FMC Corporation had announced a proposed offering of USD 750.0 million aggregate principal amount of senior secured notes due 2031 (the Notes) in a private offering (the Offering) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes will be issued by the Company and will be 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 Company intends to use the net proceeds from the Offering to fund the repurchases or redemption of the Company's outstanding 3.200% Senior Notes due October 1, 2026, to repay outstanding borrowings under the Company's Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, and for general corporate purposes, including the repayment of other debt.

The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the Securities Act), or the securities laws of any other jurisdiction, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. There can be no assurance that the issuance and sale of any debt securities of the Issuer will be consummated.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.