Nutrien Ltd. SEC Filings

Nutrien Ltd. reported second-quarter 2026 net earnings of $1.22 billion, or $2.53 per diluted share. Second-quarter adjusted EBITDA was $2.43 billion and adjusted diluted earnings per share were $2.61, slightly below the prior year, while first-half adjusted EPS rose to $3.11.

First-half results benefited from higher global fertilizer benchmarks, stronger Retail earnings and record Potash sales volumes. 2026 guidance now targets Potash sales of 14.2–14.8 million tonnes and capital expenditures of $1.95–$2.05 billion. Operating cash flow reached $1.63 billion in the first half, funding $816 million of capital spending and $848 million of dividends and share repurchases, while debt rose after issuing $1.0 billion of new senior notes.

Vanguard Capital Management reports beneficial ownership of Nutrien Ltd common stock on a Schedule 13G. Vanguard and certain affiliates beneficially own 24,042,145 shares, representing 5% of the class. Vanguard has sole voting power over 9,302,820 shares and sole dispositive power over all 24,042,145 shares, with no shared voting or dispositive power. The holdings include securities held by various Vanguard funds and managed accounts over which Vanguard entities exercise voting and/or dispositive authority. Vanguard and its registered investment companies and other managed accounts have the right to receive dividends and sale proceeds from these securities, but no single other person has an interest in more than 5% of the class.

Nutrien Ltd. has adopted a comprehensive Code of Conduct titled “How we act with integrity”, approved on May 7, 2026 and effective as of July 13, 2026. It applies to all employees, officers, directors, majority‑owned subsidiaries and Australian affiliates, emphasizing integrity, safety, respect, and compliance with law.

The Code sets expectations around speaking up, use of the Integrity team and Integrity Helpline (with options for anonymity) and clear non‑retaliation commitments. It details responsibilities for leaders and employees covering workplace safety, fitness for work, anti‑harassment, protection of company assets, confidentiality, privacy, responsible use of artificial intelligence, intellectual property, and external communications including social media.

It also addresses key compliance areas: anti‑bribery and corruption, gifts and entertainment (especially involving Government Officials), third‑party due diligence, prevention of money laundering, conflicts of interest disclosure, accurate records, fair competition and antitrust, trade and sanctions rules, insider trading restrictions, as well as human rights, environmental stewardship, product safety and quality, community investment, and political engagement.

Nutrien Ltd. is alerting shareholders to an unsolicited “mini-tender” offer from Ocehan LLC to buy up to 100,000 Nutrien common shares, or about 0.02% of its outstanding shares, at C$70.20 per share. This price is roughly one-quarter below recent market prices.

The company does not endorse or recommend the offer and stresses that it is below the current market price. Nutrien explains that mini-tender offers can avoid many disclosure and procedural protections under Canadian and U.S. securities laws, and cites concerns previously raised by the Canadian Securities Administrators and the U.S. Securities and Exchange Commission.

Nutrien Ltd. entered into a Second Supplemental Indenture to support new senior note issuances and formalize the role of a Canadian trustee. The agreement works with a 2018 base indenture and a 2024 first supplement to govern two debt series.

The filing defines U.S.$500 million 4.850% Senior Notes due May 29, 2031 and U.S.$500 million 5.350% Senior Notes due May 29, 2036 as series under the indenture. It designates Computershare Advantage Trust of Canada as Canadian Trustee alongside The Bank of New York Mellon, limiting the Canadian Trustee’s duties mainly to holders with Canadian addresses and ensuring compliance with Canadian trust indenture legislation.

Nutrien Ltd. is issuing two series of senior unsecured notes totaling $1.0 billion under its Form F-10 shelf. The company will sell $500 million of 4.850% notes due May 29, 2031 and $500 million of 5.350% notes due May 29, 2036.

Both series price just below par, at 99.899% of principal for the 2031 notes and 99.969% for the 2036 notes, with reoffer yields of 4.873% and 5.354%, respectively. Interest is paid semiannually each May 29 and November 29, starting November 29, 2026.

The notes are callable at a make-whole premium before their par call dates and at 100% of principal plus interest thereafter. Underwriting discounts are 0.600% of principal on the 2031 notes and 0.650% on the 2036 notes, with J.P. Morgan Securities LLC leading a large underwriting syndicate.

Nutrien Ltd. is issuing an aggregate of US$1.0 billion in senior notes, split between US$500 million of 4.850% notes due May 29, 2031 and US$500 million of 5.350% notes due May 29, 2036. The unsecured notes will rank equally with Nutrien’s existing senior unsecured debt and the offering is expected to close on or about May 29, 2026, subject to customary conditions.

Nutrien plans to use the net proceeds to repay its US$500 million 4.000% senior notes maturing December 15, 2026, reduce outstanding short‑term credit facility borrowings, finance working capital and for general corporate purposes.

Nutrien Ltd. reported the results of its 2026 annual shareholder meeting. Shareholders represented 366,120,629 common shares, or 76.09% of shares outstanding, providing strong turnout.

All 12 director nominees were elected, each receiving between 96.67% and 99.47% of votes cast. KPMG LLP was re-appointed as auditor with 99.74% support. A non-binding advisory vote on Nutrien’s executive compensation approach was also approved, receiving 93.17% of votes in favor and 6.83% against.

Nutrien Ltd. has declared a quarterly dividend of US$0.55 per share, payable on July 17, 2026 to shareholders of record on June 30, 2026. Canadian-registered and CDS-linked holders will receive their dividend in Canadian dollars based on the Bank of Canada daily average exchange rate on June 30, 2026, while DTC-linked and non-Canadian registered holders will receive US dollars.

Registered shareholders can elect to change the currency of their dividend and enroll in direct deposit through Computershare Investor Services Inc., and beneficial holders can arrange changes through their broker. All dividends are designated as eligible dividends under Canadian tax law. Nutrien describes itself as a leading global provider of crop inputs and services, operating a large production, distribution and retail network serving growers worldwide.