Mosaic (NYSE: MOS) counsel gains stock as awards vest, pays tax in shares

Rhea-AI Filing Summary

Mosaic Co senior executive Philip Eugene Bauer, the Senior VP, General Counsel and Corporate Secretary, reported equity compensation activity in Mosaic common stock. On March 9, 2026, he received 7,613 shares of common stock upon vesting of performance units granted on March 9, 2023, and 3,211 shares from equity awards, all at a stated price of $0.0000 per share. To cover the tax liability from the vesting of restricted stock and performance units, 4,260 shares were withheld at $26.92 per share rather than sold in the open market, resulting in a net increase in directly held stock. After these transactions, Bauer directly holds 34,942 shares of Mosaic common stock. He also continues to hold restricted stock units that can convert into 21,915, 14,085, and 20,797 shares of common stock, with one grant scheduled to vest 33% on March 4, 2027, 66% on March 4, 2028, and 100% on March 4, 2029.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bauer Philip Eugene

(Last) (First) (Middle)

C/O THE MOSAIC COMPANY

101 EAST KENNEDY BLVD, SUITE 2500

(Street)

TAMPA FL 33602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOSAIC CO [ MOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP, Gen Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/09/2026		M		7,613	A	$0	35,991	D
Common Stock	03/09/2026		M(1)		3,211	A	$0	39,202	D
Common Stock	03/09/2026		F(2)		4,260	D	$26.92	34,942	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(3)	03/09/2026		M			7,613	03/09/2026	(4)	Common Stock	7,613	$0	0	D
Restricted Stock Units	$0(3)							(5)	(4)	Common Stock	21,915		21,915	D
Restricted Stock Units	$0(3)							03/05/2027	(4)	Common Stock	14,085		14,085	D
Restricted Stock Units	$0(3)							03/04/2028	(4)	Common Stock	20,797		20,797	D

Explanation of Responses:

1. Shares Issued to reporting person upon the vesting of a performance unit award granted to reporting person on March 9, 2023. The performance unit award was not a derivative security.

2. Shares sold to cover tax liability incurred as a result of most recent vesting of restricted stock and performance units.

3. One-for-One

4. Not Applicable

5. The Restricted Stock Unit will vest a cumulative vesting percentage equal to 33% on March 4, 2027, 66% on March 4, 2028 and 100% on March 4, 2029.

Remarks:

	/s/ Philip E. Bauer	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Mosaic (MOS) executive Philip Bauer report in this Form 4?

Philip Bauer reported receiving Mosaic common shares from vested performance and restricted stock awards. Some shares were withheld to pay taxes, and he ended the transactions with a higher direct stock holding and substantial remaining restricted stock units.

How many Mosaic (MOS) shares did Philip Bauer receive from equity awards?

Bauer received 7,613 Mosaic common shares from vested performance units and 3,211 additional shares from equity awards. These awards were recorded at a stated price of $0.0000 per share as part of his compensation package in stock rather than cash.

Were any Mosaic (MOS) shares sold on the open market in this filing?

No open-market sale was reported. Instead, 4,260 Mosaic shares were withheld at $26.92 per share to cover taxes triggered by the vesting of restricted stock and performance unit awards, a common administrative mechanism rather than a discretionary market sale.

How many Mosaic (MOS) shares does Philip Bauer hold after these transactions?

After the reported transactions, Bauer directly holds 34,942 Mosaic common shares. This reflects the net impact of shares received from equity awards and shares withheld to satisfy tax obligations related to the vesting of those stock-based compensation grants.

What restricted stock units does Philip Bauer still hold in Mosaic (MOS)?

Bauer continues to hold restricted stock units tied to 21,915, 14,085, and 20,797 underlying Mosaic common shares. One RSU grant is scheduled to vest 33% in 2027, 66% in 2028 and fully in 2029, subject to continued service or plan conditions.

How were Mosaic (MOS) performance units treated in Philip Bauer’s Form 4?

Performance units granted to Bauer on March 9, 2023 vested and were settled in 7,613 Mosaic common shares. A footnote clarifies that this performance unit award was not treated as a derivative security, reflecting standard equity incentive plan design for executives.