On June 5, 2026, FMC Corporation (the Company") completed its previously announced private offering (the Offering") of $1.2 billion aggregate principal amount of its 8.000% Senior Secured Notes due 2031 (the Notes"). The Notes were sold under a purchase agreement, dated as of May 21, 2026, entered into by and among the Company, the Subsidiary Guarantors party thereto and Citigroup Global Markets Inc., as representative of the several initial purchasers, for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes were issued at a price equal to 100% of their principal amount.

The Company estimates that the net proceeds from the Offering will be approximately $1.185 billion, after deducting the initial purchasers' discounts and commissions and the estimated offering expenses. 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. Indenture and Notes: The Notes were issued pursuant to, and are governed by, an indenture (the Indenture"), dated as of June 5, 2026, between the Company, the Subsidiary Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the Trustee") and notes collateral agent (the Notes Collateral Agent").

The Notes are senior secured obligations of the Company and bear interest at a rate of 8.000% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on June 1, 2031, unless earlier redeemed or repurchased in accordance with their terms. The Notes 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 Notes and related note guarantees will be 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 (collectively, the Collateral").

Redemption: At any time prior to June 1, 2028, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus the applicable make-whole" premium set forth in the Indenture. Prior to June 1, 2028, the Company may also redeem up to 40% of the aggregate principal amount of the Notes (which includes additional Notes, if any) in an amount not to exceed the amount of the proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest. At any time after June 1, 2028, the Company may redeem some or all of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest.

Repurchase: Upon the occurrence of a change of control as set forth in the Indenture, the Company will be required to offer to repurchase all of the then outstanding Notes at a price equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but excluding, the purchase date. Subject to certain conditions and exceptions, the Company will be required to use the proceeds of any asset sale or casualty event (each as set forth in the Indenture) to offer to repurchase all of the then outstanding Notes on a pro rata basis at a price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest. Certain Covenants: The Indenture limits the ability of the Company and the restricted subsidiaries to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) issue certain preferred stock or similar equity securities; (v) make loans or investments; (vi) sell assets; (vii) incur liens; and (viii) consolidate, merge or sell all or substantially all of their respective assets.

These covenants are subject to a number of important qualifications and exceptions as set forth in the Indenture.