Mosaic launches $1.4B cash tender for debt

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.

Rhea-AI Filing Summary

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.

Filing Explained

Acceptance is prioritized by series, and the 2029 offer is capped at $150 million against $500 million outstanding.

The offers remain at the commenced stage: the filing does not disclose a completed debt purchase or cash payment, and any accepted tenders remain subject to the financing condition.

Acceptance priority ranks the 2027 Notes first, the 2028 Debentures second, the other 2028 Notes third and the 2029 Notes fourth. Mosaic may prorate tenders, while each offer is independent and none requires a minimum aggregate tender.

The 2029 Notes have $500 million outstanding but a $150 million series cap; the other listed series have $700 million, $147.1 million and $400 million outstanding, with no series-specific cap disclosed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Tender Cap: $1,400,000,000 Series Cap 2029 Notes: $150,000,000 4.050% Notes 2027 Outstanding: $700,000,000 +5 more

8 metrics

Tender Cap $1,400,000,000 Aggregate purchase price cap for all notes, excluding accrued interest

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

4.050% Notes 2027 Outstanding $700,000,000 Aggregate principal amount outstanding of 4.050% Senior Notes due 2027

7.30% Debentures 2028 Outstanding $147,100,000 Aggregate principal amount outstanding of 7.30% Debentures due 2028

5.375% Notes 2028 Outstanding $400,000,000 Aggregate principal amount outstanding of 5.375% Senior Notes due 2028

4.350% Notes 2029 Outstanding $500,000,000 Aggregate principal amount outstanding of 4.350% Senior Notes due 2029

Expiration Date and Time 5:00 p.m. August 14, 2026 Scheduled expiration of the tender offers, New York City time

Fixed Spreads +20, +35, +35, +40 basis points Spreads over U.S. Treasury reference yields for the four note series

Key Terms

Tender Cap, Series Cap, Acceptance Priority Level, Fixed Spread, +1 more

5 terms

Tender Cap financial

"for the consideration described below, 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.

Series Cap financial

"including, among others, a $150,000,000 cap... pursuant to the Offers (the “Series Cap”)"

Acceptance Priority Level financial

"subject to proration and the application of the Acceptance Priority Levels set forth in the table"

Fixed Spread financial

"Fixed Spread (Basis Points) 4.050% Senior Notes due 2027... +20"

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, pursuant to which Mosaic shall have completed a proposed registered public offering"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt transaction did The Mosaic Company (MOS) announce on August 10, 2026?

The Mosaic Company (MOS) announced cash tender offers to purchase several series of its outstanding notes, up to a $1,400,000,000 Tender Cap, subject to specified acceptance priority, series limits, and conditions described in an Offer to Purchase dated August 10, 2026.

Which MOS securities are included in The Mosaic Company’s 2026 debt tender offers?

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, each with defined acceptance priority levels and, for the 2029 Notes, an additional series-specific cap.

What are the Tender Cap and Series Cap in The Mosaic Company (MOS) offers?

Mosaic set a total Tender Cap of $1,400,000,000 in aggregate purchase price, excluding accrued interest. Within this, the 4.350% Senior Notes due 2029 are subject to a separate Series Cap limiting aggregate consideration for that series to $150,000,000 in the offers.

When do The Mosaic Company (MOS) tender offers for notes expire and settle?

The offers are scheduled to expire at 5:00 p.m. New York City time on August 14, 2026. The related settlement date is expected to be August 18, 2026, the second business day after the expiration date, assuming all conditions are satisfied.

How will consideration be calculated for notes tendered in The Mosaic Company (MOS) offers?

For each series, the Total Consideration per $1,000 principal amount will equal the Reference Yield of a specified U.S. Treasury security plus a fixed spread, such as +20 or +35 basis points, determined at 2:00 p.m. New York City time on August 14, 2026.

What financing condition applies to The Mosaic Company (MOS) 2026 tender offers?

The offers are subject to a Financing Condition requiring Mosaic to complete a registered offering of new senior notes that generates net proceeds sufficient to pay all tender offer consideration plus total accrued interest on notes accepted and purchased in the offers.

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

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Available on EDGAR 08/10/2026 - 08:50 AM Accepted by SEC EDGAR 08/10/2026 - 08:50 AM Learn about SEC filing dates

MOSAIC CO false 0001285785 0001285785 2026-08-10 2026-08-10

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): August 10, 2026

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.		33602
Suite 2500
Tampa, Florida
(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 8.01. Other Events.

On August 10, 2026, The Mosaic Company issued a press release announcing the launch of cash tender offers for certain of its debt securities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release issued by The Mosaic Company dated August 10, 2026
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: August 10, 2026				By:		/s/ Philip E. Bauer
				Name:		Philip E. Bauer
				Title:		Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Mosaic Commences Offers to Purchase for Cash Certain of its

Outstanding Debt Securities

TAMPA, Fla., August 10, 2026 - 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 by 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) 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, 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.

Contact

Investors:

Paul Massoud, CFA, 813-775-4260

paul.massoud@mosaicco.com

Joan Tong, CFA, 863-640-0826

joan.tong@mosaicco.com

Media:

Ben Pratt, 813-775-4206

media@mosaicco.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 23.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB