Mosaic Announces Final Results of Offers to Purchase for Cash Certain of its Outstanding Debt Securities

Rhea-AI Summary

Mosaic (NYSE:MOS) announced final results of its cash tender offers for four Series of Notes, which expired at 5:00 p.m. New York City time on August 14, 2026. The offers covered its 4.050% Senior Notes due 2027, 7.30% Debentures due 2028, 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029.

According to Mosaic, it will purchase $395.1 million of 2027 Notes, $38.9 million of 2028 Debentures, $275.9 million of 2028 Notes and $161.1 million of 2029 Notes. Total consideration per $1,000 principal is $996.82, $1,037.99, $1,017.38 and $993.31, respectively, plus accrued interest, payable on the August 18, 2026 settlement date.

All tendered 2027 Notes, 2028 Debentures and 2028 Notes will be accepted in full. For the 2029 Notes, Mosaic increased the series cap by 2% of the outstanding principal and will accept tenders at a proration factor of approximately 37.78%.

Positive

• All 2027, 2028 Debentures and 2028 Notes tenders accepted, reducing these series by $395.1m, $38.9m and $275.9m
• 2029 Notes series cap increased by 2% of outstanding principal to buy more than initially targeted
• Defined cash outlay per $1,000 principal with consideration of $996.82–$1,037.99 plus accrued interest on August 18, 2026

Negative

• 2029 Notes only partially repurchased, with $161.1m accepted from $427.0m tendered at ~37.78% proration
• Significant cash requirement implied by purchasing several hundred million dollars of Notes, though Mosaic does not disclose funding sources in this release

Market Context

The prior tender-offer launch was followed by a 1.78% 24-hour move, providing a directly comparable ...

Analysis

The prior tender-offer launch was followed by a 1.78% 24-hour move, providing a directly comparable platform reference. The effective S-3ASR shelf and low short positioning add financing and positioning context to the final results.

Key Figures

2027 Notes Accepted: $395,103,000 2028 Debentures Accepted: $38,931,000 2028 Notes Accepted: $275,878,000 +5 more

8 metrics

2027 Notes Accepted $395,103,000 4.050% Senior Notes due 2027

2028 Debentures Accepted $38,931,000 7.30% Debentures due 2028

2028 Notes Accepted $275,878,000 5.375% Senior Notes due 2028

2029 Notes Accepted $161,074,000 4.350% Senior Notes due 2029

Total Consideration $996.82 / $1,037.99 / $1,017.38 / $993.31 per $1,000 2027 Notes, 2028 Debentures, 2028 Notes and 2029 Notes, respectively

2029 Acceptance Increase 2% Increase in aggregate amount of 2029 Notes sought

2029 Proration Factor approximately 37.78% Tendered 2029 Notes accepted for purchase

Settlement Date August 18, 2026 Settlement for Notes accepted for purchase

Historical Context

5 past events · Latest: Aug 10 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 10	Debt tender launch	Neutral	+1.8%	Mosaic launched cash offers to repurchase four series of outstanding debt securities.
Aug 04	Q2 earnings release	Neutral	+3.1%	Mosaic announced second-quarter results and scheduled a conference call to discuss them.
Jul 15	Earnings date notice	Neutral	-2.2%	Mosaic announced the date and conference call timing for second-quarter earnings.
Jun 15	Executive appointment	Neutral	-3.7%	Intrepid Potash appointed a former Mosaic executive as chief financial officer.
May 11	Q1 earnings release	Neutral	-1.8%	Mosaic announced first-quarter results and provided conference call access details.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent reactions were mixed: the tender-offer launch preceded a 1.78% gain, while earnings-related releases produced both positive and negative moves.

Key Terms

cash tender offers, proration factor, accrued coupon payment, cusip/isin

4 terms

cash tender offers financial

"announced the expiration and final results of its previously announced cash tender offers"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

proration factor financial

"accept the tendered 2029 Notes at a proration factor of approximately 37.78%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

accrued coupon payment financial

"Holders whose Notes have been accepted for purchase will also receive an Accrued Coupon Payment"

An accrued coupon payment is the interest earned on a bond that has accumulated since the last payment date but has not yet been paid to the investor. Think of it like interest building up in a savings account that will be paid out later; it reflects the amount the investor is owed for holding the bond during that period. This figure matters because it helps accurately determine the bond’s current value and the investor’s true earnings.

cusip/isin technical

"CUSIP/ISIN Number"

Unique alphanumeric codes assigned to individual securities so they can be identified without confusion across markets and systems: CUSIP is used mainly in the U.S. and Canada, while ISIN is the international standard that wraps a country code around a national identifier. Think of them as a passport or social-security number for a stock or bond — they matter to investors because they ensure orders, settlement, research and portfolio records point to the exact same instrument and reduce costly mismatches or errors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TAMPA, Fla., Aug. 17, 2026 /PRNewswire/ -- The Mosaic Company (NYSE: MOS) ("Mosaic") today announced the expiration and final results of  its previously announced cash tender offers (collectively, the "Offers") to purchase the outstanding 4.050% Senior Notes due 2027 (the "2027 Notes"), 7.30% Debentures due 2028 (the "2028 Debentures"), 5.375% Senior Notes due 2028 (the "2028 Notes") and 4.350% Senior Notes due 2029 (the "2029 Notes") and together with the 2027 Notes, 2028 Debentures and 2028 Notes, the "Notes," and each a "Series of Notes"), in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 2026 (the "Offer to Purchase") and any related documents (collectively with the Offer to Purchase, the "Tender Offer Documents"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Offers expired at 5:00 p.m., New York City time, on August 14, 2026 (such time and date, the "Expiration Date"). Withdrawal rights for the Offers expired at the Expiration Date, and accordingly, Notes validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

At the Expiration Date, according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Offers (the "Tender and Information Agent"), the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn pursuant to the Offers and the aggregate principal amount of each series of Notes accepted for purchase, are set forth in the table below.

Series of Notes		Issuer		CUSIP/ISIN Number(1)		Aggregate Principal Amount Outstanding Prior to Tender Offer		Series Cap		Acceptance Priority Level		Total Consideration(2)		Aggregate Principal Amount Tendered		Aggregate Principal Amount Accepted
4.050% Senior Notes due 2027		The Mosaic Company		61945CAG8 / US61945CAG87		$700,000,000		N/A		1		$996.82		$395,103,000		$395,103,000
7.30% Debentures due 2028		Mosaic Global Holdings, Inc.		449669AK6 / US449669AK64		$147,100,000		N/A		2		$1,037.99		$38,931,000		$38,931,000
5.375% Senior Notes due 2028		The Mosaic Company		61945CAH6 / US61945CAH60		$400,000,000		N/A		3		$1,017.38		$275,878,000		$275,878,000
4.350% Senior Notes due 2029		The Mosaic Company		61945CAJ2 / US61945CAJ27		$500,000,000		$160,000,000(3)		4		$993.31		$426,996,000		$161,074,000

(1)	No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2)	Represents the total consideration for each Series of Notes (the "Total Consideration") payable per each $1,000 principal amount of such Series of Notes validly tendered and accepted for purchase in the Offers.  The Total Consideration for each Series for Notes was determined at 2:00 p.m., New York City time, on August 14, 2026, in the manner described in the Tender Offer Documents.
(3)	Reflects a 2% increase in the aggregate amount of 2029 Notes sought in the Offer for such 2029 Notes.

All conditions to the Offers were satisfied or waived on or prior to the Expiration Date. On the "Settlement Date" of August 18, 2026, Holders whose Notes have been accepted for purchase will also receive an Accrued Coupon Payment. The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.

Based upon information received from the Tender and Information Agent, Mosaic will accept all tendered 2027 Notes, 2028 Debentures and 2028 Notes in full. Mosaic has exercised its right to increase the amount of 2029 Notes accepted for purchase by 2% of the outstanding aggregate principal amount of such Series of Notes and as a result, will accept for purchase the tendered 2029 Notes at a proration factor of approximately 37.78%.

Citigroup Global Markets Inc., BMO Capital Markets Corp. and U.S. Bancorp Investments, Inc. served as dealer managers (the "Dealer Managers") for the Offers. Global Bondholder Services Corporation served as the Tender and Information Agent for the Offers. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect), BMO Capital Markets Corp. at +1 (833) 418-0762 (toll-free) or +1 (212) 702-1840 (collect), or U.S. Bancorp Investments, Inc. at +1 (800) 479-3441 (toll-free), +1 (917) 558-2756 (collect) or by email at liabilitymanagement@usbank.com. Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) and (855) 654-2015 (for all others toll-free) or to the Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase are available at: https://www.gbsc-usa.com/mosaic/. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers were made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase.

Forward-Looking Statements

This release includes forward-looking statements. Forward-looking statements are based on the views and assumptions of management as of the date of this release. They are subject to known and unknown risks and uncertainties. These risks include, but are not limited to: market conditions, regulatory and environmental requirements, operational risks, commodity price volatility, labor matters, completion and timing of potential transactions, accounting determinations and other risks and uncertainties described in Mosaic's reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements. Mosaic assumes no obligation to update any forward-looking statements.

About The Mosaic Company

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.

 

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SOURCE The Mosaic Company

FAQ

What did Mosaic (NYSE:MOS) announce about its debt tender offers on August 17, 2026?

Mosaic announced final results of cash tender offers for four Series of Notes, including maturities in 2027, 2028 and 2029. According to Mosaic, the offers expired August 14, 2026, and accepted Notes will settle on August 18, 2026, with accrued interest.

How much of each Mosaic (MOS) bond series was accepted in the August 2026 tender offer?

Mosaic will accept $395.1 million of 2027 Notes, $38.9 million of 2028 Debentures, $275.9 million of 2028 Notes and $161.1 million of 2029 Notes. According to Mosaic, all tenders in the first three series are accepted in full, with proration on 2029 Notes.

What prices is Mosaic paying per $1,000 of Notes in the August 2026 tender offers?

Mosaic will pay total consideration of $996.82 for 2027 Notes, $1,037.99 for 2028 Debentures, $1,017.38 for 2028 Notes and $993.31 for 2029 Notes. According to Mosaic, holders also receive an accrued coupon payment on the August 18, 2026 settlement date.

How were Mosaic’s 4.350% Senior Notes due 2029 treated in the August 2026 tender offer?

Mosaic applied a series cap of $160 million to the 2029 Notes, later increasing the amount sought by 2% of outstanding principal. According to Mosaic, $161.1 million will be purchased at a proration factor of approximately 37.78% of tendered principal.

When do Mosaic (MOS) bondholders get paid for Notes tendered in the August 2026 offers?

Holders whose Notes are accepted will be paid on the settlement date of August 18, 2026. According to Mosaic, investors receive the stated total consideration per $1,000 principal plus an accrued coupon payment up to, but excluding, the settlement date.

Were all conditions satisfied for Mosaic’s August 2026 debt tender offers (MOS)?

Yes. Mosaic reports that all conditions to the tender offers were satisfied or waived on or before the August 14, 2026 expiration date. According to Mosaic, validly tendered Notes accepted for purchase can no longer be withdrawn, except where additional withdrawal rights are required by law.

Which banks managed Mosaic’s August 2026 cash tender offers for Notes?

Citigroup Global Markets, BMO Capital Markets and U.S. Bancorp Investments served as dealer managers for Mosaic’s tender offers. According to Mosaic, Global Bondholder Services Corporation acted as tender and information agent, providing tender data and handling holder inquiries and document requests.