Key Highlights

● Tessenderlo Group NV and CEO Luc Tack disclosed a new 20.0% stake in FMC Corporation totaling 31,109,166 shares in a Schedule 13D.

● Tessenderlo bought 30,319,166 newly issued FMC shares directly from the company on September 23, 2026 at $13.30 per share, a private Placement worth approximately $403.2 million.

● The Investor Agreement grants Tessenderlo the right to nominate Luc Tack to FMC's board and to designate CFO Miguel de Potter as a non-voting board observer, with rights running to September 2029.

● Tessenderlo funded the purchase through EUR 225 million in term loans from three European banks, with maturities of five to seven years, supplemented by existing Credit facilities.

Tessenderlo Group NV and its controlling shareholder, CEO Luc Tack, disclosed in a new Schedule 13D that they have built a 20.0% stake in FMC Corporation (NYSE:FMC), 31,109,166 shares, and secured a board seat, an observer post, and a package of governance rights through an Investor Agreement running to September 2029.

The Transaction

The bulk of the stake came from a single, large purchase: on September 23, 2026, Tessenderlo bought 30,319,166 newly Issued Shares of FMC Corporation directly from the company at $13.30 per share, a private placement worth approximately $403.2 million. Combined with a smaller pre-existing holding of 790,000 shares, acquired using working capital, Tessenderlo's total position reached 31,109,166 shares, representing 20.0% of FMC's outstanding common stock, split evenly between Tessenderlo Group NV and Luc Tack, who is deemed to share beneficial ownership because he controls Oostiep Group nv, Tessenderlo's parent.

How the Deal Was Funded

According to the filing, Tessenderlo funded the large purchase through term Loan agreements with three European banks, totaling EUR 225 million, with maturities of five to seven years, supplemented by the company's existing credit facilities.

Governance Rights Secured

The Investor Agreement filed alongside the 13D gives Tessenderlo the right to nominate one director to FMC's board, a seat Luc Tack himself will fill, plus the right to designate a non-voting board observer, a role the filing says will go to Miguel de Potter, Tessenderlo's CFO. Tessenderlo also secured pre-emptive rights to participate in future FMC share issuances once its ownership exceeds 10%, along with top-up rights to purchase additional shares to maintain its ownership interest, capped at a maximum ownership level of 20%.

Standstill and Transfer Restrictions

In exchange for these rights, Tessenderlo agreed to significant limits on its own conduct. The filing describes transfer restrictions on its FMC shares running through September 23, 2029, alongside a standstill provision limiting Tessenderlo's ability to pursue further Acquisition attempts without FMC board consent. Tessenderlo also agreed to a voting commitment requiring it to support the company's own board nominees, an obligation that lasts until Tessenderlo's ownership falls below 10% or twelve months pass after its director leaves the board, whichever framework applies under the agreement.

Registration Rights and Other Terms

A separate Registration Rights Agreement gives Tessenderlo up to eight future demands to register its FMC shares for public resale once any lock-up period ends, allowing it an eventual path to Liquidity despite the multi-year transfer restrictions. The Investor Agreement also contains a mechanism under which, if FMC's own share repurchases push Tessenderlo's ownership percentage above 20% without any additional buying on its part, the company can require Tessenderlo to transfer shares back proportionally to stay within the 20% ceiling.

Company Background

FMC Corporation, a Philadelphia-based agricultural sciences company listed on the NYSE, develops crop protection technologies including insecticides, herbicides and fungicides. Tessenderlo Group, a Belgian industrial company with interests spanning agriculture, valorization of bio-based materials, and industrial solutions, is now FMC's largest disclosed outside Shareholder as a result of this transaction.

Dates That Will Shape the Relationship

Key dates flagged in the filing include September 23, 2029, when the transfer restrictions and standstill period tied to the Investor Agreement expire, and any future FMC shareholder meeting where Luc Tack would stand alongside the company's other board nominees. Investors should also watch whether Tessenderlo exercises its top-up rights to approach the 20% ownership ceiling further, or whether FMC's own repurchase activity triggers the proportional share-transfer mechanism described in the agreement.

The size of the transaction, roughly $403 million funded substantially through new European bank debt, signals a long-term strategic commitment rather than a passive financial investment, reinforced by the multi-year standstill and transfer restrictions both sides agreed to as part of the arrangement. The filing does not disclose whether the two companies have announced or contemplate any operational or commercial collaboration beyond the board and observer seats and the capital arrangement itself.