Current Report · Items 2.03, 8.01, 9.01 · 8-K

MOSAIC CO

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 8.01 below is incorporated by reference into this Item 2.03.

Filed Aug 17, 2026Accepted Aug 17, 2026, 4:18 PM EDTCIK 1285785Accession 0001193125-26-354095

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Company context

The Mosaic Company (NYSE: MOS) helps the world grow the food it needs. Headquartered in Tampa, Florida, Mosaic is a leading producer and marketer of potash and phosphate fertilizer which are essential inputs for the world’s farmers. Through the Mosaic Biosciences platform, the company is advancing the next generation of biological solutions designed to improve nutrient use efficiency, strengthen crop performance, and support more sustainable agricultural systems. As a Fortune 500 company with 13,000 employees serving customers in more than 40 countries, Mosaic is helping build resilient and productive food systems for the future.

Current securities

MOSNYSE · EQUITY · Current

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Disclosure sections

Items 2.03, 8.01, 9.01

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Item 2.03Item 2.03 - Creation of Direct Financial Obligation

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. On August 17, 2026, The Mosaic Company (the “Company”) closed its sale of $1,000,000,000 aggregate principal amount of the Company’s 5.350% senior notes due 2031 (the “2031 Notes”), $500,000,000 aggregate principal amount of the Company’s 5.650% senior notes due 2034 (the “2034 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.900% senior notes due 2036 (the “2036 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Offered Securities”) pursuant to an Underwriting Agreement dated August 10, 2026, among the Company and Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). The Offered Securities were issued pursuant to an Indenture dated as of October 24, 2011 between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Indenture”). The Company expects to receive net proceeds from this offering of approximately $1,983.3 million, after deducting the underwriting discounts and its estimated offering expenses. The Company intends to use the proceeds from this offering (1) to fund the purchase price for the previously announced tender offers commenced by the Company on August 10, 2026 to purchase up to $1,400,000,000 aggregate purchase price of the outstanding (i) $700,000,000 aggregate principal amount of the Company’s 4.050% Senior Notes due 2027 (the “2027 Notes”), (ii) $147,100,000 aggregate principal amount of 7.300% Debentures due 2028 issued by Mosaic Global Holdings, Inc., a wholly owned subsidiary of the Company (the “2028 Debentures”), (iii) $400,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2028 (the “2028 Notes”) and (iv) $500,000,000 aggregate principal amount of the Company’s 4.350% Senior Notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, 2028 Notes and 2028 Debentures, the “Existing Notes”) (each, a “Tender Offer” and, collectively, the “Tender Offers”) validly tendered and accepted for purchase in the Tender Offers, including the payment of accrued and unpaid interest thereon to but excluding the settlement date for the Tender Offers, fees and expenses related thereto, and (2) for general corporate purposes, which may include the repayment, repurchase or refinancing of outstanding indebtedness from time to time. Pending such uses, the Company may invest the net proceeds in short-term investments, including cash, cash equivalents and/or marketable securities. The Tender Offers are being made only upon the terms and conditions set forth in an Offer to Purchase dated August 10, 2026. This Current Report on Form 8-K is not an offer to purchase or a solicitation of an offer to sell the Offered Securities or the Existing Notes. The Offered Securities sold pursuant to the Underwriting Agreement were registered under the Company’s Registration Statement on Form S-3 filed on November 7, 2025 (File No. 333-291349). The foregoing descriptions of the Underwriting Agreement, the 2031 Notes, the 2034 Notes and the 2036 Notes are qualified in their entirety by reference to Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, attached to this Current Report on Form 8-K and incorporated herein by reference. The Indenture is set forth as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 24, 2011, and is incorporated herein by reference.

Filed exhibits (3)

EX-4.1 (by filename) d168739dex41.htm

EX-4.1 3 d168739dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein. Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. THE MOSAIC COMPANY 5.350% Senior Notes due 2031 No. R-001 Principal Amount: $[●] CUSIP No. 61945C AL7 …

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EX-4.2 (by filename) d168739dex42.htm

EX-4.2 4 d168739dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein. Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. THE MOSAIC COMPANY 5.650% Senior Notes due 2034 No. R-001 Principal Amount: $[●] CUSIP No. 61945C AM5 …

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EX-4.3 (by filename) d168739dex43.htm

EX-4.3 5 d168739dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein. Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. THE MOSAIC COMPANY 5.900% Senior Notes due 2036 No. R-001 Principal Amount: $[●] CUSIP No. 61945C AN3 …

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