MOSAIC CO SEC Filings

MOSAIC CO (MOS) executive Walter F. Precourt III, SVP – Chief Admin Officer, reported an open-market sale of 23,000 shares of Common Stock on 2026-08-19 at a weighted average price of $22.12, with individual trade prices from $22.11 to $22.13. Following the sale, he directly holds 116,198 Common shares, plus Restricted Stock Units convertible on a one-for-one basis into 24,606, 20,487, and 27,730 shares of Common Stock at a $0.00 exercise price. The filing’s Rule 10b5-1 checkbox indicates the transaction was not made pursuant to a Rule 10b5-1 trading plan.

MOSAIC CO (MOS) has a planned insider sale reported under Rule 144 by Walter F. Precourt III. The notice covers the proposed sale of 23,000 shares of common stock of Mosaic through Fidelity Brokerage Services LLC on or about August 19, 2026. These shares originated from restricted stock vesting on March 3, 2023 as compensation. The filing lists an aggregate market value of $508,595.63 for the shares covered by this notice.

The Mosaic Company reported the closing of an offering of $2,000,000,000 in senior notes, consisting of $1,000,000,000 of 5.350% senior notes due 2031, $500,000,000 of 5.650% senior notes due 2034, and $500,000,000 of 5.900% senior notes due 2036. The notes were issued under an existing Indenture with U.S. Bank Trust Company, National Association, and sold pursuant to an Underwriting Agreement with a syndicate led by Citigroup, BofA Securities, J.P. Morgan, and Wells Fargo Securities.

Mosaic expects to receive approximately $1,983.3 million in net proceeds after underwriting discounts and expenses. The company intends to use these funds primarily to finance previously announced tender offers for up to $1,400,000,000 aggregate purchase price of existing notes, including various series maturing between 2027 and 2029, and for general corporate purposes, which may include repayment, repurchase or refinancing of other indebtedness and short-term investments pending deployment.

The Mosaic Company reported final results of its cash tender offers for four series of outstanding debt securities. The offers for 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 expired at 5:00 p.m., New York City time, on August 14, 2026. All conditions were satisfied or waived.

Mosaic accepted for purchase $395,103,000 of the 2027 Notes, $38,931,000 of the 2028 Debentures, and $275,878,000 of the 2028 Notes, each in full as tendered. For the 2029 Notes, which had a series cap of $160,000,000, Mosaic increased the accepted amount by 2% of the outstanding aggregate principal amount and will purchase $161,074,000 of 2029 Notes at a proration factor of approximately 37.78%.

Holders whose notes are accepted will also receive an Accrued Coupon Payment on the settlement date of August 18, 2026. Notes tendered but not accepted will be returned to holders. Dealer managers and a tender and information agent assisted in administering the offers.

The Mosaic Company has set pricing terms for previously announced cash tender offers to repurchase certain outstanding debt securities. The offers cover four Series of Notes with an aggregate purchase price cap, excluding accrued interest, of $1,400,000,000 (the Tender Cap), subject to acceptance priority and potential proration.

The notes targeted 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, with a separate $150,000,000 Series Cap for the 2029 Notes. Total consideration per $1,000 principal amount is $996.82, $1,037.99, $1,017.38, and $993.31, respectively, plus accrued interest to, but excluding, the expected Settlement Date of August 18, 2026. The offers expire and the withdrawal deadline is 5:00 p.m., New York City time, on August 14, 2026, and Mosaic may adjust the Tender Cap or Series Cap, subject to stated conditions.

The Mosaic Company is issuing $2.0 billion of senior unsecured notes in three tranches: $1.0 billion 5.350% notes due 2031, $500 million 5.650% notes due 2034, and $500 million 5.900% notes due 2036, each paying interest semiannually.

Mosaic expects net proceeds of $1,983.3 million, intended primarily to fund cash tender offers for up to $1.4 billion of existing notes and debentures, plus accrued interest, fees and expenses, with any remainder available for general corporate purposes, including other debt repayment.

The notes are senior unsecured obligations, ranking equally with Mosaic’s other unsecured senior debt and effectively subordinated to secured debt and all liabilities of subsidiaries. Investors face risks including subordination to secured and subsidiary debt, lack of a trading market, and potential change-of-control repurchase funding constraints.

AQR Capital Management, LLC and its parent AQR Capital Management Holdings, LLC report beneficial ownership of Mosaic common stock. The filing states beneficial ownership of 18,292,494 shares of Mosaic common stock, representing 5.76% of the class.

The AQR entities report shared voting power over 17,975,198 shares and shared dispositive power over 18,292,494 shares, with no sole voting or dispositive power. AQR Capital Management, LLC is described as a wholly owned subsidiary of AQR Capital Management Holdings, LLC.

The Mosaic Company commenced cash tender offers to purchase several outstanding debt securities, subject to an aggregate purchase price cap (the Tender Cap) of $1,400,000,000, excluding accrued interest. The offers cover four series: 4.050% Senior Notes due 2027, 7.30% Debentures due 2028, 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029. The 2029 Notes are further limited by a $150,000,000 series cap. Pricing for each series will be based on a fixed spread over the yield of a specified U.S. Treasury reference security, determined on August 14, 2026. The offers are scheduled to expire at 5:00 p.m., New York City time, on August 14, 2026, with settlement expected on August 18, 2026. Completion is subject to a financing condition requiring Mosaic to complete a new registered senior notes offering that generates sufficient net proceeds to fund the tender consideration and related accrued interest.

The Mosaic Company is conducting a registered offering of multiple series of senior unsecured notes under its shelf registration. The notes will pay semiannual interest in U.S. dollars and have staggered maturity dates, with optional redemption provisions, including a make-whole call before an applicable Par Call Date and a par redemption thereafter.

Mosaic intends to use the net proceeds primarily to fund tender offers for outstanding 4.050% Senior Notes due 2027, 7.300% Debentures due 2028, 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029, up to a Tender Cap of $1,400,000,000, plus accrued interest and related costs, and otherwise for general corporate purposes including potential debt repayment. The notes will be senior unsecured obligations ranking equally with Mosaic’s other senior unsecured debt but effectively subordinated to secured indebtedness and all liabilities of subsidiaries.

As of June 30, 2026, Mosaic had approximately $5.86 billion of indebtedness (excluding intercompany debt and letters of credit) and its consolidated subsidiaries had approximately $1.45 billion of indebtedness. Cash and cash equivalents were $294.0 million, total short-term debt was $1,088.0 million and total equity was $11,634.9 million. The notes will not be listed on any securities exchange, and there is no established trading market. A Change of Control Triggering Event would require Mosaic to offer to repurchase affected notes at 101% of principal plus accrued interest, subject to liquidity and covenant risks highlighted in the risk factors.