Mosaic Commences Offers to Purchase for Cash Certain of its Outstanding Debt Securities

Rhea-AI Summary

Mosaic (NYSE: MOS) has launched cash tender offers to repurchase four series of outstanding notes: 4.050% Senior Notes due 2027, 7.30% Debentures due 2028, 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029, up to an aggregate purchase price of $1.4 billion excluding accrued interest (the “Tender Cap”). A $150 million Series Cap applies to the 2029 Notes.

According to Mosaic, notes will be accepted by acceptance priority levels, subject to the Tender Cap, Series Cap and possible proration. Total Consideration per $1,000 will be set on the Price Determination Date at 2:00 p.m. New York City time on August 14, 2026, using a reference U.S. Treasury yield plus a fixed spread for each series. The offers expire at 5:00 p.m. New York City time on August 14, 2026, with settlement expected on August 18, 2026.

The offers are subject to conditions, including a Financing Condition that Mosaic complete a registered offering of new senior notes generating sufficient net proceeds to fund Total Consideration and accrued interest. Mosaic has appointed Citigroup Global Markets, BMO Capital Markets and U.S. Bancorp Investments as dealer managers, and Global Bondholder Services as tender and information agent.

Positive

• Tender Cap up to $1.4 billion of existing notes
• Multiple series targeted: $1.7471 billion aggregate principal outstanding
• Series Cap limits 2029 Notes purchases to $150 million, managing allocation
• Clear pricing formula: U.S. Treasury reference yield plus fixed spreads (20–40 bps)
• No minimum aggregate principal condition, allowing flexibility to repurchase even low participation

Negative

• Offers subject to Financing Condition; new notes offering must fund total consideration and interest
• Proration and Tender/Series Caps may limit acceptance of tendered notes
• Mosaic may change Tender Cap or Series Cap, adding uncertainty for noteholders

News Explained

The tender offers cover debt issued by both The Mosaic Company and its subsidiary Mosaic Global Holdings, Inc.: the 7.30% debentures due 2028 are the subsidiary’s obligations, while the other three listed series are issued by The Mosaic Company.

Market Context

Mosaic’s active S-3ASR shelf, effective through November 7, 2028, adds financing context to the debt...

Analysis

Mosaic’s active S-3ASR shelf, effective through November 7, 2028, adds financing context to the debt tender. The platform also recorded low short positioning; the financing condition remained the principal execution risk.

Key Figures

Tender Cap: $1,400,000,000 2029 Notes Series Cap: $150,000,000 2027 Notes Outstanding: $700,000,000 +5 more

8 metrics

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

2029 Notes Series Cap $150,000,000 Maximum aggregate consideration for 4.350% Senior Notes due 2029

2027 Notes Outstanding $700,000,000 4.050% Senior Notes due 2027

2028 Debentures Outstanding $147,100,000 7.30% Debentures due 2028

2028 Notes Outstanding $400,000,000 5.375% Senior Notes due 2028

2029 Notes Outstanding $500,000,000 4.350% Senior Notes due 2029

Offer Expiration August 14, 2026 Scheduled expiration at 5:00 p.m. New York City time

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

Historical Context

5 past events · Latest: Aug 04 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 04	Earnings report	Neutral	+3.1%	Second-quarter results release followed by a 3.08% 24-hour price increase
Jul 15	Earnings scheduling	Neutral	-2.2%	Second-quarter earnings date announcement followed by a 2.21% decline
Jun 15	Leadership change	Neutral	-3.7%	Executive appointment at Intrepid Potash followed by a 3.69% decline
May 11	Earnings report	Neutral	-1.8%	First-quarter results release followed by a 1.8% decline
Apr 29	Sustainability targets	Positive	-0.7%	2030 sustainability targets announcement followed by a 0.69% decline

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

Pattern Detected

Recent listed news events showed mostly negative price reactions, with the August 4 earnings-results item as the positive exception.

Key Terms

tender cap, proration, fixed spread, financing condition

4 terms

tender cap financial

"of $1,400,000,000 (the "Tender Cap") subject to proration"

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.

fixed spread financial

"will be based on the applicable Fixed Spread"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

financing condition financial

"including the Financing Condition"

Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.

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

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TAMPA, Fla., Aug. 10, 2026 /PRNewswire/ -- The Mosaic Company (NYSE: MOS) ("Mosaic") today announced that it has commenced 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; 7.30% Debentures due 2028; 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029 (collectively, the "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 4.350% Senior Notes due 2029 (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. 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, and may also increase or decrease the percentage of the Notes accepted for payment in the Offer (including by more than 2% of the outstanding Notes of the applicable Series) by a press release or other public announcement that is widely disseminated by no later than 9:00 a.m. (New York City time), on the third business day before the scheduled Expiration Date. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. 

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

(1)	No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2)	Subject to the satisfaction or waiver of Mosaic of the conditions of the Offers described in the Offer to Purchase and subject to the Tender Cap and the Series Cap, Mosaic will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level.)

The "Total Consideration" for each Series of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase will be based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 2:00 p.m., New York City time, on August 14, 2026, unless extended by Mosaic with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended by Mosaic with respect to such Offer, the "Price Determination Date"). Unless extended with respect to any Offer, promptly after the Price Determination Date, Mosaic will announce in a press release, among other things, the Total Consideration applicable to each Series of Notes accepted for purchase. 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"). 

The Offers are scheduled to expire on the Expiration Date, which is 5:00 p.m., New York City time, on August 14, 2026, unless extended or earlier terminated by Mosaic with respect to any Offer. 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, on August 14, 2026, 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 Offers are subject to certain conditions as described in the Offer to Purchase, including the Financing Condition, pursuant to which Mosaic shall have completed a proposed registered public offering (the "New Notes Offering") of new series of senior notes on terms and conditions satisfactory to Mosaic that results in its receipt of net proceeds that are sufficient to pay the Total Consideration for all Notes validly tendered (and not validly withdrawn) and accepted for purchase by Mosaic in the Offers, plus the total Accrued Coupon Payments.

In no event will the information contained in this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any New Notes. If any condition is not satisfied, 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. The Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any Series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Offers is conditioned on the consummation of any of the other Offers by Mosaic.

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), +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, including with respect to the New Notes Offering. 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?

Mosaic is offering to purchase for cash four series of outstanding notes, up to a $1.4 billion Tender Cap. According to Mosaic, the offers cover notes maturing between 2027 and 2029, subject to acceptance priority levels, caps and proration procedures.

Which Mosaic notes are included in the 2026 cash tender offers (MOS)?

The offers cover Mosaic’s 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, total principal outstanding across these series is about $1.7471 billion.

What are the key dates for Mosaic’s 2026 note tender offers (MOS)?

The Price Determination Date is August 14, 2026 at 2:00 p.m. New York City time. The offers expire the same day at 5:00 p.m., with settlement expected on August 18, 2026, according to Mosaic.

How will Mosaic determine the cash price for each series in the MOS tender?

Total Consideration per $1,000 principal will equal the applicable U.S. Treasury reference yield plus a fixed spread. According to Mosaic, these spreads range from 20 to 40 basis points and are set on the Price Determination Date.

What is the $150 million Series Cap on Mosaic’s 4.350% 2029 Notes?

Mosaic set a $150 million Series Cap on aggregate consideration for the 4.350% Senior Notes due 2029. According to Mosaic, this means 2029 Notes may be subject to proration so only up to that capped consideration is accepted.

What is the Financing Condition in Mosaic’s August 2026 tender offers?

The Financing Condition requires Mosaic to complete a registered offering of new senior notes generating sufficient net proceeds. According to Mosaic, proceeds must cover Total Consideration for all accepted tenders plus total accrued interest; otherwise Mosaic may not purchase tendered notes.

Can investors withdraw tendered Mosaic notes before the August 14, 2026 deadline?

Yes. According to Mosaic, holders may validly withdraw tenders any time up to 5:00 p.m. New York City time on August 14, 2026. After that, withdrawals are generally not permitted, except as required by law or specified in the Offer to Purchase.