Mosaic Announces Pricing Terms of Offers to Purchase for Cash Certain of its Outstanding Debt Securities

Rhea-AI Summary

Mosaic (NYSE: MOS) released detailed pricing terms for its previously announced cash tender offers to purchase up to $1.4 billion aggregate purchase price (excluding accrued interest) of four Series of outstanding Notes: 4.050% 2027 Notes, 7.30% 2028 Debentures, 5.375% 2028 Notes and 4.350% 2029 Notes.

The 2029 Notes have a $150 million Series Cap and lowest acceptance priority, and may be subject to proration. Total Consideration per $1,000 principal amount ranges from $993.31 to $1,037.99, based on fixed spreads over specified U.S. Treasury Reference Securities and Reference Yields set at 2:00 p.m., New York City time, on August 14, 2026, the Price Determination Date.

The Offers expire at 5:00 p.m., New York City time, on August 14, 2026, with a Withdrawal Deadline at the same time and an expected Settlement Date of August 18, 2026. Holders whose Notes are accepted will also receive accrued interest to, but excluding, the Settlement Date.

Positive

• Tender Cap up to $1.4 billion aggregate purchase price for Notes
• Series Cap of $150 million limits purchases of 2029 Notes
• Total Consideration per $1,000 ranges from $993.31 to $1,037.99, plus accrued interest

Negative

• 2029 Notes subject to $150 million Series Cap and potential proration
• Proration procedures may result in only partial acceptance of valid tenders
• Withdrawal rights end at 5:00 p.m. on August 14, 2026, after which tenders are generally irrevocable

News Explained

The conditional $1.4 billion maximum cash tender exceeds Mosaic’s $294 million cash balance reported June 30, 2026.

Mosaic has priced its cash offers for outstanding notes, but the transaction remains an offer rather than a completed repurchase: acceptance is still subject to stated conditions, and the company may delay, alter or terminate the offers.

The potential cash purchase is capped at $1.4 billion, compared with $294 million of cash and equivalents reported for June 30, 2026; the disclosure therefore establishes a possible large cash deployment relative to that reported balance, not a completed outflow.

Market Context

The active S-3ASR shelf, effective through November 7, 2028, provides a documented framework for deb...

Analysis

The active S-3ASR shelf, effective through November 7, 2028, provides a documented framework for debt securities offerings. This tender repricing clarified terms, while Mosaic’s senior unsecured debt structure remained exposed to subordination risks.

Key Figures

Tender Cap: $1,400,000,000 2029 Series Cap: $150,000,000 2027 Notes Consideration: $996.82 per $1,000 +5 more

8 metrics

Tender Cap $1,400,000,000 Aggregate purchase price excluding accrued coupon payment

2029 Series Cap $150,000,000 Maximum aggregate consideration for 2029 Notes

2027 Notes Consideration $996.82 per $1,000 4.050% Senior Notes due 2027

2028 Debentures Consideration $1,037.99 per $1,000 7.30% Debentures due 2028

2028 Notes Consideration $1,017.38 per $1,000 5.375% Senior Notes due 2028

2029 Notes Consideration $993.31 per $1,000 4.350% Senior Notes due 2029

Expiration Date 5:00 p.m. on August 14, 2026 Tender offer expiration unless extended or earlier terminated

Settlement Date August 18, 2026 Expected second business day after the Expiration Date

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%	Launched cash tender offers subject to financing, tender caps, proration and acceptance priorities
Aug 04	Q2 earnings results	Negative	+3.1%	Reported second-quarter results and scheduled a conference call for the following day
Jul 15	Q2 earnings scheduling	Neutral	-2.2%	Announced the second-quarter earnings release date and investor conference call schedule
Jun 15	CFO appointment	Positive	-3.7%	Intrepid Potash appointed a former Mosaic executive as chief financial officer
May 11	Q1 earnings release	Neutral	-1.8%	Announced first-quarter earnings materials and investor conference call availability

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

Pattern Detected

Historical reactions were mixed, with the prior debt-tender announcement followed by a 1.78% gain and recent earnings-related events producing both gains and declines.

Key Terms

tender cap, proration, reference yield, accrued coupon payment

4 terms

tender cap financial

"up to an aggregate purchase price ... of $1,400,000,000 (the "Tender Cap")"

A tender cap is the maximum number of shares or maximum total value a buyer will accept in a tender offer, essentially a limit on how much stock the bidder is willing to buy. It matters to investors because if more shares are tendered than the cap allows, the buyer will scale back purchases proportionally, like selling a fixed number of tickets when demand is higher than supply, which affects how many shares each holder can sell and the likely outcome of the offer.

proration financial

"The 2029 Notes may be subject to proration"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

reference yield financial

"The "Total Consideration" ... is based on the applicable Fixed Spread ... plus the Reference Yield"

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

accrued coupon payment financial

"the payment thereof, the "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.

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

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TAMPA, Fla., Aug. 14, 2026 /PRNewswire/ -- The Mosaic Company (NYSE: MOS) ("Mosaic") today announced the Reference Yield and Total Consideration (as set forth in the table below) to be paid in connection with its previously announced cash tender offers (collectively, the "Offers") to purchase the outstanding notes described below, 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").

The Notes offered to be purchased in the Offers, in the order of acceptance priority, are the 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") for the consideration described below, up to an aggregate purchase price, excluding the Accrued Coupon Payment (as defined below), of $1,400,000,000 (the "Tender Cap") subject to proration and the application of the Acceptance Priority Levels set forth in the table below and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, a $150,000,000 cap on the aggregate consideration to be paid to purchase the 2029 Notes pursuant to the Offers (the "Series Cap") and the Acceptance Priority Procedures set forth in the Offer to Purchase. The 2029 Notes may be subject to proration both due to the Acceptance Priority Procedures and the Series Cap such that Mosaic will only accept for purchase the 2029 Notes for aggregate consideration up to the Series Cap. Subject to applicable law, Mosaic may, but is under no obligation to, eliminate, increase or decrease the Tender Cap and/or the Series Cap at any time prior to the "Expiration Date" of 5:00 p.m., New York City time, on August 14, 2026 (unless extended or earlier terminated by Mosaic with respect to any Offer). In the event proration is required with respect to a Series of Notes, Mosaic will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of the Minimum Denomination, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Notes is less than $1,000, Mosaic may either accept or reject all such tendering Holders' validly tendered Notes in its sole discretion. Additionally, Mosaic may increase the amount of Notes accepted for payment in the Offers by no more than 2% of the outstanding Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth below, without amending or extending the Offer. The Offer to Purchase and any related documents are referred to herein collectively as 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.

Certain information regarding the Notes and the pricing for the Offers is set forth in the table below.

Series of Notes	Issuer	CUSIP/ISIN Number(1)	Aggregate Principal Amount Outstanding	Series Cap	Acceptance Priority Level	Reference Security	Reference Yield(2)	Bloomberg Reference Page	Fixed Spread (Basis Points)	Total Consideration(3)
4.050% Senior Notes due 2027	The Mosaic Company	61945CAG8 / US61945CAG87	$700,000,000	N/A	1	4.125% UST due 11/15/2027	4.111 %	FIT 4	+20	$996.82
7.30% Debentures due 2028	Mosaic Global Holdings, Inc.	449669AK6 / US449669AK64	$147,100,000	N/A	2	4.250% UST due 01/15/2028	4.132 %	FIT 4	+35	$1,037.99
5.375% Senior Notes due 2028	The Mosaic Company	61945CAH6 / US61945CAH60	$400,000,000	N/A	3	4.250% UST due 07/31/2028	4.169 %	FIT 1	+35	$1,017.38
4.350% Senior Notes due 2029	The Mosaic Company	61945CAJ2 / US61945CAJ27	$500,000,000	$150,000,000	4	4.125% UST due 07/15/2029	4.245 %	FIT 1	+40	$993.31

(1)	No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2)	Each Reference Yield was determined at 2:00 p.m., New York time, on August 14, 2026.
(3)	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 of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase is based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the bid-side price of the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 2:00 p.m., New York City time, today August 14, 2026 (the "Price Determination Date"). In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase pursuant to an Offer will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date (the "Accrued Interest," and the payment thereof, the "Accrued Coupon Payment"). 

Tenders of Notes of a Series may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, today, August 14, 2026 (the "Withdrawal Deadline"), but, except as provided in the Offer to Purchase or required by applicable law, may not be validly withdrawn thereafter. The "Settlement Date" will be the second business day after the Expiration Date and is expected to be August 18, 2026.

The complete terms and conditions of the Offers are set forth in the Tender Offer Documents. Holders are urged to read the Tender Offer Documents carefully. If any condition to the Offers is not satisfied or waived, Mosaic is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Offers.

Mosaic has retained Citigroup Global Markets Inc., BMO Capital Markets Corp. and U.S. Bancorp Investments, Inc. to act as dealer managers (the "Dealer Managers") for the Offers. Global Bondholder Services Corporation will act 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.

Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

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 are 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. None of Mosaic, the Dealer Managers or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Offers. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

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 is Mosaic (NYSE: MOS) offering in its August 2026 debt tender offers?

Mosaic is offering to purchase for cash certain outstanding Notes up to a $1.4 billion Tender Cap. According to Mosaic, the Offers cover four Series of Notes maturing between 2027 and 2029, with specified acceptance priorities and pricing terms.

How much debt can Mosaic (MOS) repurchase under the August 2026 tender offers?

Mosaic may purchase Notes for an aggregate consideration up to a $1,400,000,000 Tender Cap, excluding accrued interest. According to Mosaic, the 4.350% 2029 Notes are further limited by a $150,000,000 Series Cap, and all Series are subject to proration and acceptance priority levels.

What are the Total Consideration prices per $1,000 for Mosaic’s MOS Notes tender offer?

Total Consideration per $1,000 principal amount ranges from $993.31 to $1,037.99, depending on the Series. According to Mosaic, these amounts are based on fixed spreads over designated U.S. Treasury Reference Securities and Reference Yields set on August 14, 2026.

When do Mosaic’s August 2026 MOS debt tender offers expire and settle?

The Offers expire at 5:00 p.m., New York City time, on August 14, 2026. According to Mosaic, the expected Settlement Date is the second business day after the Expiration Date, anticipated to be August 18, 2026, when accepted Notes will be paid for.

Can investors withdraw tenders in Mosaic’s (MOS) August 2026 Notes offer?

Yes. Tenders of Notes may be validly withdrawn any time up to 5:00 p.m., New York City time, on August 14, 2026. According to Mosaic, after this Withdrawal Deadline, tenders generally may not be withdrawn, except as required by law or described in the Offer to Purchase.

How is the Total Consideration calculated in Mosaic’s MOS tender offers for Notes?

Total Consideration is based on the Reference Yield of a specified U.S. Treasury plus a fixed spread for each Series. According to Mosaic, Reference Yields were determined at 2:00 p.m., New York City time, on August 14, 2026, the Price Determination Date.

What happens if Mosaic receives too many tenders for a Series in the MOS offers?

If tenders exceed caps, Mosaic will apply proration, multiplying each valid tender by a proration rate and rounding down to the minimum denomination. According to Mosaic, excess principal not accepted will be promptly returned to Holders, subject to specific small-balance handling rules.