FMC closes Tessenderlo’s ~20% stake for $403.2M; Luc Tack nominated to board

FMC Corporation said that on September 23, 2026 it completed the sale of 30,319,166 shares of common stock to Tessenderlo Group NV at $13.30 per share for an aggregate purchase price of $403,244,907.80, leaving Tessenderlo with approximately 20.0% of FMC’s outstanding common stock (including shares it already held), with Luc Tack nominated as Tessenderlo’s initial board nominee under a new Investor Agreement.

FMC Corporation closed a minority equity investment with Belgium’s Tessenderlo Group on September 23, 2026, handing the industrial conglomerate roughly one-fifth of FMC’s common stock and a path onto the board — without registering the sale as a public offering.

$403.2 million for 30.3 million shares at $13.30

Under a Stock Purchase Agreement dated June 30, 2026, FMC agreed to sell Tessenderlo Group NV an aggregate of 30,319,166 shares of FMC common stock, par value $0.10 per share, at $13.30 per share. The aggregate purchase price is $403,244,907.80. On September 23, 2026, FMC and Tessenderlo completed that purchase and sale.

As of the closing, and taking into account FMC shares Tessenderlo already held, Tessenderlo owns approximately 20.0% of FMC’s outstanding common stock. Concurrently with closing, the parties entered an Investor Agreement and a Registration Rights Agreement.

Board seat nomination and observer rights

For so long as Tessenderlo holds at least 10.0% of FMC’s outstanding common stock, FMC will increase the board by one director at the first regularly scheduled board meeting after closing and appoint Tessenderlo’s initial nominee to fill that vacancy. Tessenderlo also keeps a right to nominate a candidate for the board’s recommended election slate and a right to one board observer while it remains at or above the 10% threshold. Nominees must be independent under New York Stock Exchange listing rules.

FMC’s Exhibit 99.1 press release states Tessenderlo has nominated Luc Tack, chief executive officer of Tessenderlo Group, as that nominee. The Form 8-K frames the appointment as occurring at the first regularly scheduled board meeting following closing — so the nomination is disclosed now; the seating follows that meeting.

Standstill, 36-month lock-up, and voting alignment

The Investor Agreement imposes customary standstill limits for so long as Tessenderlo or its permitted transferees hold any FMC common stock, including limits on buying more shares, proposing a merger or other extraordinary transaction, and soliciting proxies. Those restrictions fall away under specified circumstances, including if FMC enters a change-of-control transaction.

For 36 months after closing (the Lock Up Period), Tessenderlo and its affiliates are prohibited from transferring or hedging their exposure to FMC common stock, subject to exceptions. After the lock-up expires, transfers still cannot go to FMC competitors, activists, or any buyer that would hold 4.9% or more after the transfer, again subject to exceptions.

While Tessenderlo holds at least 10%, it also receives customary preemptive rights on FMC equity issuances (with customary exceptions) and a right, during specified periods, to buy additional shares to maintain a 20.0% ownership percentage, subject to termination under certain circumstances.

From closing until Tessenderlo both owns less than 10% and at least 12 months have passed since an investor nominee last served as a director, Tessenderlo must vote its FMC shares in line with the board’s recommendation on stockholder matters other than change-of-control proposals.

Unregistered sale under Section 4(a)(2)

Item 3.02 states the 30,319,166 shares were not registered under the Securities Act of 1933. FMC relied on the Section 4(a)(2) exemption based in part on representations by Tessenderlo. The company says the sale was not conducted as a public offering and that the securities may not be offered or sold in the United States absent registration or an applicable exemption.

BofA Securities and Goldman Sachs & Co. LLC served as financial advisors to FMC, with Davis Polk & Wardwell LLP as legal counsel. Stibbe BV/SRL and Sullivan & Cromwell LLP advised Tessenderlo Group NV.

Stake, board rights, and the close date

A closed ~20% stake with board nomination rights, a multi-year lock-up, and standstill terms changes FMC’s shareholder register and governance mix in a single transaction — without implying Tessenderlo now controls the company or that Luc Tack has already been seated. Readers tracking agricultural-sciences ownership, activist/strategic minority deals, and Section 4(a)(2) private placements get a primary-source close date, exact share count, price, and aggregate dollars from the Form 8-K itself.