What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-03 · 98 added, 107 removed, 534 unchanged (28% of the section changed)

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We are typically one of the top four global potash producers in the world.

We mine potash in Saskatchewan, New Mexico and Brazil.

We mine potash in Saskatchewan and New Mexico.

We have other production, blending or distribution operations in Brazil, China, India and Paraguay.

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We are organized into three reportable business segments:

Phosphates, Potash and Mosaic Fertilizantes.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, debt expenses, and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

Phosphate, Potash and Mosaic Fertilizantes.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives and investment in equity securities of Saudi Arabian Mining Company (“ Ma’aden ”), debt expenses and the results of the China and India distribution businesses and Mosaic Biosciences are included within Corporate, Eliminations and Other.

The following charts show the respective contributions to 2025 sales volumes, net sales and gross margin for each of our business segments in effect at December 31, 2025:

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We also account for approximately 12% of estimated global annual potash production.

Phosphates Segment – We sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally.

Phosphate Segment – We sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally.

We account for approximately 72% of estimated North American annual production of concentrated phosphate crop nutrients.

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Mosaic Fertilizantes Segment – We produce and sell phosphate- and potash-based crop nutrients, and animal feed ingredients, in Brazil.

In addition to five phosphate rock mines, four chemical plants and a potash mine in Brazil, this segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay.

The Mosaic Fertilizantes segment also serves as a distribution outlet for our Phosphates and Potash segments.

We account for approximately 70 to 80% of estimated annual production of concentrated phosphate crop nutrients in Brazil and 100% of estimated annual potash production in Brazil.

In addition to five phosphate rock mines and four chemical plants in Brazil, this segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay.

The Mosaic Fertilizantes segment also serves as a distribution outlet for our Phosphate and Potash segments.

We account for approximately 73% of estimated annual production of concentrated phosphate crop nutrients in Brazil.

As used in this report:

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Business Developments During 2025

• In April 2024, we entered into an agreement with Saudi Arabian Mining Company (“ Ma’aden ”) to exchange our 25% ownership of the Ma'aden Wa’ad al Shamal Phosphate Company for 111,012,433 shares of Ma’aden.

The transaction closed on December 24, 2024, at a value of approximately $1.5 billion, resulting in a pre-tax gain of approximately $0.5 billion.

The shares are reflected in Investments in Equity Securities in our Consolidated Balance Sheet at December 31, 2024.

• In 2024, we repurchased 7,944,507 shares of Common Stock in the open market for approximately $235.4 million at an average purchase price of $29.63.

In February 2025, the U.S.

imposed tariff increases on imports from several countries, including a 25% tariff on most imports from Canada, including potash.

Subsequently, the implementation of these tariffs has been paused for 30 days following an agreement between the U.S.

At this time, we do not expect these tariffs to have a significant impact on our Potash business and operating results.

• In October 2025, we completed the sale of our idled Patos de Minas phosphate mining unit in Brazil for $111 million, with $51 million paid at closing and the balance of the purchase price to be paid in installments over the next four years.

The sale resulted in a gain of $94 million.

• In November 2025, we completed the sale of our interest in the Taquari potash mine in Brazil for proceeds of up to $27 million, with $12 million received at closing.

We recorded an impairment loss of approximately $66 million related to the sale.

• In November 2025, we completed a $900 million public bond offering, consisting of $500 million aggregate principal amount of 4.350% senior notes due 2029 and $400 million aggregate principal amount of 4.600% senior notes due 2030.

• In December 2025, we entered into an agreement to sell our Carlsbad, New Mexico potash mine for approximately $30 million.

The transaction includes initial proceeds of $20 million at closing and deferred consideration of $10 million payable in three equal installments beginning in 2029.

The sale is expected to be completed in the first half of 2026.

As of December 31, 2025, the assets and liabilities are considered held for sale and we recorded an impairment loss of approximately $185.0 million.

We have included additional information about these and other developments in our business during 2025 in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ Management’s Analysis ”) and in the Notes to Consolidated Financial Statements.

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This report includes market share and industry data and forecasts that we obtained from publicly available information and industry publications, surveys, market research, internal company surveys and consultant surveys.

We believe these sources to be reliable, but there can be no assurance as to the accuracy and completeness of such information.

We have not independently verified the data from third-party sources, nor have we ascertained the underlying economic assumptions relied

We believe these sources

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upon therein.

to be reliable, but there can be no assurance as to the accuracy and completeness of such information.

We have not independently verified the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein.

Similarly, internal company surveys, industry forecasts and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources.

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This information is incorporated by reference into this section from Part II, Item 8, “Financial Statements and Supplementary Data”.

Phosphates Segment

Our Phosphates business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients.

We have a 75% economic interest in the Miski Mayo Phosphate Mine in Peru ( “ Miski Mayo Mine ” ), which is included in the results of our Phosphates segment.

Phosphate Segment

Our Phosphate business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients.

We have a 75% economic interest in the Miski Mayo Phosphate Mine in Peru ( “ Miski Mayo Mine ” ), which is included in the results of our Phosphate segment.

The following map shows the locations of each of our phosphate concentrates plants in the U.S.

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Phosphate Crop Nutrients and Animal Feed Ingredients

Phosphates operations have capacity to produce approximately 4.5 million tonnes of phosphoric acid (“ P 2 O 5 ”) per year, or about 7% of world annual capacity and about 60% of North American annual capacity.

Phosphate operations have capacity to produce approximately 4.5 million tonnes of phosphoric acid (“ P 2 O 5 ”) per year, or about 7% of world annual capacity and about 60% of North American annual capacity.

P 2 O 5 is produced by reacting finely ground phosphate rock with sulfuric acid.

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Four Corners, South Fort Meade and Wingate.

We plan to explore and develop the DeSoto property and the South Pasture property, which was previously idled, to offset future depletion at our Florida properties.

We plan to explore and develop the DeSoto property, the Pioneer property and the South Pasture property, which was previously idled, to offset future depletion at our Florida properties.

We have a 75% economic interest in the Miski Mayo Mine, which allows us to supplement our other produced rock to meet our overall fertilizer production needs and is the primary source of rock for our Louisiana operations.

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Production of one tonne of DAP requires approximately 0.23 tonnes of ammonia.

We purchase approximately one-third of our ammonia from various suppliers in the spot market with the remaining two-thirds either purchased through our ammonia supply agreement (the “ CF Ammonia Supply Agreement ”) with an affiliate of CF Industries Inc.

(“ CF ”) or produced internally at our Faustina, Louisiana location.

We purchase approximately one-third of our ammonia from various suppliers in the spot market with the remaining two-thirds either purchased through supply agreements or produced internally at our Faustina, Louisiana location.

Our Florida ammonia needs are currently supplied under multi-year contracts with both domestic and offshore producers.

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We have service agreements with the operators of the pipelines for Bartow, New Wales and Riverview, which provide service through June 30, 2026 with two year auto-renewal provisions unless either party objects.

Under the CF Ammonia Supply Agreement, we purchased 556,232 metric tonnes in 2024.

This contract terminated effective January 1, 2025.

We now have agreements with various suppliers to ensure we have reliable sources of supply for ammonia to support competitive pricing in various market conditions.

We have agreements with various suppliers to ensure we have reliable sources of supply for ammonia to support competitive pricing in various market conditions.

These agreements covered approximately 497,000 tonnes of ammonia.

We produce ammonia at Faustina, Louisiana primarily for our own consumption.

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In certain circumstances, we source ammonia from alternative sources to receive at Faustina.

Although ammonia is readily available from many different suppliers and can be transported to our Phosphates facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been, and may in the future be, the subject of volatile pricing.

Although ammonia is readily available from many different suppliers and can be transported to our Phosphate facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been, and may in the future be, the subject of volatile pricing.

In addition, alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to existing transportation or terminaling facilities.

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We have included a discussion of ammonia prices in our Management’s Analysis.

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Natural Gas for Phosphates

Natural Gas for Phosphate

Natural gas is the primary raw material used to manufacture ammonia.

At our Faustina facility, ammonia is manufactured on site.

The majority of natural gas is purchased through firm delivery contracts based on published index-based prices and is sourced from Texas and Louisiana via pipelines interconnected to the Henry Hub.

The majority of natural gas is purchased through firm delivery contracts based on published index-based prices and is

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sourced from Texas and Louisiana via pipelines interconnected to the Henry Hub.

We use over-the-counter swap and/or option contracts to forward price portions of future natural gas purchases.

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These land holdings give Mosaic access to phosphate rock reserves and exist as fee simple, mining agreements or mineral rights.

Some of our land holdings are needed to operate our Phosphates business, while a portion of our land assets, such as certain reclaimed properties, are no longer required for our ongoing operations.

Some of our land holdings are needed to operate our Phosphate business, while a portion of our land assets, such as certain reclaimed properties, are no longer required for our ongoing operations.

As a general matter, more of our reclaimed property becomes available for uses other than for phosphate operations each year.

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and sell potash in North America and internationally.

Our Potash business segment operates three mines in Canada, including two shaft mines and one solution mine, as well as one potash shaft mine in the U.S.

The term “potash” applies generally to the common salts of potassium.

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We also produce a double sulfate of potash magnesia product, which we market under our brand name K-Mag ® , at our Carlsbad, New Mexico facility.

The Carlsbad facility is classified as held for sale at December 31, 2025.

Our potash products are marketed worldwide to crop nutrient manufacturers, distributors and retailers and are also used in the manufacturing of mixed crop nutrients and, to a lesser extent, in animal feed ingredients.

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In addition, our potash products are used for de-icing and as a water softener regenerant.

In 2024, we operated three potash mines in Canada, including two shaft mines and one solution mine, as well as one potash shaft mine in the U.S.

Esterhazy, the largest potash mine in the world, has completed full ramp up of capacity and production.

The K3 mine shaft expansion has been supplying the capacity and production needed since the closure of the K1 and K2 shafts in the second quarter of 2021.

Decommissioning of the K1 and K2 shafts at our Esterhazy, Saskatchewan mine was completed in 2022.

Mosaic leases approximately 291,500 acres of mineral rights from the government of Saskatchewan, and approximately 99,300 acres of freehold mineral rights in the Kronau/Regina area, which have not been developed.

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The annual operational capacity of a mine reported in the table above can exceed the annualized proven peaking capacity until the proving run or engineering audit has been completed.

Our current entitlement percentage of Canpotex is 36.2%, however in 2024, our percentage was 34.5% due to lower shipments as a result electrical equipment problems.

Our entitlement percentage of Canpotex was 36.2%, however in 2025 the percentage was 35.9% as a result of production shortages.

(e) Annual operational capacity is our estimated potash production capacity based on the quality of reserves and the nature of the geologic formations expected to be mined, milled and/or processed over the long term, average amount of scheduled down time, including maintenance and scheduled turnaround time, and product mix, and no significant modifications to operating conditions, equipment or facilities.

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To date, we have been unable to rely upon this audit as a basis for an increase to our Canpotex entitlement percentage.

We are evaluating when to take the necessary steps to complete the entitlement adjustment process.

(h) K-Mag ® is a specialty product that we produce at our Carlsbad facility.

The Carlsbad facility is classified as held for sale at December 31, 2025.

“Properties” for a discussion of our potash mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individual material potash mining properties.

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We purchase our natural gas requirements on firm delivery index price-based physical contracts and on short-term spot-priced physical contracts.

Our Canadian operations purchase physical natural gas from companies in Alberta and Saskatchewan using AECO price indices references and transport the gas to our plants via the TransGas pipeline system.

Our Canadian operations purchase physical natural gas from companies in Alberta and

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Saskatchewan using AECO price indices references and transport the gas to our plants via the TransGas pipeline system.

potash operation in New Mexico purchases physical gas in the southwest respective regional market using the El Paso San Juan Basin market pricing reference.

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Mosaic Fertilizantes Segment

Our Mosaic Fertilizantes segment owns and operates mines, chemical plants, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay, which produce and sell concentrated phosphate crop nutrients, phosphate-based animal feed ingredients and pot a sh fertilizer.

Our Mosaic Fertilizantes segment owns and operates mines, chemical plants, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay, which produce and sell concentrated phosphate- and potash-based crop nutrients and phosphate-based animal feed ingredients.

We also operated the Taquari potash mine in Brazil which we sold in November 2025.

The following map shows the locations of our operations in Brazil and Paraguay:

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We produce and sell phosphate- and potash-based crop nutrients, and animal feed ingredients through our operations.

Our operations in Brazil include five phosphate mines, four chemical plants and a potash mine.

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operations in Brazil include five phosphate mines and four chemical plants.

We own and operate ten blending plants in Brazil and one blending plant and port in Paraguay.

We are currently constructing a one million tonne distribution facility in northern Brazil in Palmeirante.

In 2025, we completed construction of a one million tonne distribution facility in northern Brazil in Palmeirante.

In addition, we lease several other warehouses and blending units depending on sales and production levels.

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Fospar owns and operates an SSP (defined below) granulation plant, which produces approximately 0.5 million tonnes of SSP per year, and a deep-water port and throughput warehouse terminal facility in Paranagua, Brazil.

The port facility at Paranagua handles approximately

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3.6 million tonnes of imported crop nutrients.

The port facility at Paranagua handles approximately 3.2 million tonnes of imported crop nutrients.

In 2025, Mosaic Fertilizantes sold approximately 9.0 million tonnes of crop nutrient products and accounted for approximately 17% of fertilizer shipments in Brazil.

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In addition to producing crop nutrients, Mosaic Fertilizantes purchases phosphate, potash and nitrogen products which are either used to produce blended crop nutrients (“ Blends ”) or for resale.

In 2024, Mosaic Fertilizantes purchased 1.2 million tonnes of phosphate-based products, primarily MicroEssentials ® , from our Phosphates segment, and 2.2 million tonnes of potash products from our Potash segment and Canpotex.

In 2025, Mosaic Fertilizantes purchased 1.0 million tonnes of phosphate-based products, primarily MicroEssentials ® , from our Phosphate segment, and 2.0 million tonnes of potash products from our Potash segment and Canpotex.

Phosphate Crop Nutrients and Animal Feed Ingredients

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Our Brazilian phosphoric acid production totaled approximately 1.0 million tonnes in 2025 and accounted for approximately 86% of Brazilian annual output.

Our principal phosphate crop nutrient products are:

Our principal phosphate crop nutrient products in Brazil are:

• Monoammonium Phosphate (11-52-0) ( “ MAP ” ):

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We market our feed phosphate primarily under the brand name Foscálcio.

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Annual capacity and production volume by plant as of December 31, 2025 are listed below:

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______________________________

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(a) Our ability to produce processed phosphate has been less than our annual operational capacity as stated in the table above, except to the extent we purchase phosphoric acid.

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Sulfur is imported through the Tiplam port and transported by rail to the Uberaba plant and by truck to the Araxá and Cajati locations.

Although sulfur is readily available from many different suppliers and can be transported to our phosphate facilities by a variety of means, sulfur is an important raw material used in our business that has in the past been, and could in the future be, subject to volatile pricing and availability.

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subject to volatile pricing and availability.

Alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to current transportation or terminaling facilities.

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Our ownership percentage, along with a contractual agreement, guarantee us unloading priority for ammonia and also provide us unloading capacity for rock, sulfur and crop nutrients.

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Although ammonia is readily available from many different suppliers and can be transported to our phosphates facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been, and in the future could be, subject to volatile pricing.

Although ammonia is readily available from many different suppliers and can be transported to our phosphate facilities by a variety of means, ammonia is an important raw material used in our business that has in the past been, and in the future could be, subject to volatile pricing.

Alternative transportation and terminaling facilities might not have sufficient capacity to fully serve all of our facilities in the event of a disruption to existing transportation or terminaling facilities.

Changes in the price of ammonia or disruptions to ammonia transportation or terminaling could have a material impact on our business.

Brazilian Potash

We conduct potash operations through the leased Taquari-Vassouras shaft mine, which is the only potash mine in Brazil, located in Rosário do Catete in the Brazilian state of Sergipe.

We also own a related refinery at the site.

We produce and sell potash product domestically.

MOP is the primary source of potassium for the crop nutrient industry in Brazil.

Red MOP has traces of iron oxide.

The granular and standard grade red MOP products are well-suited for direct fertilizer application and bulk blending.

Our potash product is marketed in Brazil to crop nutrient manufacturers, distributors and retailers and is also used in the manufacturing of crop nutrients.

In 2024, we paid royalties of approximately $6.8 million related to the leasing of potash assets and mining rights for Taquari.

Land Holdings

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Our China and India distribution businesses market phosphate-, potash- and nitrogen-based crop nutrients and provide other ancillary services to wholesalers, cooperatives, independent retailers and farmers in the Asia-Pacific regions.

These operations provide our Phosphates and Potash segments access to key markets outside of North and South America and serve as a marketing agent for our Phosphates segment.

In 2024, the India and China operations purchased 25,233 tonnes of phosphate-based products from our Phosphates segment, and 1,077,567 tonnes of potash products from our Potash segment and Canpotex.

These operations provide our Phosphate and Potash segments access to key markets outside of North and South America and serve as a marketing agent for our Phosphate segment.

In 2025, the India and China operations purchased 48,745 tonnes of phosphate-based products from our Phosphate segment, and 1,017,741 tonnes of potash products from our Potash segment and Canpotex.

They also purchase phosphate, potash and nitrogen products from unrelated third parties, which we either use to produce blended crop nutrients or for resale.

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Customer service and the ability to effectively minimize the overall supply chain costs are key competitive factors in the crop nutrient and animal feed ingredients businesses.

In addition to our production facilities, to service the needs of our customers, we own or have contractual throughput or other arrangements at strategically located distribution warehouses along or near the Mississippi and Ohio Rivers, as well as in other key agricultural regions of the U.S.

From these facilities, we distribute Mosaic-produced phosphate and potash products for customers who in turn resell the product into the distribution channel or directly to farmers in the U.S.

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the Mississippi and Ohio Rivers, as well as in other key agricultural regions of the U.S.

From these facilities, we distribute Mosaic-produced phosphate and potash products for customers who in turn resell the product into the distribution channel or directly to farmers in the U.S.

We own port facilities in Tampa, Florida which have deep water berth capabilities providing access to the Gulf Coast of the United States.

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Outside of the U.S.

and Canada, we market our Phosphates segment’s products through our Mosaic Fertilizantes segment and our China and India distribution businesses, as well as a sales force focused on geographies outside of North America.

and Canada, we market our Phosphate segment’s products through our Mosaic Fertilizantes segment and our China and India distribution businesses, as well as a sales force focused on geographies outside of North America.

The countries that account for the largest amount of our phosphates sales outside the U.S., by volume, are Canada, Brazil, Colombia, Australia and Argentina.

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Canpotex sales are allocated among its members based on peaking capacity.

Our entitlement percentage of Canpotex was 36.2%, however in 2024 our percentage was 34.5% due to lower shipments as a result electrical equipment problems.

Our entitlement percentage of Canpotex was 36.2%, however in 2025 the percentage was 35.9% as a result of production shortages.

Our potash exports from Carlsbad are sold through our own sales force.

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Other Products

With a strong brand position in a multi-billion dollar animal feed ingredients global market, our Phosphates segment supplies animal feed ingredients for poultry and livestock to customers in North America, Latin America and Asia.

With a strong brand position in a multi-billion dollar animal feed ingredients global market, our Phosphate segment supplies animal feed ingredients for poultry and livestock to customers in North America, Latin America and Asia.

Our potash sales to non-agricultural users are primarily to large industrial accounts and the animal feed industry.

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Our portfolio of products has been successful with customers and benefits greatly from our existing fertilizer distribution network to our customers.

In 2024, Mosaic Biosciences reached 9 million acres of coverage in key markets this year which is double the prior year.

Mosaic Biosciences is included primarily within Corporate, Eliminations and Other.

Mosaic Biosciences is included within our Mosaic Fertilizantes segment and Corporate, Eliminations and Other which includes Mosaic Biosciences sales in China, India and North America.

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Our global presence allows us to efficiently serve customers in approximately 40 countries.

Phosphates Segment

Our Phosphates segment operates in a highly competitive global market.

Phosphate Segment

Our Phosphate segment operates in a highly competitive global market.

Among the competitors in the global phosphate industry are domestic and foreign companies, as well as foreign government-supported producers in Asia and North Africa.

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Our employees are the foundation of our Company.

Our 13,765 colleagues embody Mosaic’s core values of innovation, collaboration, drive and responsibility, and are the key to enabling us to execute our mission to help the world grow the food it needs.

Our 13,249 colleagues embody Mosaic’s core principles of responsibility, reliability and future-focus, and are the key to enabling us to execute our mission to help the world grow the food it needs.

As of December 31, 2025, our regular employee base was made up of the following:

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10,914 2,335 13,249

Mosaic is committed to the well-being and development of our employees by creating and cultivating an innovative and collaborative workplace that welcomes, values and respects diversity of people, thoughts, and perspectives;

a workplace free of discrimination and intolerant of bias.

As part of Mosaic’s strategic priorities, we are committed to driving actions and behaviors, both internally and within our communities, that build Mosaic’s brand as a respected and responsible company and to be an employer of choice for generations to come.

Mosaic is committed to the wellbeing and development of our employees, whose collective experiences and perspectives drive innovation, operational excellence and sustained business value.

As part of Mosaic’s strategic priorities, we are committed to a culture of safety, instilling a digital mindset, and collaborating globally to drive enterprise value.

Employee Health and Safety –Safety is a top priority and we strive for zero harm to people and zero environmental incidents.

Through the implementation of the Mosaic Management System, we have established a structured approach to effectively manage and control risk for the safety and well-being of our colleagues, the environment and our stockholders.

Through the Mosaic Management System, we have established a structured approach to effectively manage and control risk for the safety and wellbeing of our colleagues, the environment and our stockholders.

The management system defines processes that help support a safe work environment and establish a continuous improvement cycle to adjust for changing conditions and identified risks.

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Global Worker Wellness –Extending beyond safety, our wellness programs seek to improve the well-being of our employees – and their families – in the areas of physical and psychological health, and financial security.

Global Worker Wellness –Extending beyond safety, our wellness programs are designed to enhance the well-being of our employees – and their families – in the areas of physical and psychological health, and financial security.

These programs include health screenings, insurance plans, psychological health training and mental health resources, as well as our Environmental, Health and Safety ( “ EHS ” ) Risk Reduction Program, various trainings and flexible schedules.

In 2025 we provided additional flexibility to our U.S.

employees with regard to their health needs by adding an additional benefits plan option.

Likewise, hospitalization insurance was added to the U.S.

plans in 2025.

Preventative health programs, including step challenges and wellness resources, are also available to employees.

Development –Mosaic believes in continually investing in people and their lifelong learning.

Mosaic holds training events throughout the year across all of our locations, invests in leadership competencies through facilitated learning opportunities and hosts an online education platform through Workday Learning, which all employees are encouraged to access for mandatory and self-guided education.

Mosaic offers companywide educational reimbursement programs to help employees in each of our operating companies acquire new skills and capabilities to better meet their job responsibilities and provide for future career opportunities within the Company.

Mosaic offers companywide educational reimbursement programs to help employees in each of our operating areas acquire new skills and capabilities to better meet their job responsibilities and provide for future career opportunities within the Company.

Mosaic supports membership in numerous professional associations and encourages participation in work-related external networking groups.

• In 2024 Mosaic continued its programs to help employees gain the knowledge and skills that we believe will be necessary for the next evolution of our business through development programs for emerging leaders, front line leaders, mid-level and senior leaders designed to support and address the needs at different career points.

• In 2025, Mosaic continued to invest in leadership development programs designed to equip employees with the knowledge and skills needed for the future of our business.

These programs address the unique needs of emerging leaders, front-line supervisors, mid-level managers and senior leaders through targeted career-stage development initiatives.

Like any company, Mosaic experiences turnover and the need to replace talent related to retirement and succession.

Mosaic seeks to minimize unwanted turnover through its talent review, succession management, performance management and compensation processes.

We seek to build our talent pipeline through targeted student programs.

We strive to design career paths through progressions that will enable our employees to grow and evolve their careers at Mosaic.

We seek to build our talent pipeline through student programs by designing career paths that will enable our employees to grow and evolve their careers at Mosaic.

Community –Mosaic is a thoughtful and engaged neighbor who invests carefully and generously through long-term partnerships with organizations that are making a difference.

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In addition to philanthropic grants and sponsorships of local programs, we also support and facilitate volunteerism by our employees.

Similarly, we participate on local committees, boards and associations focused on contributing to the vitality of the people and communities around us.

• 2024 was the fourth year of the Mosaic Employee Giving Program (the “ Program ”) that provides employees with flexibility to connect their personal causes to corporate giving, matching and volunteerism opportunities.

Similarly, we are active with local committees, boards and associations focused on contributing to the vitality of the people and communities around us.

• 2025 was the fifth year of the Mosaic Employee Giving Program (the “ Program ”) that provides employees with flexibility to connect their personal causes to corporate giving, matching and volunteerism opportunities.

The Program aligns to Mosaic’s strategic priorities and our 2025 Environmental, Social and Governance performance goals.

Employees can take advantage of Company matching funds through financial contributions, volunteering on personal time, or both.

In North America this can be up to $2,000 annually.

Removing Barriers and Creating Opportunities –In 2024, Mosaic continued to dedicate resources to identifying barriers to employment, partnership and succession and creating more opportunities for our employees and our communities.

We continued to advance progress in creating a more innovative and engaged workforce through our executive-led Employee Inclusion Networks (“ EIN ”), expanding community engagement and obtaining feedback and taking action on Mosaic’s workplace and employee experience through the Voice of the Employee survey.

We continued to make progress towards our previously announced global 2030 representation goals and are driving accountability into the business units by implementing business-level initiatives and programs to help foster a more inclusive workplace essential for fostering innovation and collaboration.

Ongoing education continues to be a cornerstone of Mosaic’s journey to build and promote a more inclusive culture.

We enhanced leadership competencies by providing interactive education on enabling authentic connections, becoming successful ambassadors for progress, and continuing our online, curated, self-directed learning platform to encourage employees to continue their own learning journeys.

We continue to focus and expand our recruitment efforts to build awareness and interest in our industry and to attract the best, qualified candidates from a broad variety of sources.

In North America, this can be up to $2,000 annually per employee.

Driving an Inclusive Culture –In 2025, Mosaic continued to make progress in creating a more engaged workforce through our executive-led Employee Inclusion Networks (“ EIN ”) which are open and available to all employees and by taking action to improve the workplace and employee experience based on insights learned through our 2024 Voice of the Employee survey.

Ongoing awareness and education continue to be a cornerstone of Mosaic’s journey to build and promote a more inclusive culture.

We continue to focus and expand our recruitment efforts to build awareness and interest in our industry and to attract and retain the best, qualified candidates from a broad variety of sources.

Pay equity is fundamental to our compensation philosophy and our commitment to our employees.

Mosaic annually evaluates pay equity and compensation practices to ensure fair and equitable treatment of employees based on our pay-for-performance framework.

In 2024, Mosaic continued to enhance ongoing internal analytical capabilities for continuous assessment of pay and performance equity and evolved our annual pay equity audit to bring more employees within scope across our global operations and to enhance our assessment of pay disparities.

The results of our internal audit revealed .4% outliers, both men and women, without adequate business justifications that will be addressed during our 2025 compensation cycle.

Pay equity will be reviewed internally every year with periodic external independent reviews.

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In 2025, Mosaic engaged an external consultant to conduct our pay equity audit, bringing an independent view of our global pay equity.

The results of our 2025 audit revealed .5% outliers, both men and women, who did not have adequate business justifications that will be addressed during our 2026 compensation cycle.

Pay equity will continue to be audited every year with periodic external independent reviews to validate our internal observations.

Further information on our human capital practices is available in our sustainability report.

Information contained in our sustainability report, or on our website, is not incorporated by reference into, and does not constitute a part of, this Form 10-K.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Information regarding our executive officers as of March 3, 2025 is set forth below:

Information regarding our executive officers as of February 27, 2026 is set forth below:

Name Age Position

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Bodine was elected our Chief Executive Officer effective January 2024 and our President effective August 2023.

He previously served as our Senior Vice President - North America from April 2020 to August 2023, and as our Senior Vice President - Phosphates from January 2019 to April 2020 during which time he also provided executive oversight for the corporate procurement organization.

He previously served as our Senior Vice President - North America from April 2020 to August 2023, and as our Senior Vice President - Phosphate from January 2019 to April 2020 during which time he also provided executive oversight for the corporate procurement organization.

Prior to that, Mr.

7 unchanged sentences

Before that, Mr.

Bodine held various plant and mine development management positions in the Phosphates segment beginning with Mosaic’s formation in 2004.

Bodine held various plant and mine development management positions in the Phosphate segment beginning with Mosaic’s formation in 2004.

Precourt III .

4 unchanged sentences

From June 2016 through March 2020 he also provided executive oversight for the EHS organization.

He previously served as Senior Vice President - Phosphates and provided executive oversight for the corporate procurement organization from June 2016 until January 1, 2019, as Senior Vice President - Potash Operations from May 2012 to June 2016, and before that he led the Environment, Health and Safety organization since joining Mosaic in 2009.

He previously served as Senior Vice President - Phosphate and provided executive oversight for the corporate procurement organization from June 2016 until January 1, 2019, as Senior Vice President - Potash Operations from May 2012 to June 2016, and before that he led the Environment, Health and Safety ( “ EHS ” ) organization since joining Mosaic in 2009.

Prior to joining Mosaic, Mr.

7 unchanged sentences

Siani Pires served as Executive Vice President of Strategy and Business Development, Chief Financial Officer and other strategic roles for Vale S.A., a global mining company.

He also served as the chairman of the Board of Directors of VLI S.A., as a senior business development advisor for the Natural Resources Group of Accenture and was a consultant at McKinsey and

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Company and at various leadership roles in The Brazilian Development Bank in the areas of capital Markets, export finance and infrastructure.

He also served as the chairman of the Board of Directors of VLI S.A., as a senior business development advisor for the Natural Resources Group of Accenture and was a consultant at McKinsey and Company and at various leadership roles in The Brazilian Development Bank in the areas of capital markets, export finance and infrastructure.

He serves on the board of Vallourec Societe Anonime, has served as a member of the executive council of o9 solutions, as a member of the advisory board at Barbosa Mello, and as a board member of Suzano Papel e Celulose.

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Swager was elected our Executive Vice President - Operations in November 2023.

In this role, Ms.

Swager is responsible for the Company’s enterprise-wide operations, including the Environment, Health and Safety ( “ EHS ” ) organization, and the North America Supply Chain organization.

Swager is responsible for the Company’s enterprise-wide operations, including the EHS organization and the North America Supply Chain organization.

Swager had previously served as our Senior Vice President - Supply Chain, including executive oversite for the Procurement and corporate EHS teams, since April 1, 2020.

1 unchanged sentence

Previously, Ms.

Swager held leadership positions at Mosaic, including Vice President - Minerals, Vice President - Mining Operations and General Manager in our Phosphates business since joining Mosaic upon its formation in 2004.

She also led the mine planning and strategy group for the Phosphates business.

Swager serves as a director of MVM Resources International, B.V., the general partner of Compañia Minera Miski Mayo S.R.L., the joint venture that operates the mines in Peru, and as a director of SSR Mining Inc., a publicly traded company.

Swager held leadership positions at Mosaic, including Vice President - Minerals, Vice President - Mining Operations and General Manager in our Phosphate business.

She also led the mine planning and strategy group for the Phosphate business.

Swager serves as director of SSR Mining Inc., a publicly traded company.

Yijun (“Jenny”) Wang .

6 unchanged sentences

Wang served as Vice President - Global Product Management and International Distribution and before May 2019, Ms.

Wang served as Country Head for China since joining Mosaic in 2011.

Wang served as Country Head for China.

Wang serves on the Board of Directors of Canpotex Limited, the Canadian potash marketing association.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business