UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2025
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
| DE | 001-32327 | 20-1026454 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 101 East Kennedy Blvd. | ||
| Suite 2500 | ||
| Tampa, Florida | 33602 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | MOS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
| ☐ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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.
| Item 8.01. | Other Events. |
On November 13, 2025, The Mosaic Company (the “Company”) closed its sale of $500,000,000 aggregate principal amount of the Company’s 4.350% senior notes due 2029 (the “2029 Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.600% senior notes due 2030 (the “2030 Notes” and, together with the 2029 Notes, the “Offered Securities”) pursuant to an Underwriting Agreement dated November 10, 2025, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BMO Capital Markets Corp. and Goldman Sachs & Co. 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 $893.5 million, after deducting the underwriting discounts and its estimated offering expenses. The Company intends to use the proceeds from this offering for general corporate purposes, which may include repayment of indebtedness. Pending such uses, the Company may invest the net proceeds in short-term investments, including cash, cash equivalents and/or marketable securities.
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 2029 Notes and the 2030 Notes are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2, 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of November 10, 2025, among The Mosaic Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BMO Capital Markets Corp. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule A thereto | |
| 4.1 | Form of 4.350% senior notes due 2029 | |
| 4.2 | Form of 4.600% senior notes due 2030 | |
| 5.1 | Opinion of Philip E. Bauer, Esq. | |
| 23.1 | Consent of Philip E. Bauer, Esq. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MOSAIC COMPANY | ||||||
| Date: November 13, 2025 | By: | /s/ Philip E. Bauer | ||||
| Name: | Philip E. Bauer | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||