The Mosaic Company commenced cash tender offers to purchase several outstanding debt securities, subject to an aggregate purchase price cap (the Tender Cap) of $1,400,000,000, excluding accrued interest. The offers cover four series: 4.050% Senior Notes due 2027, 7.30% Debentures due 2028, 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029. The 2029 Notes are further limited by a $150,000,000 series cap. Pricing for each series will be based on a fixed spread over the yield of a specified U.S. Treasury reference security, determined on August 14, 2026. The offers are scheduled to expire at 5:00 p.m., New York City time, on August 14, 2026, with settlement expected on August 18, 2026. Completion is subject to a financing condition requiring Mosaic to complete a new registered senior notes offering that generates sufficient net proceeds to fund the tender consideration and related accrued interest.
The Mosaic Company is conducting a registered offering of multiple series of senior unsecured notes under its shelf registration. The notes will pay semiannual interest in U.S. dollars and have staggered maturity dates, with optional redemption provisions, including a make-whole call before an applicable Par Call Date and a par redemption thereafter.
Mosaic intends to use the net proceeds primarily to fund tender offers for outstanding 4.050% Senior Notes due 2027, 7.300% Debentures due 2028, 5.375% Senior Notes due 2028 and 4.350% Senior Notes due 2029, up to a Tender Cap of $1,400,000,000, plus accrued interest and related costs, and otherwise for general corporate purposes including potential debt repayment. The notes will be senior unsecured obligations ranking equally with Mosaic’s other senior unsecured debt but effectively subordinated to secured indebtedness and all liabilities of subsidiaries.
As of June 30, 2026, Mosaic had approximately $5.86 billion of indebtedness (excluding intercompany debt and letters of credit) and its consolidated subsidiaries had approximately $1.45 billion of indebtedness. Cash and cash equivalents were $294.0 million, total short-term debt was $1,088.0 million and total equity was $11,634.9 million. The notes will not be listed on any securities exchange, and there is no established trading market. A Change of Control Triggering Event would require Mosaic to offer to repurchase affected notes at 101% of principal plus accrued interest, subject to liquidity and covenant risks highlighted in the risk factors.
FMR LLC filed an amended ownership report for Mosaic Co common stock. FMR reports beneficial ownership of 13,199,733.25 shares of Mosaic common stock, representing 4.2% of the class. These shares are reported with sole dispositive power and no shared voting or dispositive power.
Within this total, FMR reports sole voting power over 9,197,817.41 shares. Abigail P. Johnson is also listed as a reporting person, with sole dispositive power over the same 13,199,733.25 shares and no voting power. The filing indicates ownership of 5 percent or less of Mosaic’s outstanding common stock, and notes that one or more other persons may have rights to dividends or sale proceeds, but no other person holds more than five percent.
The Mosaic Company reported a Q2 2026 net loss attributable to Mosaic of $272.8 million, or $(0.86) per diluted share, compared with net earnings of $410.7 million, or $1.29 per share, in Q2 2025. Net sales were $2,824.1 million, down from $3,005.7 million, and gross margin compressed to 8% from 17% on higher raw material and input costs, reduced volumes, and sulfur supply constraints.
For the first half of 2026, Mosaic reported a net loss of $530.4 million versus net earnings of $648.8 million a year earlier, despite net sales increasing 3% to $5,822.1 million. Results were heavily affected by asset-related charges, including a total impairment of approximately $191.2 million on the Carlsbad potash mine sale, an impairment of about $233 million on the Araxá complex held for sale, and exit and related charges around the idling of the Patrocínio mining activities. The company also recorded about $69 million of project write-offs, a foreign currency transaction loss of $39.4 million, and an unrealized mark-to-market loss of approximately $161.6 million on its Ma’aden equity investment. Operating cash flow remained positive at $271.6 million for the first six months, while capital expenditures were $677.1 million, and total long-term debt including current portion increased to $4,834.4 million. Mosaic continues to carry substantial asset retirement obligations of $2,515.1 million and a $1.4 billion unrecognized tax benefit under review in an IRS Pre-Filing Agreement program, along with environmental, Brazilian legal and tax, and newly consolidated U.S. antitrust class action contingencies.
The Mosaic Company reported second-quarter 2026 net sales of $2.8 billion and a net loss attributable to Mosaic of $272.8 million, or $(0.86) per diluted share, compared with net earnings of $410.7 million in the prior-year quarter. Results included $351 million of pre-tax notable items, mainly a $162 million Ma’aden mark-to-market loss, non-cash project write-offs and foreign-currency losses, reducing earnings per share by $(0.99). Adjusted EBITDA was $407 million versus $566 million a year earlier.
Potash delivered stable adjusted EBITDA of $278 million on 2.0 million tonnes of sales and higher MOP prices, while Phosphate and Mosaic Fertilizantes posted operating losses due to higher sulfur and ammonia costs and production curtailments. Cash flow from operations fell to $167.4 million, and free cash flow was $(152.9) million. For 2026, Mosaic guides to potash production of 9.0 million tonnes, capital expenditures of $1.2 billion, SG&A of $510–$530 million, and expects Q3 phosphate and potash prices of $820–$840 and $270–$290 per tonne, respectively. The company completed the sale of its Carlsbad potash mine, arranged a $1 billion term loan, reduced its capex outlook, and paid a quarterly dividend of $0.22 per share.
The Mosaic Company entered into a new credit agreement that provides a committed delayed draw term loan facility with an aggregate principal amount of up to $1,000,000,000. The facility consists of a 364-day tranche of $500,000,000 and a three-year tranche of $500,000,000. The company plans to use proceeds from any draws under this facility to repay existing indebtedness, effectively refinancing part of its current debt structure.
Mosaic Co director Jody Lynne Kuzenko exercised restricted stock units into common shares and received a new equity award. On 2026-05-28, 4,873 restricted stock units vested in connection with the issuer's 2026 Annual Meeting of Stockholders and were converted one-for-one into 4,873 shares of common stock, bringing her direct common stock holdings to 13,444 shares after the transaction.
The filing also shows a new grant of 7,273 restricted stock units, which will vest and be paid one-for-one in Mosaic common stock on the date of the issuer's 2027 Annual Meeting of Stockholders. No open-market purchases or sales were reported; the activity reflects equity compensation vesting and a new award.
Director Kathleen M. Shanahan of Mosaic Co reported routine equity compensation activity involving restricted stock units. On May 28, 2026, she exercised 4,873 restricted stock units on a one-for-one basis into 4,873 shares of Common Stock, reflecting RSUs that vested on the date of Mosaic’s 2026 Annual Meeting of Stockholders. Following this exercise, her direct Common Stock holdings increased to 7,286 shares. On the same date, she received a new award of 7,273 restricted stock units, which will vest and be paid in shares on the date of Mosaic’s 2027 Annual Meeting of Stockholders, aligning her compensation with future company performance. No open-market purchases or sales were reported.
Mosaic Co director Timothy S. Gitzel increased his equity exposure through routine compensation-related transactions. He exercised 4,873 restricted stock units into an equal number of common shares, bringing his directly held common stock to 79,527 shares. The vested units were tied to Mosaic’s 2026 Annual Meeting of Stockholders.
On the same date, he received a new grant of 7,273 restricted stock units, each convertible one-for-one into Mosaic common stock. According to the footnotes, these new units will vest and be paid on the date of Mosaic’s 2027 Annual Meeting of Stockholders, assuming applicable conditions are met.
Mosaic Co director Gretchen H. Watkins reported routine equity compensation changes. She exercised 4,873 restricted stock units into an equal number of Common Stock shares, increasing her direct Common Stock holdings to 35,934 shares. The exercised restricted stock units had vested on the date of Mosaic’s 2026 Annual Meeting of Stockholders.
Watkins also received a new award of 7,273 restricted stock units, each convertible one-for-one into Common Stock. According to the terms, these units will vest and be paid on the date of Mosaic’s 2027 Annual Meeting of Stockholders, if applicable conditions are met. The filing shows no open-market purchases or sales.