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

Mosaic (NYSE: MOS) raises $2B to fund $1.4B debt tender plan

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

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The note sale is complete, but existing-debt purchases remain conditional; no common-share issuance or conversion mechanics are disclosed.

The August 17 filing records that the senior-note sale is closed, while the planned purchases of existing notes remain limited to securities validly tendered and accepted; no common-stock issuance or conversion mechanics are disclosed.

Under the supplied dilution definition, the filing therefore does not establish an increase in share count or a reduction in existing holders’ percentage ownership from this transaction.

The filing leaves the tender purchases conditional under the August 10 Offer to Purchase: proceeds may fund purchases only for notes validly tendered and accepted, with accrued interest, fees and expenses also included.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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.
2031 Notes $1,000,000,000 aggregate principal amount at 5.350% Senior notes due 2031 issued on August 17, 2026
2034 Notes $500,000,000 aggregate principal amount at 5.650% Senior notes due 2034 issued on August 17, 2026
2036 Notes $500,000,000 aggregate principal amount at 5.900% Senior notes due 2036 issued on August 17, 2026
Net proceeds $1,983.3 million Expected net proceeds from the senior notes offering
Tender offer capacity $1,400,000,000 aggregate purchase price Maximum aggregate purchase price for tender offers for Existing Notes
Existing 2027 Notes $700,000,000 at 4.050% due 2027 Series included in the tender offers
Existing 2028 Debentures $147,100,000 at 7.300% due 2028 Mosaic Global Holdings, Inc. debentures in tender offers
Existing 2029 Notes $500,000,000 at 4.350% due 2029 Series included in the tender offers
senior notes financial
"sale of $1,000,000,000 aggregate principal amount of the Company’s 5.350% senior notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Offered Securities were issued pursuant to an Indenture dated as of October 24, 2011"
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.
tender offers financial
"previously announced tender offers commenced by the Company on August 10, 2026"
A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.
Registration Statement on Form S-3 regulatory
"sold pursuant to the Underwriting Agreement were registered under the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
aggregate principal amount financial
"closed its sale of $1,000,000,000 aggregate principal amount of the Company’s 5.350% 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.

FAQ

What new debt securities did MOS issue according to this 8-K?
The Mosaic Company issued $1.0 billion of 5.350% senior notes due 2031, $500 million of 5.650% senior notes due 2034, and $500 million of 5.900% senior notes due 2036 under its existing Indenture.

How much in net proceeds does MOS expect from the senior notes offering?
Mosaic expects net proceeds of approximately $1,983.3 million from the senior notes offering, after underwriting discounts and estimated offering expenses, providing liquidity for liability management transactions and other corporate purposes.

How does MOS plan to use the proceeds from the notes offering?
Mosaic plans to use the proceeds primarily to fund tender offers for up to $1.4 billion aggregate purchase price of existing notes, plus accrued interest, fees and expenses, and secondarily for general corporate purposes including possible repayment or refinancing of other indebtedness.

Which existing MOS and subsidiary notes are targeted by the tender offers?
The tender offers cover up to $700 million of 4.050% notes due 2027, $147.1 million of 7.300% debentures due 2028, $400 million of 5.375% notes due 2028, and $500 million of 4.350% notes due 2029.

Under what registration statement were MOS’s new notes issued?
The new senior notes were issued under Mosaic’s Registration Statement on Form S-3, File No. 333-291349, which was filed on November 7, 2025, allowing the company to offer and sell these securities to the public.

Who acted as representatives of the underwriters in MOS’s notes offering?
Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC acted as representatives of the several underwriters, arranging the sale of the senior notes pursuant to the Underwriting Agreement dated August 10, 2026.

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Understanding 8-K Material Events →
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.  
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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 8.01 below is incorporated by reference into this Item 2.03.

 

Item 8.01.

Other Events.

On August 17, 2026, The Mosaic Company (the “Company”) closed its sale of $1,000,000,000 aggregate principal amount of the Company’s 5.350% senior notes due 2031 (the “2031 Notes”), $500,000,000 aggregate principal amount of the Company’s 5.650% senior notes due 2034 (the “2034 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.900% senior notes due 2036 (the “2036 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Offered Securities”) pursuant to an Underwriting Agreement dated August 10, 2026, among the Company and Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). The Offered Securities were issued pursuant to an Indenture dated as of October 24, 2011 between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Indenture”).

The Company expects to receive net proceeds from this offering of approximately $1,983.3 million, after deducting the underwriting discounts and its estimated offering expenses. The Company intends to use the proceeds from this offering (1) to fund the purchase price for the previously announced tender offers commenced by the Company on August 10, 2026 to purchase up to $1,400,000,000 aggregate purchase price of the outstanding (i) $700,000,000 aggregate principal amount of the Company’s 4.050% Senior Notes due 2027 (the “2027 Notes”), (ii) $147,100,000 aggregate principal amount of 7.300% Debentures due 2028 issued by Mosaic Global Holdings, Inc., a wholly owned subsidiary of the Company (the “2028 Debentures”), (iii) $400,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2028 (the “2028 Notes”) and (iv) $500,000,000 aggregate principal amount of the Company’s 4.350% Senior Notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, 2028 Notes and 2028 Debentures, the “Existing Notes”) (each, a “Tender Offer” and, collectively, the “Tender Offers”) validly tendered and accepted for purchase in the Tender Offers, including the payment of accrued and unpaid interest thereon to but excluding the settlement date for the Tender Offers, fees and expenses related thereto, and (2) for general corporate purposes, which may include the repayment, repurchase or refinancing of outstanding indebtedness from time to time. Pending such uses, the Company may invest the net proceeds in short-term investments, including cash, cash equivalents and/or marketable securities.

The Tender Offers are being made only upon the terms and conditions set forth in an Offer to Purchase dated August 10, 2026. This Current Report on Form 8-K is not an offer to purchase or a solicitation of an offer to sell the Offered Securities or the Existing Notes.

The Offered Securities sold pursuant to the Underwriting Agreement were registered under the Company’s Registration Statement on Form S-3 filed on November 7, 2025 (File No. 333-291349).

The foregoing descriptions of the Underwriting Agreement, the 2031 Notes, the 2034 Notes and the 2036 Notes are qualified in their entirety by reference to Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, attached to this Current Report on Form 8-K and incorporated herein by reference. The Indenture is set forth as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 24, 2011, and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

 1.1    Underwriting Agreement, dated as of August 10, 2026, among The Mosaic Company and Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule A thereto
 4.1    Form of 5.350% senior notes due 2031
 4.2    Form of 5.650% senior notes due 2034
 4.3    Form of 5.900% senior notes due 2036
 5.1    Opinion of Philip E. Bauer, Esq.
23.1    Consent of Philip E. Bauer, Esq. (included in Exhibit 5.1)
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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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