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The Mosaic Company (NYSE: MOS) prices $1.4B cash tender offers for outstanding notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Up to $1.4 billion debt reduction: Mosaic may repurchase Notes for aggregate consideration up to $1,400,000,000, which would reduce outstanding debt and interest obligations if fully executed.

Negative

  • None.

Filing Explained

The August 14 8-K confirms pricing for the debt tender offers, but Mosaic is not yet obligated to accept or pay for tendered notes: if offer conditions are unmet or not waived, it may delay or terminate the offers.

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, and exhibit attachments filed with this report.
Tender Cap $1,400,000,000 Aggregate purchase price cap across all Series of Notes, excluding accrued interest
Series Cap 2029 Notes $150,000,000 Maximum aggregate consideration for 4.350% Senior Notes due 2029
Outstanding 4.050% Notes 2027 $700,000,000 Aggregate principal amount outstanding of 4.050% Senior Notes due 2027
Outstanding 7.30% Debentures 2028 $147,100,000 Aggregate principal amount outstanding of 7.30% Debentures due 2028
Outstanding 5.375% Notes 2028 $400,000,000 Aggregate principal amount outstanding of 5.375% Senior Notes due 2028
Outstanding 4.350% Notes 2029 $500,000,000 Aggregate principal amount outstanding of 4.350% Senior Notes due 2029
Total consideration 2027 Notes $996.82 per $1,000 Cash consideration per $1,000 principal amount of 4.050% Senior Notes due 2027
Total consideration 2028 Debentures $1,037.99 per $1,000 Cash consideration per $1,000 principal amount of 7.30% Debentures due 2028
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... a $150,000,000 cap on the aggregate consideration to be paid to purchase the 2029 Notes... (the “Series Cap”)"
Acceptance Priority Level financial
"Acceptance Priority Level | | Reference Security | | Reference Yield..."
Reference Yield financial
"announced the Reference Yield and Total Consideration... in connection with its previously announced cash tender offers"
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.
Fixed Spread financial
"Fixed Spread (Basis Points) | | Total Consideration (3)"
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.
Accrued Coupon Payment financial
"up to an aggregate purchase price, excluding the Accrued Coupon Payment (as defined below)"
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.

FAQ

What debt securities is Mosaic (MOS) targeting in its August 2026 cash tender offers?
Mosaic is targeting four Series of 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, all subject to acceptance priority procedures.

What is the total Tender Cap for Mosaic’s (MOS) August 2026 offers?
The Tender Cap is $1,400,000,000 in aggregate purchase price, excluding accrued interest. This cap applies across all Series of Notes, subject to proration and acceptance priority levels described in the offer documents.

What are the cash prices Mosaic (MOS) will pay per $1,000 of Notes tendered?
Total consideration per $1,000 principal is $996.82 for 2027 Notes, $1,037.99 for 2028 Debentures, $1,017.38 for 2028 Notes, and $993.31 for 2029 Notes, plus accrued interest to settlement.

When do Mosaic’s (MOS) tender offers expire and when is settlement expected?
The expiration and withdrawal deadline is 5:00 p.m., New York City time, on August 14, 2026. The expected Settlement Date is August 18, 2026, two business days after the Expiration Date, subject to conditions.

Is there a separate cap for Mosaic’s (MOS) 4.350% Senior Notes due 2029?
Yes. The 4.350% Senior Notes due 2029 are subject to a $150,000,000 Series Cap on aggregate consideration, and may be prorated under both the overall Tender Cap and this Series-specific limitation.

Can Mosaic (MOS) change the size of its August 2026 tender offers?
Subject to applicable law, Mosaic may, but is not obligated to, eliminate, increase or decrease the $1,400,000,000 Tender Cap and/or the $150,000,000 Series Cap at any time before the Expiration Date.

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

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Understanding 8-K Material Events →
MOSAIC CO false 0001285785 0001285785 2026-08-14 2026-08-14
 
 

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 14, 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.  
Suite 2500  
Tampa, Florida   33602
(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 14, 2026, The Mosaic Company issued a press release announcing the pricing terms of the previously announced 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 14, 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 14, 2026     By:  

/s/ Philip E. Bauer

    Name:   Philip E. Bauer
    Title:   Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

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

TAMPA, Fla., August 14, 2026 - 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 City 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.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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