FMC CORP

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K

Item 5.02. Departure Of Directors or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors (the “Board”) of the Company has elected Mr. Michael Barry as a director of the Company effective February 27, 2026. Mr. Barry has been appointed to the Audit Committee and the Compensation Committee. Mr. Barry will be entitled to be compensated for his service as a director under our Compensation Policy for Non-Employee Directors, as previously described in our filings with the Securities and Exchange Commission.

On February 26, 2026, Margareth Øvrum notified the Company of her decision not to stand for re-election at the 2026 Annual Meeting of Shareholders and to resign from the Board of Directors and all committees thereof, effective at the conclusion of the 2026 Annual Meeting of Shareholders. Her decision was made for personal reasons and was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies, or practices of the Company.

Item 5.03 Amendments to Articles Of Incorporation Or Bylaws; Change In Fiscal Year.

On February 27, 2026, the Board approved and adopted amendments (the “Amendments”) to the Company’s Restated By-Laws (the “By-Laws”), effective immediately. The Amendments to the By-Laws include amendments to Section 2 to clarify the voting standard required for shareholders to approve matters brought at a shareholder meeting and certain other conforming and modernizing amendments to conform to changes in Delaware law.

The foregoing summary is qualified in its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated in this Item 5.03 by reference.

(b) Securities Trading Plans of Directors and Officers

During the three months ended December 31, 2025, none of the directors or officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, of the Company adopted orterminated (i) a Rule 10b5-1 trading arrangement, as defined in Item 408(a) under Regulation S-K of the Securities Act of 1933, or (ii) a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) under Regulation S-K of the Securities Act of 1933.