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  4. [8-K] MOSAIC CO Reports Material Event

Mosaic to redeem 2027–2028 notes with cash

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

MOSAIC CO (MOS) announced that it will redeem multiple outstanding debt securities. The company issued redemption notices for all $304,897,000 of its 4.050% Senior Notes due 2027, all $124,122,000 of its 5.375% Senior Notes due 2028, and all $108,211,000 of 7.30% Debentures due 2028 issued by its subsidiary Mosaic Global Holdings, Inc.

All instruments will be redeemed using cash on hand on September 28, 2026. Each will be redeemed at the greater of 100% of principal or a make-whole amount based on the Treasury Rate plus a spread (30 basis points for the 2027 Notes; 20 basis points for the 2028 Notes and Debentures), plus accrued and unpaid interest. Upon redemption, the indenture for the Debentures will be discharged.

Positive

  • Redeeming $304.9 million 4.050% 2027 notes with cash on hand removes a series of fixed-rate debt and future interest obligations.
  • Redeeming $124.1 million 5.375% 2028 notes further reduces outstanding senior debt ahead of maturity.
  • Retiring $108.2 million 7.30% Debentures due 2028 and discharging their indenture simplifies the capital structure.

Negative

  • None.

Filing Explained

The redemption is scheduled, not completed, and its final cash cost remains formula-based rather than stated as a fixed amount.

The August 28 Form 8-K reports that redemption notices have been issued for all three debt tranches, with full redemption scheduled for September 28, 2026 using cash on hand; this filing is not itself a redemption notice or an offer to purchase securities.

Because the 7.30% Debentures are issued by Mosaic Global Holdings, a wholly owned subsidiary, their redemption and the stated discharge of that indenture occur at the subsidiary level.

The $304.897 million principal of the 2027 Notes alone exceeded Mosaic’s $294 million in cash and equivalents reported at June 30, 2026; this does not establish the cash available on the redemption date or a funding shortfall.

The amount payable is formula-based rather than a fixed dollar figure in the filing, because each redemption price depends on the applicable Treasury Rate, the contractual spread, and accrued interest.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
4.050% Senior Notes due 2027 principal $304,897,000 Aggregate principal amount outstanding to be redeemed in full
5.375% Senior Notes due 2028 principal $124,122,000 Aggregate principal amount outstanding to be redeemed in full
7.30% Debentures due 2028 principal $108,211,000 Aggregate principal amount outstanding to be redeemed in full
2027 Notes coupon rate 4.050% Fixed interest rate on Senior Notes due 2027 being redeemed
2028 Notes coupon rate 5.375% Fixed interest rate on Senior Notes due 2028 being redeemed
Debentures coupon rate 7.30% Fixed interest rate on Debentures due 2028 being redeemed
Redemption Date September 28, 2026 Date on which all specified Notes and Debentures will be redeemed
Treasury Rate spread for 2027 Notes 30 basis points Spread added to Treasury Rate for make-whole redemption of 2027 Notes
aggregate principal amount financial
"all $304,897,000 aggregate principal amount outstanding of its 4.050% Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Treasury Rate financial
"discounted to the Redemption Date on a semi-annual basis at the Treasury Rate"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.
basis points financial
"discounted to the Redemption Date ... at the Treasury Rate ... plus 30 basis points"
Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.
indenture financial
"Upon the redemption of the Debentures, the indenture governing the Debentures will be discharged"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
redemption price financial
"at a redemption price equal to the greater of (i) 100% of the aggregate principal"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

FAQ

What debt is MOS (The Mosaic Company) redeeming in this 8-K?
The Mosaic Company will redeem all $304,897,000 of its 4.050% Senior Notes due 2027, all $124,122,000 of its 5.375% Senior Notes due 2028, and all $108,211,000 of 7.30% Debentures due 2028 issued by Mosaic Global Holdings, Inc.

When will the MOS debt redemptions take place?
The company states that all specified notes and debentures will be redeemed in full on September 28, 2026, described as the Redemption Date, in accordance with the terms set out in the respective redemption notices.

How will MOS fund the redemption of its notes and debentures?
The Mosaic Company discloses that the 2027 Notes, 2028 Notes, and the 7.30% Debentures due 2028 will all be redeemed with cash on hand, rather than through new borrowings or other external financing.

How is the redemption price for MOS’s 4.050% 2027 Notes determined?
The 2027 Notes will be redeemed at the greater of 100% of principal or the sum of the present values of remaining principal and interest payments discounted at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest to, but not including, the Redemption Date.

What is the redemption formula for MOS’s 5.375% 2028 Notes?
The 2028 Notes will be redeemed at the greater of 100% of principal or an amount based on the present value of remaining principal and interest discounted at the Treasury Rate plus 20 basis points, adjusted by accrued interest, plus accrued and unpaid interest to the Redemption Date.

What happens to the debenture indenture after MOS redeems the 7.30% Debentures?
Mosaic Global Holdings, Inc. will redeem all $108,211,000 of its 7.30% Debentures due 2028, and upon redemption, the company states that the indenture governing the Debentures will be discharged and cease to be of further effect.

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

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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 28, 2026
 
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
 
 
DE001-3232720-1026454
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareMOSNew 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 2.04.Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On August 28, 2026, The Mosaic Company (the “Company”) issued notices of redemption for (x) all $304,897,000 aggregate principal amount outstanding of its 4.050% Senior Notes due 2027 (the “2027 Notes”) and (y) all $124,122,000 aggregate principal amount outstanding of its 5.375% Senior Notes due 2028 (the “2028 Notes” and together with the 2027 Notes, the “Notes”). In addition, Mosaic Global Holdings, Inc. (f/k/a IMC Global Inc.), a wholly owned subsidiary of the Company (the “Debentures Issuer”) issued a notice of redemption for all $108,211,000 aggregate principal amount outstanding of its 7.30% Debentures due 2028 (the “Debentures”). The Notes and the Debentures will be redeemed with cash on hand.

Pursuant to the notice of redemption to the holders of the 2027 Notes, the Company will redeem in full the outstanding 2027 Notes on September 28, 2026 (the “Redemption Date”) at a redemption price equal to the greater of (i) 100% of the aggregate principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate (as defined in the 2027 Notes), plus 30 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

Pursuant to the notice of redemption to the holders of the 2028 Notes, the Company will redeem in full the outstanding 2028 Notes on the Redemption Date at a redemption price will be equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis at the Treasury Rate (as defined in the 2028 Notes), plus 20 basis points less (b) interest accrued to the Redemption Date and (ii) 100% of the aggregate principal amount thereof, plus, in either case, accrued and unpaid interest thereon to the Redemption Date.

Pursuant to the notice of redemption to the holders of the Debentures, the Debentures Issuer will redeem in full the outstanding Debentures on the Redemption Date at a redemption price equal to the greater of (i) 100% of the aggregate principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis at the Treasury Rate (as defined in the Debentures), plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to the Redemption Date. Upon the redemption of the Debentures, the indenture governing the Debentures will be discharged and cease to be of further effect.

This Current Report on Form 8-K does not constitute a notice of redemption for the Notes or the Debentures or an offer to tender for, or purchase, any Notes, Debentures or any other security.




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 28, 2026
By:/s/ Philip E. Bauer
Name:Philip E. Bauer
Title:Senior Vice President, General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR