MOSAIC CO

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 23, 2026, Ms. Karen A. Swager informed The Mosaic Company ("Mosaic") of her intention to retire from Mosaic. In connection with her retirement, Ms. Swager will resign as the Executive Vice President - Operations effective December 1, 2026, and will continue as a Senior Advisor to Mosaic until her retirement in the second quarter of 2027. Ms. Swager will continue to receive her current cash compensation and be eligible to participate in benefit plans generally available to management-level employees after her transition to Senior Advisor through her remaining period of employment with Mosaic. On September 23, 2026, Mosaic announced that effective December 1, 2026, its Board of Directors ("Board") appointed Mr. Walter F. Precourt, III to the position of Executive Vice President - Operations. Effective upon Mr. Precourt's first date of employment with Mosaic as the Executive Vice President - Operations, the Compensation and Human Resources Committee ("CHR Committee") of the Board approved (i) a base salary of $710,000; (ii) a target bonus under Mosaic’s Management Incentive Plan ("MIP") for 2027 equal to 85% of his base salary earned in 2027; and (iii) a long-term incentive award under Mosaic's 2023 Stock and Incentive Plan valued at $1,725,000 on the date of grant (based on the closing price of Mosaic's common stock on the New York Stock Exchange on Mr. Precourt's first date of employment with Mosaic as the Executive Vice President - Operations) of which 40% of the value will be granted in the form of restricted stock units and the remaining 60% will be granted in the form of total shareholder return (TSR) performance units. The CHR Committee also approved a one-time Restricted Stock Unit promotional equity award with a grant-date fair value of $300,000 for which Mr. Precourt will be eligible to receive 33% on the first anniversary of the grant date, 33% vesting on the second anniversary, and the remaining 34% vesting on the third anniversary. The CHR Committee also approved the continuation of the executive severance and change in control agreement for Mr. Precourt in the form previously approved by the CHR Committee for executive officers other than Mosaic's Chief Executive Officer. Mr. Precourt, age 62, was named Senior Vice President and Chief Administrative Officer effective November 1, 2023. In this role, Mr. Precourt had responsibility for the company’s Human Resources, Public Affairs, Procurement and Shared Services teams. Mr. Precourt has held several leadership positions since joining Mosaic in 2009, including Senior Vice President - Strategy and Growth, Senior Vice President - Phosphates, Senior Vice President - Potash Operations, and leading the Environment, Health and Safety organization. Prior to joining Mosaic, Mr. Precourt led Holcim (U.S.) safety transformation, later becoming its Vice President of Environment and Government Affairs. Mr. Precourt started his career at The Dow Chemical Company where he served in a variety of roles in Operations, Technology, Capital Project Management, and Environmental, Health and Safety. Mr. Precourt earned his Bachelor of Science in Civil Engineering from Worcester Polytechnic Institute, his Master of Science in Environmental and Water Resources Engineering from Vanderbilt University, and his MBA from the University of North Carolina-Chapel Hill.