FMC CORP

Note 1: Financial Information and Accounting Policies

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim period financial statements and reflect all adjustments necessary for a fair presentation of our statements of results of operations for the three and nine months ended September 30, 2026 and 2025, cash flows for the nine months ended September 30, 2026 and 2025, changes in equity for the three and nine months ended September 30, 2026 and 2025, and our financial positions as of September 30, 2026 and December 31, 2025. All such adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes. The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results of operations for the full year. The consolidated balance sheet as of December 31, 2025 was audited by our independent registered public accountants. Our accounting policies are set forth in detail in Note 1 to the consolidated financial statements included with our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2025 (the "2025 Form 10-K").

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 challenges in the country. In May 2026, the Company announced that it has signed a definitive agreement to sell the India commercial business to Crystal Crop Protection Limited for consideration of $252 million, subject to customary adjustments for cash, debt and working capital. The Company will continue to receive all cash generated from the ongoing operation of the India business until closing, primarily through monetization of working capital, and the sale is expected to close during 2026. The assets related to this business have been classified as held for sale since the third quarter of 2025. The business does not qualify for recognition as discontinued operations and will continue to be presented in the Company’s reported GAAP results until a transaction is completed.

Following entry into the definitive agreement, we evaluated the remaining carrying value of the net assets associated with the business. The carrying value of the India held for sale business decreased from $450.0 million as of December 31, 2025 to $260.0 million as of September 30, 2026. The difference between the adjusted carrying value and the estimated fair value, less costs to sell, was recorded as an asset impairment of $57.1 million during the nine months ended September 30, 2026, reflected within the Restructuring and other charges line item on the consolidated statement of income (loss). In addition to the asset impairment charge recorded during the period, we also recognized receivable collections during the period that reduced the remaining carrying value of the net assets identified for sale. The carrying value of the held for sale business is comprised of $282.6 million of net assets held for sale as presented on the consolidated balance sheet and a gain of $22.6 million related to foreign currency translation in connection with the assets identified for disposal. The foreign currency translation gains are recorded in Accumulated other comprehensive income (loss) on the consolidated balance sheet and will be reclassified to the consolidated statement of income (loss) upon close of the sale.

The table below summarizes the assets and liabilities classified as held for sale in the consolidated balance sheet:

Note 2: Recently Issued and Adopted Accounting Pronouncements and Regulatory Items

New accounting guidance and regulatory items

On November 4, 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, to require disaggregation of certain expense captions into specified categories in disclosures within the notes of the financial statements. The standard is effective for FMC beginning with the Form 10-K for the year ended December 31, 2027, and early adoption is permitted. The guidance is required to be applied prospectively and amendments in the ASU may be applied prospectively or retrospectively. We are currently evaluating the impact this standard will have on our disclosures.

Note 3: Revenue Recognition

Disaggregation of revenue

We disaggregate revenue from contracts with customers by geographical areas and major product categories. We have three major agricultural product categories: insecticides, herbicides, and fungicides. Plant health, which includes biological products, is also included in the below table.

The following table provides information about disaggregated revenue by major geographical region:

(1)In response to challenging market conditions, we implemented comprehensive commercial actions in Brazil, Argentina, the United States and Canada to reflect pricing adjustments made on select products held by channel customers as well as modify our pricing and rebate model in North America. As a result, we recorded approximately $535 million and $104 million in revenue charges in North America and Latin America, respectively, during the three and nine months ended September 30, 2026.

(2)During the three and nine months ended September 30, 2025, we took several intentional commercial actions to prepare the India commercial business for sale. These actions to position the India business for sale resulted in revenue charges of $419 million for the India business in the third quarter of 2025 and included the recognition of actual inventory returns during the period, an increase to the reserve for future sales returns, and various pricing actions to assist with the acceleration of receivable collection. Refer to Note 1 for further details on the India held for sale business.

The following table provides information about disaggregated revenue by major product category:

(1)The three and nine months ended September 30, 2026 includes revenue charges of approximately $639 million in connection with commercial actions implemented during the period, which impacted the insecticides, herbicides, and fungicides product categories above.

(2)The three and nine months ended September 30, 2025 includes revenue charges of approximately $419 million driven by the intentional commercial actions to prepare the India commercial business for sale. Refer to Note 1 for further details on the India held for sale business.

We earn revenue from the sale of a wide range of products to a diversified base of customers around the world. We develop, market and sell allthree major classes of crop protection chemicals (insecticides, herbicides and fungicides) as well as biologicals, crop nutrition, and seed treatment products, which we group as plant health. These products are used in agriculture to enhance crop yield and quality by controlling a broad spectrum of insects, weeds and disease. The majority of our product lines consist of insecticides and herbicides, with a smaller portfolio of fungicides mainly used in high value crop segments. We are investing in plant health which includes our growing biological products. Our insecticides are used to control a wide spectrum of pests, while our herbicide portfolio primarily targets a large variety of difficult-to-control weeds. Products in the other category include various agricultural products such as smaller classes of pesticides, growth promoters, and other miscellaneous revenue sources.

For additional detail on revenue recognition policies and procedures, see Note 3 to our consolidated financial statements included within our 2025 Form 10-K.

Contract Asset and Contract Liability Balances

We satisfy our obligations by transferring goods and services in exchange for consideration from customers. The timing of performance sometimes differs from the timing the associated consideration is received from the customer, thus resulting in the recognition of a contract asset or contract liability. We recognize a contract liability if the customer's payment of consideration is received prior to completion of our related performance obligation.

The following table presents the opening and closing balances of our receivables, net of allowances and contract liabilities from contracts with customers:

(1)Amount includes $1,723.1 million of trade receivables and $28.1 million of net long-term customer receivables as of September 30, 2026. See Note 5 for more information.

(2)Amount includes $67.8 million of short-term advance payments from customers and $200.0 million of long-term advance payments from customers as of September 30, 2026. The long-term advance payments from customers includes the deferred revenue recognized in connection with the licensing agreement discussed further below and recorded in Other long-term liabilities on the consolidated balance sheet. The amount of revenue recognized in the nine months ended September 30, 2026 that was included in the opening contract liability balance is $452.6 million.

The balance of receivables from contracts with customers listed in the table above include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The change in allowance for doubtful accounts for both current trade receivables and long-term receivables for any period is representative of the impairment or the write-off of receivables. Refer to Note 5 for further information.

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

We periodically enter into prepayment arrangements with customers and receive advance payments for product to be delivered in future periods. We recognize these prepayments as a liability under Advance payments from customers on the consolidated balance sheets when they are received. Revenue associated with advance payments is recognized as shipments are made and transfer of control to the customer takes place.

Note 4: Intangible Assets

Our intangible assets consist of the following:

(1)Represents trademarks, trade names and know-how.

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

We perform our indefinite-lived intangible asset impairment tests at least annually. Our fiscal year 2026 annual indefinite-lived intangible asset impairment test was performed during the three months ended September 30, 2026. At the time of the annual impairment test which uses a July 31 measurement date, we determined no indefinite-lived asset impairment existed and the estimated fair values also exceeded the carrying value for each of our indefinite-lived intangible assets. During the third quarter of 2026, we experienced a decline in operating performance, revised our expectations regarding future operating results and cash flows, and considered the increased uncertainty associated with future forecasts. As a result of these factors and the commercial actions implemented during the quarter, we performed an additional impairment test of certain indefinite-lived intangible assets. Based on the results of that assessment, we recorded a non-cash impairment charge of $287.5 million to our Crop Protection Brands intangible asset during the nine months ended September 30, 2026.

The full year estimated pre-tax amortization expense for the year ended December 31, 2026 and each of the succeeding five years is approximately $72.0 million, $71.3 million, $71.0 million, $67.4 million, $66.1 million, and $63.5 million, respectively.

Note 5: Receivables

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

(1)Includes approximately $32 million of charges recorded to Cost of sales and services on our consolidated statement of income in connection certain receivables in Latin America as part of the commercial actions implemented during the third quarter of 2026.

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 $28.1 million as of September 30, 2026. 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:

(1)Includes approximately $5 million of charges recorded to Cost of sales and services on our consolidated statement of income in connection certain receivables in Latin America as part of the commercial actions implemented during the third quarter of 2026.

(2)Includes the charge and write-off of approximately $92.6 million of certain receivables recorded in connection with Project Foundation due to a change in our commercial strategy, primarily in Latin America. The charge was recorded as a component of Restructuring and other charges (income) on the consolidated statement of income (loss). Refer to Note 8 for further information.

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 securitization 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 are no longer 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 arrangements, received at the time of sale, are classified as cash flows from operating activities.

There were $134.4 million and $134.0 million in receivables sold under the securitization programs during the nine months ended September 30, 2026 and 2025, respectively. A charge of $16.7 million and $10.4 million associated with the transfer of these financial assets is included as a component within Selling, general and administrative expenses during the nine months ended September 30, 2026 and 2025, respectively.

As part of funding our interest for all outstanding arrangements under the securitization programs, approximately $33.6 million of the receivables sold are retained by the investment fund and will be returned to FMC, including interest, at the maturity of the securitization. This asset is 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 are no longer 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 expenseson the consolidated statements of income (loss) and has been immaterial during each reporting period. Non-recourse factoring was $85.0 million and $206.2 million during the nine months ended September 30, 2026 and 2025, respectively.

Note 6: Inventories

Inventories consisted of the following:

Note 7: Property, Plant and Equipment

Property, plant and equipment consisted of the following:

Note 8: Restructuring and Other Charges (Income)

Our restructuring and other charges (income) are comprised of restructuring, asset disposals and other charges (income) as noted below.

Restructuring charges

For detail on restructuring activities that commenced prior to 2026, see Note 7 to our consolidated financial statements included within our 2025 Form 10-K.

(1)Other charges primarily represent third-party costs associated with various restructuring activities. 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), including the write-off of certain receivables as discussed further below, 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 nine months ended September 30, 2026, we incurred non-cash asset write-offs and accelerated depreciation costs of $193.1 million primarily associated with the planned exit of certain production activities. As part of the broader strategic shift under Project Foundation, we plan to focus on increased direct engagement with growers in certain countries, primarily in Latin America. The transition to this commercial model led to the realignment of certain customer relationships, which resulted in additional non-cash write-offs of approximately $92.6 million of long-term receivables during the nine months ended September 30, 2026. We also incurred severance and employee separation costs of $47.7 million and other miscellaneous charges of $67.9 million, which include contract exit costs and professional service provider costs. The remaining amounts associated with Project Foundation 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 write-offs of fixed assets, asset impairment charges and asset retirement obligations.

(1)Relates to the global restructuring plan initiated in 2023. The reserve consists primarily of contract abandonment charges recorded during 2024 resulting from the reorganization of our supply chain footprint.

(2)Relates to management’s comprehensive plan initiated in 2025 and primarily relates to severance charges and related benefit costs as well as other miscellaneous fees, which include contract exit costs and professional service provider costs.

(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)Included in Accrued and other liabilities and Other long-term liabilitieson 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. See Note 11 for additional details. 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.

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 challenges in the country. In May 2026, the Company announced that it has signed a definitive agreement to sell the India commercial business to Crystal Crop Protection Limited for consideration of $252 million, subject to customary adjustments for cash, debt and working capital. The assets related to this business have been classified as held for sale since the third quarter of 2025. During the nine months ended September 30, 2026, we recorded an impairment charge of $57.1 million to record the assets at the estimated fair value, less costs to sell and we also incurred $13.0 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.

Impairment of intangible assets

During the third quarter of 2026, we experienced a decline in operating performance, revised our expectations regarding future operating results and cash flows, and considered the increased uncertainty associated with future forecasts. As a result of these factors and the commercial actions implemented during the quarter, we performed a test of our intangible assets for impairment. We recorded a $287.5 million impairment charge during the nine months ended September 30, 2026 in connection with the impairment test.

Note 9: Debt

Debt maturing within one year:

(1)At September 30, 2026, the average effective interest rate on the borrowings was 12.8 percent.

(2)At September 30, 2026, the average effective interest rate on the borrowings was 5.2 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 September 30, 2026, borrowings under the Revolving Credit Facility were $150.0 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 $188.6 million and available funds under this facility were $1,661.4 million at September 30, 2026.

Long-term debt:

Senior Secured Notes

On June 5, 2026 the Company completed a private offering of $1.2 billion aggregate principal amount of 8.000% Senior Secured Notes due 2031 (the “Senior Secured Notes”). The Company used the net proceeds from this offering to redeem $500 million of the senior notes due October 1, 2026, repay outstanding borrowings under the Revolving Credit Facility, and for general corporate purposes including the repayment of other debt. The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by various subsidiaries of the Company organized under the laws of the United States, Switzerland, the Netherlands, Canada and Singapore (the “Subsidiary Guarantors”). The Senior Secured Notes are secured by first-priority liens on (i) substantially all of the assets of the Company and the Subsidiary Guarantors organized under the laws of the United States, Canada and Switzerland, other than certain excluded property and (ii) all the equity interests held by the Subsidiary Guarantors organized under the laws of Singapore and the Netherlands in their respective subsidiaries. In connection with the Senior Secured Notes, the Company is also subject to certain covenants and restrictions, including customary events of default, limits on the ability to pay dividends, and incur additional indebtedness.

Revolving Credit Facility Amendments

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 April 2026, the Company amended its credit agreement to modify the maximum leverage ratio and the minimum interest coverage ratio for certain quarters. As defined in Amendment No. 6 (the "April 2026 Amendment"), the maximum leverage ratio shall not be tested in the first three quarters of 2026 and is then increased to 6.75 through the period ending December 31, 2027. The maximum leverage ratio will incrementally step down during the covenant relief period ending at 3.75 for the quarter ended March 31, 2029. The April 2026 Amendment also lowers the minimum interest coverage ratio to 2.00 through the period ending June 30, 2027. The minimum interest coverage ratio will incrementally step up during the covenant relief period ending at 3.50 for the quarter ended March 31, 2029.

To secure the obligations under the Revolving Credit Facility, the Company designated certain of its subsidiaries as guarantors and granted security interests in certain assets and pledged certain equity interests of the Company and those of certain subsidiaries. The April 2026 Amendment also makes certain modifications to the negative covenants on liens, fundamental changes, and indebtedness, and adds negative covenants on transfers of material assets and other items. Additionally, the April 2026 Amendment establishes a maximum secured leverage ratio (measured as the ratio of secured debt to adjusted earnings) of not more than 3.50 as of the last day of each quarter. In June 2026, the Company entered into Amendment No. 7 to amend the limitation on liens in the Revolving Credit Facility and release the security interests on certain collateral that were previously granted by the Company and certain of its subsidiaries as collateral to secure the obligations under the Revolving Credit Facility. 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.

The maximum leverage ratio was not tested for the four consecutive quarters ended September 30, 2026 in connection with the April 2026 Amendment. Our actual interest coverage for the four consecutive quarters ended September 30, 2026 was 2.28, which is above the minimum interest coverage of 2.00. Our actual maximum secured leverage ratio for the four consecutive quarters ended September 30, 2026 was 1.37, which is below the newly established maximum secured leverage ratio of 3.50. We were in compliance with all covenants at September 30, 2026.

In October 2026, the Company entered into Amendment No. 8 to the Revolving Credit Facility, which requires the Company to use net proceeds received upon completion of the sale of the India commercial business to repay debt under the Revolving Credit Facility or for general corporate or working capital purposes. This amendment also conditionally releases certain guarantors from their guarantees and certain assets from the security interest previously granted by the Company and certain of its subsidiaries to secure the obligations under the Revolving Credit Facility to facilitate certain actions required in advance of the sale of the India commercial business.

Note 10: Discontinued Operations

Discontinued operations include adjustments to retained assets and liabilities as well as provisions, net of recoveries, for environmental liabilities and legal reserves and expenses related to previously discontinued operations and retained liabilities. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance and long-term obligations related to legal proceedings and historical restructuring activities.

Our discontinued operations comprised the following:

(1)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.

Note 11: Environmental Obligations

We have reserves for potential environmental obligations which we consider probable and which we can reasonably estimate. The following table is a roll forward of our total 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.

(3)These recorded recoveries represent probable realization of claims against U.S. government agencies and are recorded as an offset to our environmental reserves in the consolidated balance sheets.

The estimated reasonably possible environmental loss contingencies, net of expected recoveries, exceed amounts accrued by approximately $304 million at September 30, 2026. 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. Potential environmental obligations that have not been reserved may be material to any one quarter's or year's results of operations in the future. However, we believe any such liability arising from such potential environmental obligations is not likely to have a material adverse effect on our liquidity or financial condition as it may be satisfied over many years.

The table below provides a roll forward of our environmental recoveries representing probable realization of claims against insurance carriers and other third parties. These recoveries are recorded as Prepaid and other current assets and Other assets including long-term receivables, net in the consolidated balance sheets.

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

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

(2)See above roll forward of our total environmental recoveries as presented on the consolidated balance sheets.

(3)Recorded as a component of Restructuring and other charges (income)on the consolidated statements of income (loss). See Note 8. 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.

(4)Recorded as a component of Discontinued operations, net of income taxes on the consolidated statements of income (loss).

A more complete description of our environmental contingencies and the nature of our potential obligations are included in Notes 1 and 10 to our consolidated financial statements in our 2025 Form 10-K. See Note 10 to our consolidated financial statements in our 2025 Form 10-K for a description of significant updates to material environmental sites. Other than as stated below, there have been no significant updates since the information included in our 2025 Form 10-K.

Portland Harbor

FMC is listed as a potentially responsible party ("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. 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. As part of the Administrative Settlement Agreement and Order of Consent entered between FMC and U.S. Environmental Protection Agency ("EPA") to prepare the design of the remedy of the area at and around FMC’s former operations, FMC submitted a preliminary design report in September 2026 to the EPA, which included the proposed remedy for this area. The information in the design report is only sufficient to establish a range of probable costs associated with the future implementation of the remedy in this area. FMC is currently participating in a confidential allocation and mediation process for these costs and certain other costs among all PRPs associated with Portland Harbor. Concurrently settlement discussions are ongoing between EPA and PRPs. Based upon preliminary allocation determinations and the submission of the preliminary design report, we recorded an increase to the reserve of approximately $20 million during the three months ended September 30, 2026, which is the lower end of the range of our liability at Portland Harbor in accordance with our accounting policy. Because of the uncertainty related to the allocation and mediation process, and the settlement negotiations with EPA, we may record additional charges, including an additional $31 million considered reasonably possible at this time. 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 final outcome of the allocation and mediation process and the settlement negotiations could have a material adverse effect on our consolidated financial position, results of operations in any one reporting period, or liquidity.

Note 12: 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 from continuing operations 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 three and nine months ended September 30, 2026, there were 5.5 million and 5.3 million potential common shares excluded from Diluted EPS, respectively. For both the three and nine months ended September 30, 2025, there were 3.5 million potential common shares excluded from Diluted EPS.

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 number of 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:

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

Note 13: Equity

Accumulated other comprehensive income (loss)

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

(1) See Note 17 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 in 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 15.

Transactions with Noncontrolling Interest

During the nine months ended September 30, 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.

Tessenderlo Group Minority Equity Investment

In September 2026, Tessenderlo Group, a Belgian-based industrial group, purchased 30,319,166 shares at a price of $13.30 per share representing a minority equity investment in the Company or approximately 20 percent of the outstanding shares of FMC common stock. During the nine months ended September 30, 2026, we received proceeds of $403.2 million, which were used to pay down borrowings under our Revolving Credit Facility and for general corporate purposes. In connection with the completion of the transaction, we paid $8.0 million of fees to third-party providers.

Dividends and Share Repurchases

During the nine months ended September 30, 2026 and 2025, we paid dividends of $30.4 million and $218.4 million, 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 October 15, 2026, we paid dividends totaling $12.6 million to our shareholders of record as of September 30, 2026. This amount is included in Accrued and other liabilitieson the consolidated balance sheet as of September 30, 2026. 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. 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 the nine months ended September 30, 2026. At September 30, 2026, $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 percent excise tax imposed by the 2022 Inflation Reduction Act. This tax is included as part of the cost basis of the shares acquired.

Note 14: Leases

For additional detail on the Company's leases and related policies, see Note 16 to our consolidated financial statements included within our 2025 Form 10-K.

The right-of-use ("ROU") asset and lease liability balances as of September 30, 2026 and December 31, 2025 were as follows:

The components of lease expense for the nine months ended September 30, 2026 and 2025 were as follows:

The following table represents our future minimum operating lease payments as of, and subsequent to, September 30, 2026 under ASC 842:

Note 15: Pensions and Other Postretirement Benefits

The following table summarizes the components of net annual benefit cost (income):

(1)The settlement charges recognized during the three and nine months ended September 30, 2026 relate to the U.S. nonqualified defined benefit pension plan.

Note 16: Income Taxes

Our effective income tax rates from continuing operations for the three and nine months ended September 30, 2026 were negative 70.8 percent and negative 62.1 percent, respectively. Our effective tax rate from continuing operations for the three and nine months ended September 30, 2025 were negative 17.6 percent and negative 27.4 percent, respectively. The change in the effective tax rate for the three and nine months ended September 30, 2026 was primarily due to material increases in our valuation allowances in Switzerland and the United States. During the third quarter of 2026, we experienced a decline in operating performance, revised our expectations regarding future operating results and cash flows, and considered increased uncertainty associated with future forecasts. Due to the significance of the revised expectations for 2026 and future operating results as well as recent history of restructuring and impairment charges, we reevaluated the realizability of our deferred tax assets in Switzerland and the United States with limited ability to rely on future earnings forecasts. As a result of this assessment, we recorded valuation allowances in Switzerland and the United States of approximately $491 million and $317 million, respectively, during the three months ended September 30, 2026. Additionally, during the first quarter of 2026, as a result of changes in global earnings mix and ongoing tax planning implemented in March 2026, we recorded an increase to our valuation allowance in Switzerland of approximately $123 million. The total valuation allowance charge associated with Switzerland and the United States for the nine months ended September 30, 2026 was approximately $614 million and $317 million, respectively.

We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology ("EAETR") in accordance with U.S. GAAP. The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pretax ordinary income in each tax jurisdiction in which we operate. As our projections of ordinary income change throughout the year, the EAETR will change period-to-period. A significant amount of our earnings is generated by our foreign subsidiaries, which tax earnings at different 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. The tax effects of discrete items are recognized in the tax provision in the period they occur in accordance with U.S. GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. As a global enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As a result, there can be significant volatility in interim tax provisions.

Note 17: 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 accruals meeting the definition of financial instruments. The carrying value of these financial instruments approximates their fair value. Our other financial instruments include the following:

The estimated fair value of the types of 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 and commodity forward contracts are included in the tables within this Note. The estimated fair value of debt is $3,775.6 million and $3,809.9 million and the carrying amount is $4,177.7 million and $4,074.9 million as of September 30, 2026 and December 31, 2025, respectively.

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 Note 18 for more information. Decisions to extend financial guarantees to customers and the amount of collateral required under these guarantees are based on our evaluation of creditworthiness on a case-by-case basis.

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 derivative contracts, including forward contracts and purchased options, to reduce the effects of fluctuating currency exchange rates, interest rates, and commodity prices. A detailed description of these risks including a discussion on the concentration of credit risk is provided in Note 18 to our consolidated financial statements in our 2025 Form 10-K.

We formally document all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes relating derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. We also assess, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If we determine that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting with respect to that derivative prospectively.

Accounting for Derivative Instruments and Hedging Activities

Cash Flow Hedges

We recognize all derivatives on the balance sheet at fair value. On the date the derivative instrument is entered into, we generally designate the derivative as a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge). We record in accumulated other comprehensive income (loss) ("AOCI") changes in the fair value of derivatives that are designated as and meet all the required criteria for a cash flow hedge. We then reclassify these amounts into earnings as the underlying hedged item affects earnings. In contrast, we immediately record in earnings changes in the fair value of derivatives that are not designated as cash flow hedges.

As of September 30, 2026, we had open foreign currency forward contracts in AOCI in a net after tax loss position of $0.1 million designated as cash flow hedges of underlying forecasted sales and purchases. Current open contracts hedge forecasted transactions until December 31, 2027. At September 30, 2026, we had open forward contracts designated as cash flow hedges with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $429.5 million.

At September 30, 2026, we had no outstanding interest rate swap contracts.

In prior periods, we settled various interest rate swap agreements related to several debt issuances and recorded gains (losses) in other comprehensive income, which are being amortized over the various terms of those debt instruments. As of September 30, 2026, there was a remaining net after-tax loss of $24.4 million in AOCI related to these settlements.

As of September 30, 2026, we had no open commodity contracts in AOCI designated as cash flow hedges of underlying forecasted purchases. At September 30, 2026, we hadno mmBTUs (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity forward contracts to hedge forecasted purchases.

Approximately $0.1 million of the net losses after-tax, representing open foreign currency exchange will be realized in earnings during the twelve months ending September 30, 2027 if spot rates in the future are consistent with forward rates as of September 30, 2026. The actual effect on earnings will be dependent on the actual spot rates when the forecasted transactions occur.

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 September 30, 2026, 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 (loss)as part of the cumulative translation adjustment. Amounts are reclassified out of Accumulated other comprehensive income (loss) 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 $3,389.3 million at September 30, 2026.

Fair Value of Derivative Instruments

The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments.

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

(2) Balance is included in Accrued and other liabilitiesin the consolidated balance sheets.

The tables below 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)See Note 13 for classification of amounts within 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 and Restructuring and other charges (income)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 principal 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 the consolidated balance sheets. During the periods presented there were no transfers between fair value hierarchy levels.

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

(2)Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheets. Both the asset and liability are recorded at fair value. Asset amounts are included in Other assets including long-term receivables, net in the consolidated balance sheets. Liability amounts are included in Other long-term liabilities in 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. The amount is included in Other assets including long-term receivables, netin 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 nine months ended September 30, 2026.

(1)The carrying value of the India held for sale business decreased from $450 million as of December 31, 2025 to $260.0 million as of September 30, 2026. During the nine months ended September 30, 2026, we recorded an impairment charge of $57.1 million to record the assets at the estimated fair value, less costs to sell. The fair value of the net assets was estimated based on the estimated consideration to be received in connection with the definitive sale agreement entered into in May 2026 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.

Note 18: 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.

Guarantees and Other Commitments

Guarantees arise during the ordinary course of business from relationships with customers and non-consolidated affiliates. Non-performance by the guaranteed party triggers the obligation requiring us to make payments to the beneficiary of the guarantee. At September 30, 2026, the estimated undiscounted amount of potential future payments for Guarantees of vendor financing, as presented on the consolidated balance sheets, are $51.6 million. These guarantees represent guarantees to financial institutions on behalf of certain customers for their seasonal borrowing and are recorded as short-term amounts. Historically, we have also had other debt guarantees, which represent the outstanding commitment provided to third-party banks for credit extended to various direct and indirect customers. At September 30, 2026, we had no other debt guarantees. 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.

Excluded from the guarantees mentioned 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 guarantees described above, 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 were $213.1 million and $109.5 million as of September 30, 2026 and December 31, 2025, respectively.

Contingencies

A detailed discussion related to our outstanding contingencies can be found in Note 19 to our consolidated financial statements included within our 2025 Form 10-K and Note 18 to our consolidated financial statements included within our Form 10-Q for the quarterly period ending March 31, 2026. There have been no significant updates since the information included in our 2025 Form 10-K and Form 10-Q for the quarterly period ending March 31, 2026.