STOCK TITAN

Mosaic (NYSE: MOS) completes cash tenders for four note series

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
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.
2027 Notes outstanding before offer $700,000,000 Aggregate principal amount of 4.050% Senior Notes due 2027 outstanding prior to tender offer
2027 Notes accepted $395,103,000 Aggregate principal amount of 4.050% Senior Notes due 2027 accepted for purchase
2028 Debentures accepted $38,931,000 Aggregate principal amount of 7.30% Debentures due 2028 accepted for purchase
2028 Notes accepted $275,878,000 Aggregate principal amount of 5.375% Senior Notes due 2028 accepted for purchase
2029 Notes series cap $160,000,000 Series cap for 4.350% Senior Notes due 2029 tender offer
2029 Notes accepted $161,074,000 Aggregate principal amount of 4.350% Senior Notes due 2029 accepted for purchase
2029 Notes proration factor approximately 37.78% Proration factor applied to tenders of 4.350% Senior Notes due 2029
Tender offer expiration August 14, 2026 Expiration Date of the cash tender offers at 5:00 p.m. New York City time
cash tender offers financial
"final results of its previously announced cash tender offers to purchase"
A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.
Total Consideration financial
"Acceptance Priority Level | Total Consideration (2)"
Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.
Accrued Coupon Payment financial
"Holders whose Notes have been accepted for purchase will also receive an Accrued Coupon Payment"
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.
Acceptance Priority Level financial
"Series Cap | | | Acceptance Priority Level | | Total Consideration"
proration factor financial
"will accept for purchase the tendered 2029 Notes at a proration factor of approximately 37.78%"
A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

FAQ

What did Mosaic Company (MOS) announce regarding its debt tender offers?

Mosaic announced final results of its cash tender offers for four series of outstanding notes, accepting specified principal amounts of each series and confirming that all offer conditions were satisfied or waived as of the August 14, 2026 expiration.

How many 2027 Notes did Mosaic (MOS) purchase in the tender offers?

Mosaic accepted for purchase $395,103,000 aggregate principal amount of its 4.050% Senior Notes due 2027, out of $700,000,000 aggregate principal amount outstanding prior to the tender offer, at a total consideration of $996.82 per $1,000 principal amount.

What were the results for Mosaic’s (MOS) 2028 Debentures and 2028 Notes tender offers?

Mosaic accepted $38,931,000 of its 7.30% Debentures due 2028 (out of $147,100,000 outstanding) and $275,878,000 of its 5.375% Senior Notes due 2028 (out of $400,000,000 outstanding), at total considerations of $1,037.99 and $1,017.38 per $1,000, respectively.

How did Mosaic (MOS) handle the 4.350% Senior Notes due 2029 in the tender offers?

For the 4.350% Senior Notes due 2029, Mosaic set a series cap of $160,000,000 and received tenders totaling $426,996,000. It accepted $161,074,000 at a proration factor of approximately 37.78% after exercising its right to increase the accepted amount by 2% of outstanding principal.

When did Mosaic’s (MOS) tender offers expire and when will settlement occur?

The tender offers expired at 5:00 p.m., New York City time, on August 14, 2026. Mosaic stated that the settlement date is August 18, 2026, when holders whose notes are accepted will receive payment plus an Accrued Coupon Payment.

What consideration will holders receive in Mosaic’s (MOS) tender offer settlement?

Holders whose notes are accepted will receive the applicable Total Consideration per $1,000 principal amount for each series, as listed in the results table, plus an Accrued Coupon Payment on the settlement date of August 18, 2026.

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Learn about SEC filing dates
MOSAIC CO false 0001285785 0001285785 2026-08-17 2026-08-17
 
 

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 17, 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 17, 2026, The Mosaic Company issued a press release announcing the expiration and results 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 17, 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 17, 2026     By:  

/s/ Philip E. Bauer

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

Exhibit 99.1

Mosaic Announces Final Results of Offers to Purchase for Cash Certain of its Outstanding Debt Securities

TAMPA, Fla., August 17, 2026 - The Mosaic Company (NYSE: MOS) (“Mosaic”) today announced the expiration and final results of its previously announced cash tender offers (collectively, the “Offers”) to purchase the outstanding 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”), 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”) and any related documents (collectively with the Offer to Purchase, 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.

The Offers expired at 5:00 p.m., New York City time, on August 14, 2026 (such time and date, the “Expiration Date”). Withdrawal rights for the Offers expired at the Expiration Date, and accordingly, Notes validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

At the Expiration Date, according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Offers (the “Tender and Information Agent”), the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn pursuant to the Offers and the aggregate principal amount of each series of Notes accepted for purchase, are set forth in the table below.

 

Series of

Notes

  Issuer    CUSIP/ISIN
Number(1)
   Aggregate
Principal
Amount
Outstanding
Prior to Tender
Offer
     Series Cap     Acceptance
Priority
Level
   Total
Consideration(2)
     Aggregate
Principal
Amount
Tendered
     Aggregate
Principal
Amount
Accepted
 

4.050% Senior Notes due 2027

 

The Mosaic
Company

   61945CAG8 /
US61945CAG87
   $ 700,000,000        N/A     1    $ 996.82      $ 395,103,000      $ 395,103,000  

7.30% Debentures due 2028

  Mosaic
Global
Holdings,
Inc.
   449669AK6 /
US449669AK64
   $ 147,100,000        N/A     2    $ 1,037.99      $ 38,931,000      $ 38,931,000  

5.375% Senior Notes due 2028

  The Mosaic
Company
   61945CAH6 /
US61945CAH60
   $ 400,000,000        N/A     3    $ 1,017.38      $ 275,878,000      $ 275,878,000  

4.350% Senior Notes due 2029

  The Mosaic
Company
   61945CAJ2 /
US61945CAJ27
   $ 500,000,000      $ 160,000,000 (3)    4    $ 993.31      $ 426,996,000      $ 161,074,000  
 
(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.

(2)

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 was determined at 2:00 p.m., New York City time, on August 14, 2026, in the manner described in the Tender Offer Documents.

(3)

Reflects a 2% increase in the aggregate amount of 2029 Notes sought in the Offer for such 2029 Notes.

All conditions to the Offers were satisfied or waived on or prior to the Expiration Date. On the “Settlement Date” of August 18, 2026, Holders whose Notes have been accepted for purchase will also receive an Accrued Coupon Payment. The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.

Based upon information received from the Tender and Information Agent, Mosaic will accept all tendered 2027 Notes, 2028 Debentures and 2028 Notes in full. Mosaic has exercised its right to increase the amount of 2029 Notes accepted for purchase by 2% of the outstanding aggregate principal amount of such Series of Notes and as a result, will accept for purchase the tendered 2029 Notes at a proration factor of approximately 37.78%.


Citigroup Global Markets Inc., BMO Capital Markets Corp. and U.S. Bancorp Investments, Inc. served as dealer managers (the “Dealer Managers”) for the Offers. Global Bondholder Services Corporation served 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.

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 were 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.

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

Filing Exhibits & Attachments

4 documents