendants made certain material misstatements and omissions regarding FMC’s business, operations, and prospects, including with respect to, among other things: (1) channel inventory management initiatives; (2) sales practices; and/or (3) FMC’s divestment of its India commercial operations. The operative complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, and seek unspecified damages and other relief on behalf of all persons and entities who purchased or otherwise acquired FMC stock during the period from November 16, 2023 to October 29, 2025.

Derivative Litigation. Beginning in January 2025, several purported shareholders have filed derivative actions on behalf of the Company in E.D.P.A. and the District of Delaware, alleging that certain current and former officers and directors breached fiduciary duties based on the same alleged misstatements asserted in the Company’s 2023 and 2025 Securities Class Actions. These actions include In re FMC Corporation Derivative Litigation, 2:25-cv-00404-KNS (E.D.P.A.), In re FMC Corporation Stockholder Derivative Litigation, 2:25-cv-02731 (E.D.P.A.), Beard v. FMC Corporation, 2:25-cv-03512-KNS (E.D.P.A.) (together, the “Derivative Actions”). Each of the Derivative Actions has been stayed pending the resolution of the defendants’ motion to dismiss in the corresponding related securities class action(s).

Defendants in the 2023 & 2025 Securities Class Actions and the associated Derivative Actions believe the claims against them are without merit and intend to defend themselves vigorously.

Asbestos claims. Like hundreds of other industrial companies, we have been named as one of many defendants in asbestos-related personal injury litigation. Most of these cases allege personal injury or death resulting from exposure to asbestos in premises of FMC or to asbestos-containing components installed in machinery or equipment manufactured or sold by discontinued operations.

We intend to continue managing these asbestos-related cases in accordance with our historical experience. We have established a reserve for this litigation within our discontinued operations and believe that any exposure of a loss in excess of the established reserve cannot be reasonably estimated. Our experience has been that the overall trends in asbestos litigation have changed over time. Over the last several years, we have seen changes in the jurisdictions where claims against FMC are being filed and changes in the mix of products named in the various claims. Because these claim trends have yet to form a predictable pattern, we are presently unable to reasonably estimate our asbestos liability with respect to claims that may be filed in the future.

Paraquat cases. Along with Chevron USA and Syngenta AG, FMC has been named in approximately 1,300 cases pending in the Philadelphia Court of Common Pleas Mass Tort Program. In general, plaintiffs allege they were exposed to paraquat, and as a result of this exposure, they developed disease or other health conditions. Chevron and Syngenta (or their predecessors) were registrants of paraquat products in the United States. FMC is not aware of ever having registered any paraquat product in the United States. FMC believes the Company has meritorious defenses and intends to defend itself vigorously. The Court in Philadelphia has set a series of bellwether trial dates throughout 2026. FMC has been dismissed from the first trial case.

Currenta explosion. On July 27, 2021, an explosion occurred at a waste incineration plant located in Leverkusen, Germany that is owned and operated by Currenta GmbH & Co. OHG (“Currenta”). The cause of the explosion remains under investigation. On July 29, 2024, FMC was served with a US District Court of Delaware Complaint regarding the Currenta (Germany) site explosion. The Complaint was filed by HDI Global SE, XL Insurance Company SE, Direktion für Deutschland, SwissRe International SE, Starr Europe Insurance limited, Vienna Insurance Group and QBE Re (Europe Ltd.) (“Currenta’s Insurers”) and named FMC Corporation as a defendant. The Complaint alleged that it was FMC’s negligence which led to the explosion. Currenta’s Insurers claim that they have paid Currenta over 200 million EUR, which they are seeking to recover. On September 27, 2024, FMC filed a Motion to Dismiss the Complaint. Rather than opposing FMC’s Motion, Currenta’s Insurers voluntarily dismissed the action on October 15, 2024.

On November 29, 2024, Currenta’s Insurers served a Statement of Claim to FMC’s Ronland manufacturing facility, filed in Germany, against FMC Agricultural Solutions A/S (a/k/a Cheminova A/S) (“FMC A/S”), seeking to recover 200 million EUR allegedly paid to Currenta. On December 10, 2024, FMC A/S was served with a Statement of Claim, filed in Germany, brought by Currenta. Currenta alleges 146 million EUR in damages arising from the Currenta site explosion. Subsequently, AVG Abfall-Verwertungs-Gesellschaft mbH (“AVG”), a waste management company retained by FMC A/S to assist with disposing the waste at issue, has been named as an additional defendant in both actions. On September 3, 2025, FMC was notified that the Dortmund Public Prosecutor’s Office is investigating FMC, and certain named employees, regarding potential criminal charges arising from the explosion. FMC believes the Company has meritorious defenses in both cases and intends to defend itself vigorously.

Other contingent liabilities. In addition to the matters disclosed above, we have certain other contingent liabilities arising from litigation, claims, products we have sold, guarantees or warranties we have made, contracts we have entered into, indemnities we have provided, and other commitments or obligations incident to the ordinary course of business.

In Brazil, we are subject to claims from various governmental agencies regarding alleged additional indirect (non-income) taxes or duties as well as product liability matters and labor cases related to our operations. These disputes take many years to resolve as the matters move through administrative or judicial courts. We have provided reserves for such Brazilian matters that we consider probable and for which a reasonable estimate of the obligation can be made in the amount of $1.9 million and $2.3 million as of December 31, 2025 and 2024, respectively. The aggregate estimated reasonably possible loss contingencies related to such Brazilian matters exceed amounts accrued by approximately $156.6 million at December 31, 2025. We defend these cases vigorously through to final judgment at the final level of adjudication. This reasonably possible estimate is based upon information available as of the date of the filing and the actual future losses may be higher given the uncertainties regarding the ultimate decision by administrative or judicial authorities in Brazil.

In India, we are subject to audits or other proceedings by tax authorities regarding certain alleged additional indirect taxes related to our operations. Indian tax authorities have begun auditing or investigating many companies, including our FMC subsidiary in India, on the goods and service tax ("GST") indirect tax law which came into force in 2017. Such proceedings and potential future litigations, in which the tax authorities are challenging the technical tax position taken by the Company, take many years to resolve as the matters are heard and decided upon by tax authorities or courts. We have provided reserves for such historical Indian tax matters that we consider probable and a reasonable estimate of the obligation as of December 31, 2025 was approximately $12.0 million. The timing and amount of the remaining obligations will vary based on final negotiations and the reserve will be reduced as these payments are made.

Regarding other contingencies arising from operations, some of these contingencies are known - for example pending product liability litigation or claims - but are so preliminary that the merits cannot be determined, or if more advanced, are not deemed material based on current knowledge. Some contingencies are unknown - for example, claims with respect to which we have no notice or claims which may arise in the future, resulting from products we have sold, guarantees or warranties we have made, or indemnities we have provided. Therefore, we are unable to develop a reasonable estimate of our potential exposure of loss for these contingencies, either individually or in the aggregate, at this time. Based on information currently available and established reserves, we have no reason to believe that the ultimate resolution of our known contingencies, including the matters described in this Note, will have a material adverse effect on our consolidated financial position, liquidity or results of operations. However, there can be no assurance that the outcome of these contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations in any one reporting period, or liquidity.

See Note 10 to the consolidated financial statements included within this Form 10-K for the Portland Harbor site for legal proceedings associated with our environmental contingencies.

Note 20: Segment Information

As discussed in Note 1 to the consolidated financial statements included within this Form 10-K, we operate as a single business segment providing innovative solutions to growers around the world with a robust product portfolio fueled by a market-driven discovery and development pipeline in crop protection and plant health.

We have determined that the Chief Executive Officer (the “CEO”) serves as the Chief Operating Decision Maker ("CODM") for the Company. The determination of a single segment is consistent with the financial information regularly reviewed by the CEO for purposes of evaluating performance, allocating resources, setting incentive compensation targets and both planning and forecasting future periods. The CEO reviews consolidated net income (loss) as a key performance measure of profit (loss) for the Company’s single segment and reviews significant expenses, if relevant, on a consolidated basis consistent with the presentation on the consolidated statements of income (loss).

The CEO’s review is focused on consolidated results for the Company. However, the CEO may receive supplemental information as part of his review, which includes revenue by geographic region as well as by major product category. For the presentation of disaggregated revenue, refer to Note 3 to the consolidated financial statements included within this Form 10-K.

The following table provides our long-lived assets by major geographical region:

(1)Geographic long-lived assets exclude long-term deferred income taxes.

(2)The countries with long-lived assets in excess of 10 percent of consolidated long-lived assets at December 31, 2025 and 2024 are the U.S., which totaled $784.9 million and $941.6 million and Denmark, which totaled $716.9 million and $1,280.1 million, respectively. In connection with our plans to establish a global technology and innovation center in Switzerland, we completed intra-entity transfers of certain intellectual property to one of the Company's Swiss subsidiaries during 2024. At December 31, 2025 and 2024, Switzerland had long-lived assets in excess of 10 percent of consolidated long-lived assets totaling $1,406.5 million and $2,050.8 million, respectively.

Note 21: Supplemental Information

The following tables present details of prepaid and other current assets, other assets including long-term receivables, net, accrued and other liabilities and other long-term liabilities as presented on the consolidated balance sheets:

(1)Prepaid and other current assets and other long-term assets associated with the India commercial business are presented in"Assets held for sale" on the consolidated balance sheet as of December 31, 2025. Refer to Note 1 for further details on the India held for sale business.

(2)In accordance with revenue standard requirements, a sales return liability is recognized for the consideration paid by a customer to which FMC does not expect to be entitled, together with a corresponding refund asset to recover the product from the customer. See (2) below.

(1)Accrued and other liabilities associated with the India commercial business are presented in"Liabilities held for sale" on the consolidated balance sheet as of December 31, 2025. Refer to Note 1 for further details on the India held for sale business.

(2)Other accrued and other liabilities includes our estimated liability for sales returns.

Note 22: Quarterly Financial Information (Unaudited)

(1)The sum of quarterly earnings per common share may differ from the full-year amount.