What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 511 added, 404 removed, 2351 unchanged (28% of the section changed)

10 unchanged sentences

Our management, with the participation of our principal executive officer and our principal financial officer, have evaluated any changes in our internal control over financial reporting that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the third quarter of 2024, we completed the implementation of a new enterprise resource planning (“ ERP ”) system.

As a result, we have modified or implemented certain annual internal controls over financial reporting to address the new control environment and processes associated with the new ERP system.

There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in internal control over financial reporting identified in connection with management’s evaluation that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

36 unchanged sentences

Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 10, 2023, and filed on May 10, 2023

4.iii Indenture dated as of October 24, 2011, between Mosaic and U.S.

4.iii Amended and Restated Credit Agreement, dated as of May 16, 2025, by and among The Mosaic Company, each other subsidiary of the Mosaic party thereto, each lender party thereto and Bank of America, National Association as administrative agent

Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 16, 2025 and filed on May 21, 2025

4.iv Indenture dated as of October 24, 2011, between Mosaic and U.S.

Bank National Association, as trustee .

1 unchanged sentence

Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011 (2)

4.iv Description of Registrant ’ s Common Stock

4.v Description of Registrant ’ s Common Stock

Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019

The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, 2009

Appendix A to Mosaic’s Proxy Statement dated August 25, 2009 (2)

10.iii.a.1 (3)

Form of Amendment dated May 11, 2011, to the Omnibus Incentive Plan

Exhibit 10.iii.u.

to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011 (2)

10.iii.a.2 (3)

Form of Employee Nonqualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 20, 2011

Exhibit 10.iii.b.

to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2011 (2)

10.iii.c.1 (3)

9 unchanged sentences

Mosaic LTI Deferral Plan, approved December 18, 2024

Exhibit 10.iii.c.4 to Mosaic's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024

10.iii.d.1 (3)

42 unchanged sentences

Exhibit 10.iii.k.3 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023

10.iii.k.10 (3)

Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, as amended, approved May 19, 2022

Exhibit 10.iii.k to Mosaic’s quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022

10.iii.l.1 (3)

29 unchanged sentences

23.4 Belle Plaine Potash Facility Consent of Qualified Persons

23.5 Esterhazy Potash Facility Consent of Qualified Persons

Exhibit 23.4 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024

23.5 Esterhazy Potash Facility Consent of Qualified Persons

24 Power of Attorney

7 unchanged sentences

96.2 Esterhazy Potash Facility Technical Report Summary

Exhibit 96.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021

96.3 Belle Plaine Potash Facility Technical Report Summary

Exhibit 96.3 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2024

96.4 Tapira Technical Report Summary

21 unchanged sentences

Chief Executive Officer and President

March 3, 2025

February 27, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name Title Date

Bodine Chief Executive Officer and President and Director (principal executive officer) March 3, 2025

/s/ Luciano Siani Pires Executive Vice President and Chief Financial Officer (principal financial officer) March 3, 2025

Bodine Chief Executive Officer and President and Director (principal executive officer) February 27, 2026

/s/ Luciano Siani Pires Executive Vice President and Chief Financial Officer (principal financial officer) February 27, 2026

Luciano Siani Pires

/s/ Russell A.

Flugel Vice President—Controller and Chief Accounting Officer (principal accounting officer) March 3, 2025

* Chairman of the Board of Directors March 3, 2025

* Director March 3, 2025

Flugel Vice President—Controller and Chief Accounting Officer (principal accounting officer) February 27, 2026

* Chairman of the Board of Directors February 27, 2026

* Director February 27, 2026

João Roberto Gonçalves Teixeira

* Director March 3, 2025

* Director February 27, 2026

/s/ Philip E.

8 unchanged sentences

Selling, General and Administrative Expenses

Loss (Gain) on Assets Sold and to be Sold

Impairment of Goodwill

Other Operating Expenses

Interest Expense, Net

Foreign Currency Transaction (Loss) Gain

Gain on Sale of Equity Investment

Other (Expense) Income

Equity in Net Earnings of Nonconsolidated Companies

Foreign Currency Transaction Gain (Loss)

Other Income (Expense)

Provision for Income Taxes

Equity in Net Earnings of Nonconsolidated Companies

Critical Accounting Estimates

21 unchanged sentences

We are organized into the following business segments:

• 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 for sale domestically and internationally.

• 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 for sale domestically and internationally.

We have a 75% economic interest in the Miski Mayo Phosphate Mine (“ Miski Mayo Mine ”) in Peru.

These results are consolidated in the Phosphates segment.

Through December 24, 2024, the Phosphates segment included our 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

These results are consolidated in the Phosphate segment.

Through December 24, 2024, the Phosphate segment included our 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

On December 24, 2024, we exchanged our ownership of MWSPC for shares of Saudi Arabian Mining Company (“ Ma’aden ”).

4 unchanged sentences

We are a member of Canpotex, Limited (“ Canpotex ”), an export association of Canadian potash producers through which we sell our Canadian potash outside the U.S.

• Our Mosaic Fertilizantes business segment includes five phosphate rock mines, four phosphate chemical plants and a potash mine in Brazil.

• Our Mosaic Fertilizantes business segment includes five phosphate rock mines and four phosphate chemical plants in Brazil.

The segment also includes our distribution business in South America, which consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay.

We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water port and throughput warehouse terminal facility in Brazil.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, the investment in equity securities of Ma'aden, debt expenses, corporate functional costs and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

This segment also includes the results of Mosaic Biosciences sales in Brazil.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives and investment in equity securities of Ma'aden, debt expenses, the results of the China and India distribution businesses and Mosaic Biosciences sales in China, India and North America are included within Corporate, Eliminations and Other.

See Note 25 of the Consolidated Financial Statements in this Form 10-K for segment results.

4 unchanged sentences

The profitability of our businesses is heavily influenced by worldwide supply and demand for our products, which affects our sales prices and volumes.

Our costs per tonne to produce our products are also heavily influenced by fixed costs associated with owning and operating our major facilities, significant raw material costs in our Phosphates and Mosaic Fertilizantes businesses, water treatment costs in our Phosphates business and fluctuations in currency exchange rates.

Our costs per tonne to produce our products are also heavily influenced by fixed costs associated with owning and operating our major facilities, significant raw material costs in our Phosphate and Mosaic Fertilizantes businesses, water treatment costs in our Phosphate business and fluctuations in currency exchange rates.

Our products are generally sold based on the market prices prevailing at the time the sales contract is signed or through contracts which are priced at the time of shipment.

43 unchanged sentences

Selling, general and administrative expenses 533.9 496.9 500.5 37.0 7 % (3.6) (1) %

Loss (gain) on assets sold and to be sold 157.3 — (56.5) 157.3 NM 56.5 NM

Impairment of goodwill 99.9 — — 99.9 NM — NM

Other operating expenses 289.3 393.5 428.5 (104.2) (26) % (35.0) (8) %

1 unchanged sentence

Interest expense, net (187.7) (182.8) (129.4) (4.9) 3 % (53.4) 41 %

Foreign currency transaction (loss) gain (685.8) 194.0 97.5 (879.8) NM 96.5 99 %

Gain on sale of equity investment 522.2 — — 522.2 NM — NM

Other income (expense) 40.3 (76.8) (102.5) 117.1 (152) % 25.7 (25) %

Earnings from consolidated companies before income taxes 315.4 1,325.9 4,642.5 (1,010.5) (76) % (3,316.6) (71)

Provision for income taxes 186.7 177.0 1,224.3 9.7 5 % (1,047.3) (86)

Earnings from consolidated companies 128.7 1,148.9 3,418.2 (1,020.2) (89) % (2,269.3) (66) %

Foreign currency transaction gain (loss) 271.7 (685.8) 194.0 957.5 (140) % (879.8) NM

Gain on sale of equity investment — 522.2 — (522.2) (100) % 522.2 NM

Other income (expense) 307.4 40.3 (76.8) 267.1 NM 117.1 (152) %

Earnings from consolidated companies before income taxes 1,212.9 315.4 1,325.9 897.5 NM (1,010.5) (76)

Provision for income taxes 639.8 186.7 177.0 453.1 NM 9.7 5

Earnings from consolidated companies 573.1 128.7 1,148.9 444.4 NM (1,020.2) (89) %

Equity in net earnings of nonconsolidated companies 2.3 73.3 60.3 (71.0) (97) % 13.0 22 %

1 unchanged sentence

Net earnings attributable to noncontrolling interests 34.7 27.1 44.3 7.6 28 % (17.2) (39) %

Net earnings attributable to Mosaic $ 174.9 $ 1,164.9 $ 3,582.8 $ (990.0) (85) % $ (2,417.9) (67) %

Diluted net earnings per share attributable to Mosaic $ 0.55 $ 3.50 $ 10.06 $ (2.95) (84) % $ (6.56) (65) %

Net earnings attributable to Mosaic $ 540.7 $ 174.9 $ 1,164.9 $ 365.8 NM $ (990.0) (85) %

Diluted net earnings per share attributable to Mosaic $ 1.70 $ 0.55 $ 3.50 $ 1.15 NM $ (2.95) (84) %

Diluted weighted average number of shares outstanding 318.9 320.7 333.2

Overview of the Years ended December 31, 2025 and 2024

Net earnings attributable to Mosaic for the year ended December 31, 2024 were $174.9 million, or $0.55 per diluted share, compared to $1.2 billion, or $3.50 per diluted share for 2023, driven by lower finished good sales pricing in our Potash and Mosaic Fertilizantes segments and lower sales volumes across our segments, as discussed further below.

Net income for the year ended December 31, 2024 was unfavorably impacted by a foreign currency transaction loss of $686 million, compared to a foreign currency transaction gain of $194 million in the prior year period.

Current year net income benefited from a gain of $522 million on the sale of our equity investment in MWSPC, as discussed further below.

Net earnings attributable to Mosaic for the year ended December 31, 2025 were $540.7 million, or $1.70 per diluted share, compared to $174.9 million, or $0.55 per diluted share for 2024.

Gross margin for the current year increased $390.0 million from the prior year driven by higher finished good sales pricing across our segments, as discussed further below.

Net income for the year ended December 31, 2025 was favorably impacted by a foreign currency transaction gain of $271.7 million, compared to a foreign currency transaction loss of $685.8 million in the prior year period and an unrealized mark-to-market gain of approximately $317.0 million on the investment in Ma’aden shares, included in other income (expense).

These benefits were partially offset by a loss on assets sold and to be sold of $157.3 million and an impairment of goodwill of $99.9 million.

Significant factors that affected our results of operations and financial condition in 2025 and 2024 are listed below.

1 unchanged sentence

Year ended December 31, 2025

In our Phosphates segment, operating results for 2024 were unfavorable compared to the prior year due to lower finished goods sales volumes partially offset by higher average selling prices.

Sales volumes in the current year were unfavorably impacted by planned maintenance and turnaround activity at our sites as well as impacts from hurricanes Florida in the second half of the year.

Phosphate operating results were also unfavorably impacted by increased product costs due to our sales volumes including a larger proportion of purchased tonnes than the prior year.

In our Phosphate segment, operating earnings were $135 million for 2025 compared to $225 million in the prior year period.

Current year operating results reflect lower sales volumes which were impacted by supply losses due to extended downtime as we focused on improving asset integrity, and lower demand in North America in the fourth quarter of 2025 compared to the prior year period.

Phosphate operating results were also unfavorably impacted by higher raw material costs, primarily sulfur, compared to the prior year period.

These impacts were partially offset by the benefit of higher average selling prices which continued the upward trend that began in the second half of 2023, reflecting strong global demand and low inventory levels.

Operating results were also unfavorably impacted by higher maintenance turnaround costs and water treatment costs compared to the prior year period.

In our Potash segment, operating earnings were $638 million for 2025, compared to $605 million in the prior year period.

Operating results benefited from higher average selling prices and sales volumes in the current year period.

Prices and sales volumes improved due to continued strength in international demand.

Sales volumes also benefitted due to our recovery from production challenges and supply chain delays experienced in the prior year.

Current year operating results were unfavorably impacted by a loss on assets held for sale related to the Carlsbad, New Mexico facility.

In our Mosaic Fertilizantes segment, operating earnings were $277 million for 2025 compared to $238 million in the prior year period.

Operating results reflected higher average selling prices compared to the prior year period benefiting from a favorable global pricing environment that was driven by healthy demand and tight supply.

This benefit was partially offset by the impact of higher costs of purchased products for resale.

We saw a slight decrease in sales volumes compared to the prior year which was driven by grower caution and increased credit constraints in Brazil.

Operating earnings were stronger in the first three quarters of 2025 compared to the prior year but declined in the fourth quarter due to lower volumes.

Sales volumes were negatively impacted by challenging credit conditions for customers, weaker margins, in part due to higher sulfur raw material cost and higher turnaround and idle costs due to downtime.

Due to the increase in sulfur costs seen in the fourth quarter of 2025, we temporarily idled production at our Fospar and Araxa facilities in Brazil.

Operating results in 2025 were also impacted by a gain on the sale of the Patos de Minas mine and a loss on the sale of the Taquari mine.

Corporate, Eliminations and Other had an operating loss of $(229) million for 2025 compared to a loss of $(446) million in the prior year.

Corporate, Eliminations and Other includes the results of the China and India distribution businesses, intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives and debt expenses.

In addition to the items mentioned above :

• 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 and an additional $10 million due in one year.

The remaining $5 million is contingent upon future potash pricing benchmarks.

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 million.

Year ended December 31, 2024 :

For the year ended December 31, 2024, operating results were driven by lower finished good sales pricing in our Potash and Mosaic Fertilizantes segments and lower sales volumes across our segments as discussed further below.

Net earnings were unfavorably impacted by a foreign currency translation loss and benefited from a gain on sale of the equity investment in MWSPC.

In our Phosphate segment, operating results for 2024 were unfavorable compared to the prior year due to lower finished goods sales volumes partially offset by higher average selling prices.

Sales volumes were unfavorably impacted by planned maintenance and turnaround activity at our sites as well as impacts from hurricanes in Florida in the second half of the year.

Phosphate operating results were also unfavorably impacted by increased product costs due to our sales volumes including a larger proportion of purchased tonnes than in the prior year.

We increased our purchases in 2024 to offset lost production in the first quarter from a fire at our Riverview, Florida facility.

Average selling prices for the current year were favorable versus the prior year as prices have continued trending upwards since the third quarter of 2023, driven by strong demand in North America.

Average selling prices for 2024 were favorable versus the prior year as prices continued trending upwards since the third quarter of 2023, driven by strong demand in North America.

Operating results also benefited from lower raw material costs, primarily sulfur, compared to the prior year period.

In our Potash segment, operating results for 2024 were unfavorably impacted by lower global average selling prices, resulting from improved global supply.

Operating results were also unfavorably impacted by lower sales volumes in the second half of the year resulting from production challenges in the third quarter due to electrical issues at two of our mines and supply chain delays caused by the port strike in Vancouver, Canada.

In our Mosaic Fertilizantes segment, operating results for 2024 were unfavorably impacted by a decrease in average selling prices compared to the prior year period.

1 unchanged sentence

Sales volumes were down compared to the prior year period as a result of our decision to prioritize sales to lower credit-risk customers, and to focus on obtaining improved gross margin over sales volumes.

In addition to the items mentioned above :

• In April 2024, we entered into an agreement with 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 Equity Securities and Investments in Nonconsolidated Companies 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.

Year ended December 31, 2023 :

For the year ended December 31, 2023, operating results in all of our segments were impacted by lower average sales prices compared to the prior year.

Global markets softened compared to the prior year, with a rebound in supply combined with buyers delaying purchases in the first half of the year, in anticipation of lower prices.

Buyer deferral reversed in the later part of 2023, and we saw seasonal price strength in many markets.

In the Phosphates segment, operating results for 2023 were driven by lower average selling prices, partially offset by lower raw material costs and higher sales volumes compared to the prior year.

Selling prices decreased due to the factors described above and were partially offset by lower raw material costs, primarily sulfur and ammonia, due to global supply and demand.

Finished product sales volumes were favorable versus the prior year, driven by buyers deferring purchases in the prior year period in anticipation of lower sales prices.

In the Potash segment, 2023 operating results were unfavorably impacted by lower average selling prices of potash compared to the prior year period, driven by the factors discussed above.

This was partially offset by higher sales volumes, driven by the factor discussed above.

Operating results for 2023 were also unfavorably impacted by higher idle plant and maintenance turnaround costs, due to the temporary idling of our Colonsay, Saskatchewan mine in the first half of the year, due to market conditions and the length of turnarounds, compared to the prior year.

In the Mosaic Fertilizantes segment, 2023 results were unfavorably impacted by a decrease in average selling prices compared to the prior year period, driven by the factors discussed above.

Sales volumes of finished goods, including performance products, were higher in 2023, compared to the same period in the prior year, due to an increased customer base as a result of our growth strategy to expand our presence in Brazil.

Results were also favorably impacted by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business.

Phosphates Net Sales and Gross Margin

The following table summarizes the Phosphates segment’s net sales, gross margin, sales volume, selling prices and raw material prices:

Corporate, Eliminations and Other had an operating loss of $(446) million in 2024 compared to a loss of $(264) million in the prior year.

Phosphate Net Sales and Gross Margin

The following table summarizes the Phosphate segment’s net sales, gross margin, sales volume, selling prices and raw material prices:

Years Ended December 31, 2025-2024 2024-2023

15 unchanged sentences

1,760 1,795 1,622 (35) (2) % 173 11 %

Total Phosphates Segment Tonnes (a)

Total Phosphate Segment Tonnes (a)

7,705 8,232 8,613 (527) (6) % (381) (4) %

16 unchanged sentences

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

The Phosphates segment’s net sales were $4.5 billion for the year ended December 31, 2024, compared to $4.7 billion for the same period a year ago.

The decrease in net sales was primarily due to lower finished goods sales volumes, which unfavorably impacted net sales by approximately $310 million.

In addition, Miski Mayo operations had an unfavorable impact of approximately $40 million compared to the prior year period due to lower selling prices.

These impacts were partially offset by approximately $150 million due to higher finished product selling prices in the year current period.

Our average finished product selling price increased 4%, to $672 per tonne for the year ended December 31, 2024, compared to $646 per tonne for the same period a year ago, due to the factor discussed in the Overview.

The Phosphates segment’s sales volumes of finished products decreased to 6.4 million tonnes for the year ended December 31, 2024, compared to 7.0 million tonnes in 2023, due to the production challenges discussed in the Overview.

Gross margin for the Phosphates segment decreased to $594.0 million in the current year compared with $702.1 million for the prior year.

Gross margin was unfavorably impacted by lower finished goods sales volumes, which unfavorably impacted gross margin by approximately $130 million, higher conversion of approximately $80 million and higher blended rock costs of approximately $70 million.

The current year gross margin was also unfavorably impacted by approximately $40 million

related to selling a higher proportion of purchased tonnes compared to the prior year period, higher idle costs of approximately $40 million, primarily due to impacts from Hurricane Milton, and higher freight costs of approximately $10 million.

In addition, Miski Mayo gross margin was approximately $30 million lower than the prior year primarily due to a decrease in selling prices.

These impacts were partially offset by favorable impacts from higher finished goods selling prices of approximately $150 million and lower raw material costs, primarily sulfur as discussed below, of approximately $150 million.

The Phosphate segment’s net sales were $4.6 billion for the year ended December 31, 2025, compared to $4.5 billion for the same period a year ago.

The increase in net sales was driven by higher average finished product selling prices, which favorably impacted net sales by approximately $450 million.

This benefit was partially offset by lower finished goods sales volumes, which resulted in an unfavorable impact of approximately $280 million.

Additionally, lower rock sales had an unfavorable impact of approximately $50 million and lower freight and other product revenue had an unfavorable impact of approximately $60 million compared to the prior year period.

Our average finished product selling price increased 13%, to $667 per tonne for the year ended December 31, 2025, compared to $589 per tonne for the same period a year ago, due to the factors discussed in the Overview.

The Phosphate segment’s sales volumes of finished products decreased to 5.9 million tonnes for the year ended December 31, 2025, compared to 6.4 million tonnes in 2024, due to the factors discussed in the Overview.

Gross margin for the Phosphate segment decreased to $437.3 million in the current year compared with $594.0 million for the prior year.

The decrease was primarily driven by unfavorable cost impacts, including approximately $285 million from higher sulfur and ammonia input costs, and approximately $140 million from higher conversion costs, compared to the prior year

Higher expenses, resulting from maintenance turnarounds and initiatives to enhance asset integrity, further reduced gross margin by approximately $60 million.

Gross margin was also unfavorably impacted by higher water treatment costs of approximately $70 million, higher plant-related costs of approximately $30 million, higher demurrage and port costs of approximately $30 million and higher land reclamation costs of approximately $10 million.

In addition, lower finished goods and rock sales volumes unfavorably impacted gross margin by approximately $45 million.

These impacts were partially offset by favorable impacts from higher finished goods selling prices of approximately $450 million and lower blended rock costs of approximately $65 million.

Our average consumed price for ammonia in our North American operations increased to $468 per tonne in 2025 from $435 a year ago.

The average consumed price for sulfur for our North American operations decreased to $132 per long ton for the year ended December 31, 2024, from $181 in the prior year period.

The average consumed price for sulfur for our North American operations increased to $237 per long ton for the year ended December 31, 2025, from $132 in the prior year period.

The purchase price of these raw materials is driven by global supply and demand.

The consumed ammonia and sulfur prices also include transportation, transformation and storage costs.

The average consumed cost of purchased and produced rock increased to $85 per tonne in the current year, from $75 a year ago.

For the year ended December 31, 2024, our North American phosphate rock production decreased slightly to 9.0 million tonnes from 9.1 million tonnes in the prior year.

The Phosphates segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased to 6.3 million tonnes from 6.6 million in the prior year.

For the year ended December 31, 2024, our operating rate for processed phosphate production decreased slightly to 64%, compared to 65% in the same period of the prior year.

The average consumed cost of purchased and produced rock decreased to $80 per tonne in the current year, from $85 a year ago.

For the year ended December 31, 2025, our North American phosphate rock production increased to 9.5 million tonnes from 9.0 million tonnes in the prior year.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients remained materially unchanged at 6.3 million tonnes for both the current and prior year periods.

For the year ended December 31, 2025, our operating rate for processed phosphate production was 63%, compared to 64% in the same period of the prior year.

Potash Net Sales and Gross Margin

23 unchanged sentences

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

The Potash segment’s net sales decreased to $2.4 billion for the year ended December 31, 2024, compared to $3.2 billion in the prior year.

Lower average selling prices had an unfavorable impact on net sales of approximately $760 million versus the prior year period.

Net sales were also unfavorably impacted by approximately $70 million due to lower finished goods sales volumes compared to the prior period.

Our average finished product selling price was $273 per tonne for the year ended December 31, 2024, a decrease of $92 per tonne compared with the prior year period, due to the factor discussed in the Overview.

The Potash segment’s sales volumes decreased to 8.7 million tonnes for the year ended December 31, 2024, compared to 8.9 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment decreased to $643.2 million in the current year, from $1.2 billion in the prior year period.

Gross margin was unfavorably impacted by approximately $760 million due to the decrease in average selling prices, and approximately $50 million due to lower sales volumes.

This was partially offset by lower Canadian resource taxes of approximately $170 million in the current year period, as discussed below.

Gross margin was also favorably impacted by approximately $40 million, due to lower idle and maintenance turnaround costs in the current year period due to the timing of turnarounds.

In addition, gross margin was favorably impacted by lower conversion costs of approximately $30 million.

We had expense of $232.2 million from Canadian resource taxes for the year ended December 31, 2024 compared to $403.4 million in the prior year.

Royalty expense also decreased to $40.5 million for the year ended December 31, 2024 from $53.6 million in the prior year.

The fluctuations in Canadian resource taxes and royalties are due to lower sales volumes, average selling prices and margins in the current year, compared to the prior year.

For the year ended December 31, 2024, potash production increased to 8.8 million tonnes, compared to 8.2 million tonnes in the prior year period, resulting in an operating rate of 76% for 2024, compared to 73% for 2023.

The increased operating rate in the current year period reflects higher production across our Canadian mines, due to less maintenance downtime at our

Esterhazy and Belle Plaine locations and our Colonsay mine operating for a portion of the current year period.

Prior year production was impacted by maintenance downtime during the first half of the year.

The Potash segment’s net sales increased to $2.7 billion for the year ended December 31, 2025, compared to $2.4 billion in the prior year.

The increase was due to higher average selling prices and sales volumes, which favorably impacted net sales by approximately $265 million and $50 million, respectively, compared to the prior year period.

This was partially offset by an approximate $45 million reduction in freight revenue, reflecting lower freight rates and lower domestic sales volumes in the current year period.

Our average finished product selling price was $266 per tonne for the year ended December 31, 2025, an increase of $30 per tonne compared with the prior year period, due to the factor discussed in the Overview.

The Potash segment’s sales volumes increased to 9.0 million tonnes for the year ended December 31, 2025, compared to 8.7 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment increased to $870.0 million in the current year, from $643.2 million in the prior year period.

The increase was primarily driven by favorable finished goods pricing, which contributed approximately $265 million, and higher sales volumes, which contributed approximately $20 million, compared to the prior year period.

This was partially offset by higher Canadian resource taxes and royalty expenses of approximately $43 million, as discussed below, and higher conversion costs of approximately $25 million, compared to the prior year period.

We incurred $272.8 million of Canadian resource taxes for the year ended December 31, 2025 compared to $232.2 million in the prior year.

Canadian royalty expense also increased to $42.8 million for the year ended December 31, 2025 from $40.5 million in the prior year.

The fluctuations in Canadian resource taxes and royalties are a result of increases in our sales revenue and margins in the current year period compared to the prior year.

For the year ended December 31, 2025, potash production remained unchanged at 8.8 million tonnes, compared to the prior year period, resulting in an operating rate of 76% for 2025, compared to 77% for 2024.

Mosaic Fertilizantes Net Sales and Gross Margin

32 unchanged sentences

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

The Mosaic Fertilizantes segment’s net sales were $4.4 billion for the year ended December 31, 2024, compared to $5.7 billion for 2023.

In the current period, net sales were unfavorably impacted by approximately $870 million of lower finished goods sales prices and by approximately $350 million of lower finished goods sales volumes.

This was partially offset by a $20 million favorable impact from sales of other products, primarily sulfuric acid.

The overall average finished product selling price decreased $97 per tonne, to $490 per tonne for 2024, due to the decrease in global prices referenced in the Overview.

The Mosaic Fertilizantes segment’s sales volume decreased to 9.0 million tonnes for the year ended December 31, 2024, compared to 9.7 million tonnes for the prior year period, due to the change in strategic focus discussed in the Overview.

The Mosaic Fertilizantes segment’s net sales increased to $4.8 billion for the year ended December 31, 2025, from $4.4 billion for 2024.

The increase in net sales was driven by approximately $420 million of higher finished product sales prices, partially offset by lower finished good sales volumes, which unfavorably impacted net sales by approximately $25 million.

Additionally, both higher sales prices and volumes of other products, primarily gypsum, contributed positively, adding approximately $30 million to net sales.

The overall average finished product selling price increased $48 per tonne, to $488 per tonne for 2025, due to the factors discussed in the Overview.

The Mosaic Fertilizantes segment’s sales volume remained materially unchanged at 9.0 million tonnes for the year ended December 31, 2025, compared to the prior year period.

Gross margin for the Mosaic Fertilizantes segment increased to $492.0 million for the year ended December 31, 2025, from $406.6 million in the prior year.

The increase in gross margin was primarily due to the focus on obtaining margin over sales volume as discussed in the Overview and lower costs, which had a favorable impact of $1.13 billion, driven by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business.

This was partially offset by approximately $870 million related to the decrease in average selling prices during the current year period, and approximately $40 million due to lower sales volumes in the current year period.

This increase was primarily driven by higher average selling prices of approximately $420 million during the current year period.

This benefit was partially offset by approximately $280 million of higher production costs, primarily in our distribution operations, along with a decrease in sales volumes, which reduced gross margin by approximately $80 million, higher turnaround and idle costs of approximately $35 million and higher freight expenses of approximately $20 million.

Additionally, foreign currency changes positively impacted gross margin by approximately $80 million in the current year period.

Although gross margin increased from the prior year, our margin declined in the fourth

quarter of 2025, in part due to higher sulfur raw material cost and higher turnaround and idle costs due to downtime.

In December 2025, we temporarily idled our Fospar and Araxa facilities due to the high sulfur costs.

The average consumed price for ammonia for our Brazilian operations was $624 per tonne for the year ended December 31, 2025, compared to $627 per tonne in the prior year.

1 unchanged sentence

The purchase prices of these raw materials are driven by global supply and demand, and include transportation, transformation and storage costs.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 1% compared to the prior year.

For the year ended December 31, 2024, our phosphate operating rate was 78%, compared to 77% in the prior year.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients remained materially unchanged from the prior year period at 3.5 million tonnes.

For the years ended December 31, 2025 and 2024 our phosphate operating rate was 78%.

Our Brazilian phosphate rock production increased to 4.2 million tonnes for the year ended December 31, 2025 compared to 3.9 million for the prior year period.

1 unchanged sentence

In addition to our three operating segments, we assign certain costs to Corporate, Eliminations and Other, which is presented separately in Note 25 of our Notes to Consolidated Financial Statements.

The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives and the investment in equity securities of Ma'aden, debt expenses, corporate functional costs and the results of the China and India distribution businesses.

Gross margin for Corporate, Eliminations and Other was a loss of $131.9 million for the year ended December 31, 2024, compared to a gain of $81.9 million in the same period a year ago.

Gross margin was unfavorably impacted by higher elimination of profit on intersegment sales in the current year period of approximately $139 million, compared to the prior year.

Gross margin was also unfavorably impacted by a $101 million net unrealized loss on derivatives in the current year period, primarily foreign currency derivatives, compared to a $29 million net unrealized gain in the prior year period.

The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives and the investment in equity securities of Ma’aden, debt expenses, corporate functional costs, the results of the China and India distribution businesses and Mosaic Biosciences sales in China, India and North America.

Gross margin for Corporate, Eliminations and Other was a gain of $102.6 million for the year ended December 31, 2025, compared to a loss of $131.9 million in the same period a year ago.

Gross margin was favorably impacted by a $84.7 million net unrealized gain on derivatives in the current year period, primarily foreign currency derivatives, compared to an unrealized loss of $101 million in the prior year period.

Distribution operations in India and China had revenues and gross margin of $640.0 million and $88.0 million, respectively, for the year ended December 31, 2025, compared to revenues and gross margin of $519.6 million and $39.7 million, respectively, for the year ended December 31, 2024.

China and India gross margin was favorably impacted by lower product costs in the current year period compared to the prior year.

This was partially offset by the impact of lower selling prices compared to the prior year period.

China and India gross margin was favorably impacted by higher selling prices, partially offset by the impact of higher product costs in the current year period compared to the prior year.

Other Income Statement Items

2 unchanged sentences

Selling, general and administrative expenses $ 533.9 $ 496.9 $ 500.5 $ 37.0 7 % $ (3.6) (1) %

Impairment of goodwill 99.9 — — 99.9 NM — NM

Loss (gain) on assets sold and to be sold 157.3 — (56.5) 157.3 NM 56.5 (100) %

Other operating expenses 289.3 393.5 428.5 (104.2) (26) % (35.0) (8) %

2 unchanged sentences

Interest expense, net (187.7) (182.8) (129.4) (4.9) 3 % (53.4) 41 %

Foreign currency transaction (loss) gain (685.8) 194.0 97.5 (879.8) NM 96.5 99 %

Gain on sale of equity investment 522.2 — — 522.2 NM — NM

Other income (expense) 40.3 (76.8) (102.5) 117.1 NM 25.7 (25) %

Provision for income taxes 186.7 177.0 1,224.3 9.7 5 % (1,047.3) (86)

Foreign currency transaction gain (loss) 271.7 (685.8) 194.0 957.5 (140) % (879.8) NM

Gain on sale of equity investment — 522.2 — (522.2) (100) % 522.2 NM

Other income (expense) 307.4 40.3 (76.8) 267.1 NM 117.1 NM

Provision for income taxes 639.8 186.7 177.0 453.1 NM 9.7 5

Equity in net earnings of nonconsolidated companies 2.3 73.3 60.3 (71.0) (97) % 13.0 22 %

1 unchanged sentence

Selling, general and administrative expenses were $533.9 million for the year ended December 31, 2025, compared to $496.9 million for the same period a year ago.

The decrease was primarily due to approximately $20 million of lower consulting and professional services and lower compensation and other employee-related costs of approximately $15 million in the current year period.

This was largely offset by approximately $30 million of bad debt reserve in our Mosaic Fertilizantes segment.

The increase was primarily due to approximately $13 million in higher employee benefit costs and approximately $13 million in higher stock-based compensation compared to the prior year period, which reflected a benefit from a decline in the company’s stock price.

Additionally, we had approximately $12 million of higher amortization related to cloud computing arrangements compared to the prior year period.

Loss (Gain) on Assets Sold and to be Sold

In December 2025, we entered into an agreement to sell our Carlsbad, New Mexico potash mine.

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.

In 2025, we also completed the sale of our interest in the Taquari potash mine in Brazil, which resulted in a loss of approximately $66 million.

These losses were partially offset by a gain of approximately $94 million related to the completion of the sale of our idled Patos de Minas phosphate mining unit in Brazil.

See further discussion in Note 26 of our Notes to Consolidated Financial Statements.

Impairment of Goodwill

In 2025, we recognized a goodwill impairment charge of $96.3 million in our Mosaic Fertilizantes reporting unit.

We determined that its carrying value exceeded its estimated fair value due to a reduction in our long-term forecast based on recent market forecasts.

We also recorded an impairment of $3.6 million in our Potash reporting unit related to the anticipated sale and classification of our Carlsbad, New Mexico mine as held for sale as of December 31, 2025.

See further discussion in Note 10 of our Notes to Consolidated Financial Statements.

Other Operating Expenses

2 unchanged sentences

(1) AROs, (2) environmental and legal reserves, (3) idle facility costs, (4) insurance reimbursements, and (5) gain/loss on sale or disposal of fixed assets.

The change from the prior year was primarily due to an arbitration reserve of approximately $52 million in the current year.

Other operating expense was also impacted by lower estimated closure costs for our asset retirement obligations (“ AROs ”) at our closed facilities, which were approximately $53 million lower than the prior year.

In addition, environmental reserves in our Phosphates segment were lower compared to the prior year by approximately $13 million.

The prior year included a gain on the sale of the Streamsong Resort of approximately $57 million.

The change from the prior year was primarily due to lower environmental reserves in our Phosphate segment of approximately $33 million and lower asset retirement obligations (“ AROs ”) net present value adjustments of approximately $29 million.

The prior year included approximately $43 million related to an arbitration reserve for Miski Mayo.

Interest Expense, Net

Net interest expense increased to $187.7 million for the year ended December 31, 2025, compared to $182.8 million in 2024.

The increase was primarily due to higher short term debt levels in the current year period and lower interest income.

The prior year included approximately $10 million on tax credit refunds from our Brazilian subsidiaries.

Foreign Currency Transaction (Loss) Gain

In 2024, we recorded a foreign currency transaction loss of $685.8 million, compared to a gain of $194.0 million in 2023.

The loss was the result of the effect of the strengthening of the U.S.

The increase was primarily due to higher debt levels in the current year period.

Foreign Currency Transaction Gain (Loss)

In 2025, we recorded a foreign currency transaction gain of $271.7 million, compared to a loss of $685.8 million in 2024.

The gain was the result of the effect of the weakening of the U.S.

dollar relative to the Brazilian real on intercompany loans and U.S.

2 unchanged sentences

Our reported foreign currency gains and losses are often non-cash in nature because they are related to intercompany transactions.

Gain on Sale of Equity Investment

On December 24, 2024 we exchanged our 25% ownership of MWSPC for 111,012,433 shares of Ma’aden at a value of approximately $1.5 billion, resulting in a pre-tax gain, net of expenses, of $522.2 million.

See further discussion of this transaction in Note 9 of our Notes to Consolidated Financial Statements.

Other Income (Expense)

For the year ended December 31, 2025, we had other income of $307.4 million, compared to expense of $40.3 million in the prior year.

The change from the prior year is primarily due to an unrealized gain of approximately $28 million related to our investment in shares of Ma'aden being marked to market at period end.

In the current year we had a gain of approximately $8 million on the finalization of amounts related to the 2023 termination of a pension plan compared to a settlement loss of approximately $42 million in the prior year.

We also had a realized gain on the marketable securities held in the RCRA Trusts of approximately $2 million compared to a loss of $19 million in the prior year.

The significant increase from the prior year is primarily due to an unrealized gain of approximately $317 million related to our investment in shares of Ma’aden being marked to market at year-end, compared to an unrealized gain of approximately $28 million in the prior year period.

Provision for Income Taxes

6 unchanged sentences

The net expense relates to the following:

$99.9 million related to the impact of accruing withholding tax expense on expected foreign distributions associated with changes in management’s indefinite reinvestment assertion on select foreign earnings under ASC 740-30 (formerly APB 23), $7.1 million related to true-up of estimates from our U.S.

tax return provisions, $24.2 million related to changes to valuation allowances in Brazil, the Netherlands, and the U.S., $4.0 million related to share-based excess benefit, $2.5 million related to changes in tax rates and $6.2 million related to other

miscellaneous expenses.

The tax expenses are partially offset by a net tax benefit related to changes in U.S.

state tax law of $18.1 million.

$212.1 million primarily related to changes to valuation allowances in Brazil, $6.4 million related to share-based excess benefit, $23.3 million related to adjustments to accrued foreign tax credits, and $4.0 million related to other miscellaneous expenses.

The tax expenses are partially offset by a net tax benefit related to the tax effects of one-time notable items booked as discrete of $54.2 million, and the true-up of estimates from our U.S.

tax return provisions of $2.3 million .

On July 4, 2025, the U.S.

enacted budget reconciliation package H.R.

1 otherwise known as the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA includes a broad range of tax law changes, including the permanent extension of certain expired or expiring provisions of the Tax Cuts and Jobs Act and changes to certain other U.S.

tax provisions.

The legislation has multiple effective dates, with provisions effective beginning in 2025 and 2026.

The Company reflected the impact of the enacted provisions in its financial statements beginning in the third quarter, and there is no material change to our effective income tax rate for 2025.

In December 2023, the Financial Accounting Standards Board (“ FASB ”) issued guidance to provide more disaggregation of income tax disclosures mainly related to the reconciliations of the income tax rate and income taxes paid by jurisdiction.

We adopted this standard for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

While adoption of this standard resulted in enhanced disclosures, it did not have any impact to our results of operations, cash flows or financial condition.

See further discussion in Note 13 of our Notes to Consolidated Financial Statements.

Equity in Net Earnings of Nonconsolidated Companies

For the year ended December 31, 2024, we had a gain from equity of nonconsolidated companies of $73.3 million, net of tax, compared to a gain of $60.3 million, net of tax, for the prior year.

These results were primarily related to the operations of MWSPC.

For the year ended December 31, 2025, we had a gain from equity in net earnings of nonconsolidated companies of $2.3 million, net of tax, compared to a gain of $73.3 million, net of tax, for the prior year.

Prior year results were primarily related to the operations of MWSPC.

Critical Accounting Estimates

9 unchanged sentences

Growth rates for sales and profits are determined using inputs from our annual strategic and long range planning process.

The rates used to discount projected future cash flows reflect a weighted average cost of capital based on the Company’s industry, capital structure and risk premiums, including those reflected in the current market capitalization.

The rates used to discount projected future cash flows reflect a weighted average cost of capital based on

the Company’s industry, capital structure and risk premiums, including those reflected in the current market capitalization.

When preparing these estimates, management considers each reporting unit’s historical results, current operating trends and specific plans in place.

1 unchanged sentence

In addition, events and circumstances that might be indicators of possible impairment are assessed during other interim periods.

As of October 31, 2024, the date of our annual impairment testing, the Company concluded that the fair values of the reporting units which include goodwill, Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other, were in substantial excess of their respective carrying values and the goodwill for those units was not impaired.

As of October 31, 2025, the date of our annual impairment testing, the Company concluded that the carrying value of the Mosaic Fertilizantes reporting unit exceeded its estimated fair value due to a combination of an increase in carrying value and a reduction in our long-term forecast.

Therefore, we recorded a goodwill impairment charge of $96.3 million, representing the amount by which the carrying value exceeded the Mosaic Fertilizantes fair value.

Based on our quantitative analysis, we determined that our Potash and Corporate, Eliminations and Other, reporting units were in substantial excess of their respective carrying values and the goodwill for those units was not impaired.

See Note 10 of our Notes to Consolidated Financial Statements for additional information regarding the goodwill impairment analysis, including the methodologies and assumptions used in estimating the fair values of our reporting units.

19 unchanged sentences

In addition, we regularly perform post-mining evaluations to ensure we have established a sufficient liability to meet permitting requirements.

As of December 31, 2024 and 2023, $2.6 billion and $2.2 billion, respectively, was accrued for AROs (including both current and noncurrent amounts) in North and South America.

As of December 31, 2025 and 2024, $2.6 billion was accrued for AROs (including both current and noncurrent amounts) in North and South America.

In August 2016, Mosaic deposited $630 million into two trust funds as financial assurance to support certain estimated future AROs.

5 unchanged sentences

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized.

Significant judgment is required in evaluating the need for and magnitude of appropriate valuation allowances.

Significant judgment is required in evaluating the need for and magnitude of appropriate valuation

The realization of the Company’s deferred tax assets, specifically the evaluation of net operating loss carryforwards and foreign tax credit carryforwards, is dependent on generating certain types of future taxable income, using both historical and projected future operating results, the source of future income, the reversal of existing taxable temporary differences, taxable income in prior carry-back years (if permitted) and the availability of tax planning strategies.

6 unchanged sentences

Settlement of any particular position may require the use of cash.

Based upon an analysis of tax positions taken on prior year returns and expected positions to be taken on the current year return, management has identified gross uncertain income tax positions of $14.2 million as of December 31, 2024.

Any dividends from controlled foreign corporations are tax-free from a U.S.

9 unchanged sentences

We define liquidity as the ability to generate or access adequate amounts of cash to meet current cash needs.

We remain committed to a disciplined capital allocation strategy and assess our liquidity in terms of our ability to fund working capital requirements, fund sustaining and opportunistic capital projects, pursue strategic opportunities and make capital management decisions, which include making payments on and issuing indebtedness and making distributions to our stockholders, either

in the form of share repurchases or dividends.

Our liquidity is subject to general economic, financial, competitive and other factors that are beyond our control.

3 unchanged sentences

Our capital allocation priorities include maintaining our target investment grade metrics and financial strength, sustaining our assets, including ensuring the safety and reliability of our assets, investing to grow our business, either through organic growth or taking advantage of strategic opportunities, and returning excess cash to stockholders, including paying our dividend.

During 2024 we returned capital to our stockholders through share repurchases of $235.4 million and by paying dividends of $270.7 million.

During 2025 we returned capital to our stockholders by paying dividends of $280.4 million.

As of December 31, 2025, we had cash and cash equivalents of $276.6 million, marketable securities held in trusts to fund future obligations of $743.3 million, long-term debt including current maturities of $4.3 billion, short-term debt of $759.9 million and stockholders’ equity of $12.2 billion.

11 unchanged sentences

Funds generated by operating activities, available cash and cash equivalents and our revolving credit facility continue to be our most significant sources of liquidity.

We believe funds generated from the expected results of operations and available cash, cash equivalents and borrowings, either under our revolving credit facility or through long-term borrowings, will be sufficient to finance our operations, including our expansion plans, existing strategic initiatives and expected dividend payments for the foreseeable future.

We expect our capital expenditures to be approximately $1.5 billion in 2026.

7 unchanged sentences

These include obligations for contracts to purchase raw materials such as sulfur, ammonia, phosphate rock and natural gas, obligations to purchase raw materials for our international distribution activities and maintenance and services.

Other large cash obligations are our AROs and other environmental obligations, primarily related to our Phosphates and Mosaic Fertilizantes segments.

Other large cash obligations are our AROs and other environmental obligations, primarily related to our Phosphate and Mosaic Fertilizantes segments.

We expect to fund our AROs and other environmental obligations, purchase obligations, long-term debt and capital expenditures with a combination of operating cash flows, cash and cash equivalents and borrowings.

30 unchanged sentences

Net cash used in investing activities (1,309.5) (1,261.0) (1,317.2) (48.5) (4) % 56.2 4 %

Net cash used in financing activities (131.9) (1,480.5) (2,678.7) 1,348.6 91 % 1,198.2 45 %

Net cash provided by (used in) financing activities 452.0 (131.9) (1,480.5) 583.9 443 % 1,348.6 91 %

Operating Activities

2 unchanged sentences

Our results of operations, after non-cash adjustments to net earnings, contributed $1.8 billion to cash flows from operating activities during 2025, compared to $1.3 billion during 2024.

During 2024, we had a favorable change in assets and liabilities of $21.1 million, compared to $401.7 million in 2023.

The change in assets and liabilities for the year ended December 31, 2024, was primarily driven by unfavorable changes in inventories of $275.6 million and other current and long-term assets of $79.2 million.

These changes were mostly offset by favorable impacts from changes in accounts payable and accrued liabilities of $96.4 million and other noncurrent liabilities of $220.3 million.

The change in inventories was driven primarily by an increase in inventory volumes in Brazil.

The change in other current and noncurrent assets was primarily due to an increase in supplier prepayments and cloud computing costs in the current year.

The increase in accounts payable and accrued liabilities was primarily driven by the timing of payments.

The increase in other noncurrent liabilities was primarily due to an increase in environmental reserves in the current year.

During 2025, we had a unfavorable change in assets and liabilities of $1.0 billion, compared to a favorable change of $21.1 million in 2024.

The change in assets and liabilities for the year ended December 31, 2025, was primarily driven by unfavorable changes in inventories of $761.5 million and in accounts payable and accrued liabilities of $359.6 million.

These changes were partially offset by favorable changes in accounts receivable of $75.7 million and other noncurrent liabilities of $76.0 million.

The change in inventories was driven primarily by an increase in inventory levels primarily in Phosphate and Brazil due to slow market demand in the fourth quarter of 2025 and higher raw material prices across our segments in the current year.

The decrease in accounts payable and accrued liabilities were primarily driven by the timing of taxes and other payments.

The decrease in accounts receivable was primarily driven by lower sales at the end of 2025 compared to 2024.

The increase in other noncurrent liabilities was primarily related to increases in ARO obligations and environmental reserves in the current year.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was comparable to the same period a year ago at $1.3 billion, primarily driven by capital expenditures of $1.25 billion in 2024.

Net cash used in investing activities for the year ended December 31, 2025 was comparable to the same period a year ago at $1.3 billion, primarily driven by capital expenditures of $1.36 billion partially offset by proceeds from the sale of assets of $79.0 million in 2025.

Financing Activities

Net cash used in financing activities was $131.9 million for the year ended December 31, 2024, compared to $1.5 billion in the prior year.

In 2024, we made paid dividends of $302.6 million and made repurchases of our common stock for $235.4 million.

We also made net payments on our long-term debt of $3.1 million and had net payments on structured accounts payable of $17.7 million.

In 2024, we received net proceeds from short-term borrowings of $253.2 million.

Net cash provided by financing activities was $452.0 million for the year ended December 31, 2025, compared to net cash used in financing activities of $131.9 million in the prior year.

In 2025,we received net proceeds on long-term debt of $831.3 million primarily due to new senior notes of $900 million issued in November 2025.

We also received net proceeds of $100.7 million under our inventory financing arrangement and had net proceeds on structured accounts payable of $55.7 million in 2025.

This was partially offset by dividend payments of $300.6 million and net payments from short-term borrowings of $188.8 million.

Debt Instruments, Guarantees and Related Covenants

1 unchanged sentence

Financial Assurance Requirements

In addition to various operational and environmental regulations primarily related to our Phosphates segment, we incur liabilities for reclamation activities under which we are subject to financial assurance requirements.

In addition to various operational and environmental regulations primarily related to our Phosphate segment, we incur liabilities for reclamation activities under which we are subject to financial assurance requirements.

In various jurisdictions in which we operate, particularly Florida and Louisiana, we are required to pass a financial strength test or provide credit support, typically in the form of cash deposits, surety bonds or letters of credit.

37 unchanged sentences

In the event we do not meet either financial strength test, we could be required to seek an alternate financial strength test acceptable to state regulatory authorities or provide credit support, which may include surety bonds, letters of credit and cash escrows or trust funds.

Cash escrows or trust funds would be classified as restricted cash on our

Consolidated Balance Sheets.

Cash escrows or trust funds would be classified as restricted cash on our Consolidated Balance Sheets.

Assuming we maintain our current levels of liquidity and capital resources, we do not expect that these Florida and Louisiana requirements will have a material effect on our results of operations, liquidity or capital resources.

24 unchanged sentences

Income Tax Obligations

Gross uncertain tax positions as of December 31, 2024 of $14.2 million are not included in the other long-term obligations table presented above because the timing of the settlement of unrecognized tax benefits cannot be reasonably determined.

Gross uncertain tax positions as of December 31, 2025 of $1.4 billion are not included in the other long-term obligations table presented above because the timing of the settlement of unrecognized tax benefits cannot be reasonably determined.

For further discussion, refer to Note 13 of our Notes to Consolidated Financial Statements.

We are exposed to the impact of fluctuations in the relative value of currencies, fluctuations in interest rates, fluctuations in the purchase prices of natural gas, nitrogen, ammonia and sulfur consumed in operations, and changes in freight costs, as well as changes in the market value of our financial instruments.

We periodically enter into derivatives in order to mitigate our

interest rate risks, foreign currency risks and the effects of changing commodity prices and freight prices, but not for speculative purposes.

We periodically enter into derivatives in order to mitigate our interest rate risks, foreign currency risks and the effects of changing commodity prices and freight prices, but not for speculative purposes.

Unrealized mark-to-market gains and losses on derivatives are recorded in Corporate, Eliminations and Other.

7 unchanged sentences

dollars, but the costs are paid principally in Canadian dollars.

We generally enter into derivative instruments for a portion of the currency risk exposure on anticipated cash inflows and outflows, including outflows for capital expenditures denominated in Canadian dollars.

Mosaic hedges cash flows on a declining basis, up to 18 months for the Canadian dollar.

In July 2025, we discontinued hedging Canadian dollar transactions.

As of December 31, 2025, we continue to have open hedges remaining from the previous hedging program when we hedged cash flows on a declining basis, over 12 months.

A stronger Canadian dollar generally reduces these entities’ operating earnings.

2 unchanged sentences

Gains or losses on these derivative contracts, both for open contracts at quarter-end (unrealized) and settled contracts (realized), are recorded in either cost of goods sold or foreign currency transaction gain (loss).

The functional currency for our Brazilian subsidiaries is the Brazilian real.

The functional currency of our Brazilian subsidiaries is the Brazilian real.

We finance our Brazilian inventory purchases with U.S.

dollar-denominated liabilities.

We hedge a portion of cash flows on a declining basis, up to 12 months for the Brazilian real.

A stronger Brazilian real relative to the U.S.

dollar has the impact of reducing these liabilities on a functional currency basis.

When this occurs, an associated foreign currency transaction gain is recorded as non-operating income.

A weaker Brazilian real generally has the opposite effect.

We also enter into derivative instruments for a portion of our currency risk exposure on anticipated Brazilian real cash flows and record an associated gain or loss in either cost of goods sold or foreign currency transaction gain (loss) line in the Consolidated Statements of Earnings.

A stronger Brazilian real generally reduces our Brazilian subsidiaries operating earnings.

A weaker Brazilian real has the opposite effect.

We hedge the net Brazilian real exposure of our inventory production activities for up to four months, covering the operational cycle of the business.

A strengthening of the Brazilian real relative to the U.S.

has the impact of reducing these liabilities on a functional-currency basis.

When this occurs, the related foreign currency transaction gain is recorded as non-operating income.

A weakening of the Brazilian real generally has the opposite effect.

As discussed above, we have Canadian dollar, Brazilian real and other foreign currency exchange contracts.

As of December 31, 2025 and 2024, the fair value of our major foreign currency exchange contracts was an asset of $1.0 million and a liability of $82.6 million, respectively.

We recorded an unrealized loss of $108.0 million in cost of goods sold and recorded an unrealized loss of $2.1 million in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings for 2024.

We recorded an unrealized gain of $83.4 million in cost of goods sold and recorded an unrealized loss of $4.2 million in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings for 2025.

The table below provides information about Mosaic’s significant foreign exchange derivatives.

82 unchanged sentences

For example the Company is monitoring recently enacted standards in the European Union and California on climate change disclosure and is taking steps to address those new requirements.

We have expended, and anticipate that we will continue to expend, substantial financial and managerial resources to comply with EHS standards and to continue to improve our environmental stewardship.

In 2025, excluding capital expenditures arising out of the consent decrees referred to under “EPA RCRA Initiative” in Note 14 of our Notes to Consolidated Financial Statements, we expect environmental capital expenditures to total approximately $480 million, primarily related to:

(i) modification or construction of waste management infrastructure and water treatment systems;

(ii) construction and modification projects associated with Gypstacks and clay settling ponds at our Phosphates facilities and tailings management areas for our Potash mining and processing facilities;

(iii) upgrading or new construction of air pollution control equipment at some of the concentrates plants;

and (iv) capital projects associated with remediation of contamination at current or former operations.

We expect to continue investing significant financial and managerial resources to meet EHS requirements and strengthen our environmental stewardship efforts.

For 2026, excluding capital spending required under the consent decrees discussed in Note 14 (“EPA RCRA Initiative”), we project approximately $750 million in environmental capital expenditures.

These costs will primarily support:

• Waste management infrastructure and water treatment system upgrades or construction

• Construction and modification of Gypstacks and clay settling ponds at our Phosphate facilities, and tailings management areas at our Potash facilities

• Upgrades or new construction of air pollution control equipment at certain concentrates plants

• Remediation projects at current or former operating sites

Additional expenditures for land reclamation, Gypstack closure and water treatment activities are expected to total approximately $260 million in 2026.

1 unchanged sentence

We spent approximately $796 million and $545 million for the years ended December 31, 2025 and 2024, respectively, for environmental capital expenditures, land reclamation activities, Gypstack closure and water treatment activities.

No assurance can be given that greater-than-anticipated EHS capital expenditures or land reclamation, Gypstack closure or water treatment expenditures will not be required in 2025 or in the future.

Operating Requirements and Impacts

9 unchanged sentences

Federal Initiatives to Define “ Waters of the United States ”.

” The Clean Water Act (“ CWA ”) authorizes federal jurisdiction over “navigable waters,” defined in the Act as “waters of the United States” and often abbreviated as “WOTUS.” As it relates to Mosaic’s operations and facilities, the scope of the term WOTUS dictates legal requirements for our national pollutant discharge elimination system wastewater discharge permits and for impacts to surface waters and wetlands associated with our phosphate mining and some production operations.

A broad definition of WOTUS, and thus the scope of federal jurisdiction, increases the time required to identify wetlands and waterways subject to federal regulatory and permitting requirements, and the amount and type of mitigation required to compensate for impacts to jurisdictional WOTUS caused by our mining operations.

On May 25, 2023, the U.S.

Supreme Court issued its opinion in Sackett v EPA , which significantly limits water features that can be considered WOTUS and therefore subject to CWA Section 404 jurisdiction.

The Sackett decision is binding nationwide as to the determination of which wetlands and waters are subject to the CWA.

The Sackett decision invalidated the January 18, 2023 definition of WOTUS promulgated by EPA which had expanded federal jurisdiction.

In response to Sackett , EPA issued a final rule that became effective September 8, 2023 intended to conform its definition of WOTUS to the Sackett decision.

As a result of ongoing litigation, the January 2023 WOTUS rule, as “conformed” by the September 2023 rule, is being implemented in 23 states, including New Mexico.

In the other 27 states, including Florida, WOTUS is being interpreted consistent with the pre-2015 regulatory regime and the Supreme Court's Sackett decision.

Following the U.S.

Supreme Court’s 2023 decision in Sackett v.

EPA , the scope of “waters of the United States” (WOTUS) under the Clean Water Act has been significantly narrowed, limiting the water features subject to federal jurisdiction and affecting requirements for Mosaic’s permitting.

The Court’s decision invalidated EPA’s January 2023 WOTUS rule, leading EPA to issue a conforming final rule in September 2023 and, subsequently, joint EPA–U.S.

Army Corps guidance in March 2025 on applying Sackett’s “continuous surface connection” test, which clarified limits on adjacency and excluded ditches and intermittent features from jurisdiction.

A proposed revised WOTUS definition published in November 2025 aims to fully implement the Sackett decision and provide regulatory clarity, but until finalized, Sackett‑based interpretation remains the nationwide standard, resulting in more limited federal permitting requirements and a regulatory environment that continues to evolve as rulemaking and litigation progress.

Water Quality Regulations for Nutrient Discharges.

New nutrient regulatory initiatives could have a material effect on either us or our customers.

For example, the Mississippi River/Gulf of America Hypoxia Task Force was established by The

Environmental Protection Agency in 1997 to coordinate activities with twelve states within the Mississippi River Basin to reduce nutrient loading in streams and tributaries through regulatory and voluntary actions.

For example, the Mississippi River/Gulf of America Hypoxia Task Force was established by The Environmental Protection Agency in 1997 to coordinate activities with twelve states within the Mississippi River Basin to reduce nutrient loading in streams and tributaries through regulatory and voluntary actions.

The strategy calls for, among other matters, reduction of the flow of excess nutrients into the Gulf of America through state nutrient reduction frameworks, new nutrient reduction approaches and reduction of agricultural and urban sources of excess nutrients.

1 unchanged sentence

Through these heightened actions by the states, some are also leveraging groundwater protection initiatives to mandate nutrient use restrictions for fall applications in specific agricultural regions to limit nutrient losses.

While some of the legislative actions have changed application timing of nutrient use, we cannot overall predict what the requirements of any such legislative or regulatory action could be or whether or how it would affect us or our customers.

While some of the legislative actions have changed application timing of nutrient

use, we cannot overall predict what the requirements of any such legislative or regulatory action could be or whether or how it would affect us or our customers.

Reclamation Obligations.

25 unchanged sentences

In addition, in 2017 we issued a letter of credit in the amount of $50 million to further support our financial assurance obligation under the Florida 2015 Consent Decree.

While our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after a Gypstack has been closed, the funds on deposit in the RCRA Trusts can be drawn by the applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

While our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphate business over a period that may not end until three decades or more after a Gypstack has been closed, the funds on deposit in the RCRA Trusts can be drawn by the applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

If and when our estimated Gypstack Closure Costs with respect to the facilities associated with a RCRA Trust are sufficiently lower than the amount on deposit in that RCRA Trust, we have the right to request that the excess funds be released to us.

6 unchanged sentences

Climate Change

We are committed to meeting the challenges of crop nutrient and animal feed ingredient production while working to mitigate greenhouse gas emissions.

We are focused on strengthening our competitive position by meeting the evolving demands of crop nutrient and animal feed ingredient production while driving greater operating efficiency, thereby mitigating greenhouse gas emissions.

We have implemented innovative energy recovery technologies that result in our generation of much of the energy we need, particularly in our U.S.

Phosphates operations, from high efficiency heat recovery systems.

In 2021, we announced our goal to achieve net-zero greenhouse gas emissions companywide by 2040.

Phosphate operations, from high efficiency heat recovery systems.

Climate Change Regulation.

12 unchanged sentences

Each signatory is expected to develop its own plan (referred to as a Nationally Determined Contribution, or “ NDC ”) for reaching that goal.

formally withdrew from the Paris Agreement in January 2025.

withdrew from the Paris Agreement in January 2025.

Various legislative or regulatory initiatives relating to greenhouse gases have been adopted or considered by the U.S.

3 unchanged sentences

Brazil ratified the Paris Agreement in September 2016, committing to a NDC that includes economy-wide greenhouse gas reduction targets by 2035.

Since 2020, the Brazilian Congress has been active in proposing climate-related legislation and could approve new instruments to combat climate change in this current legislature.

Brazil expanded its climate and sustainability regulatory framework during 2024–2025.

In 2025, the government enacted a law that established the Brazilian Greenhouse Gas Emissions Trading System, which provides the basis for a regulated national carbon market.

Brazil also submitted an updated NDC in late 2024 that increases its 2035 greenhouse gas reduction target.

In 2025, Brazil adopted the National Energy Transition Policy, which introduces additional measures to accelerate renewable energy deployment and industrial decarbonization.

Canada’s intended NDC aims to achieve significant greenhouse gas emission reductions.

1 unchanged sentence

In the plans, the federal government also committed to implementing a federal carbon pricing backstop system that will apply in any province or territory that does not have a carbon pricing system in place by 2018.

As of April 1, 2024 a carbon tax of $80 per tonne now applies in Canada for any emitter not covered under the federal backstop program or approved provincial program.

A revised plan was submitted by Saskatchewan to the federal government in 2022, which was subsequently approved in its entirety in November 2022.

In 2025, the federal minimum (benchmark) carbon price increased to $95 per tonne and will continue to rise annually until it reaches $170 per tonne in 2030.

Our Saskatchewan Potash facilities are subject to the Saskatchewan climate change plan regarding emissions at our facilities;

however, indirect

costs from the carbon tax associated with electricity, natural gas consumption and transportation are currently passed through to Mosaic.

however, indirect costs from the carbon tax associated with electricity, natural gas consumption and transportation are passed through to Mosaic.

More stringent laws and regulations may be enacted to accomplish the goals set out in Canada’s NDC.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact our competitive advantage.

competitive advantage.

In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as China, India, former Soviet Union countries or Morocco, are less stringent than in our production regions, our competitors could gain cost or other competitive advantages over us.

30 unchanged sentences

Currently, we are involved or concluding involvement for offsite disposal at several Superfund or equivalent state sites.

Moreover, we previously have entered into settlements to resolve liability with regard to

Superfund or equivalent state sites.

Moreover, we previously have entered into settlements to resolve liability with regard to Superfund or equivalent state sites.

In some cases, such settlements have included “reopeners,” which could result in additional liability at such sites in the event of newly discovered contamination or other circumstances.

12 unchanged sentences

Through these efforts, we intend to sustain our business and experience lasting success.

We have included, or incorporate by reference, throughout this Form 10-K discussions of various matters relating to our sustainability, in its broadest sense, that we believe may be material to our investors.

We have included, or incorporated by reference, throughout this Form 10-K discussions of various matters relating to our sustainability, in its broadest sense, that we believe may be material to our investors.

These matters include, but are not limited to, discussions about:

42 unchanged sentences

• foreign exchange rates and fluctuations in those rates;

• maintaining strong liquidity, reliable access to capital markets and favorable credit ratings, as any constraints or downgrades could increase financing costs and limit our ability to execute strategic initiatives;

• tax regulations, currency exchange controls and other restrictions that may affect our ability to optimize the use of our liquidity;

26 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

25 unchanged sentences

We evaluated the Company’s ability to accurately estimate water treatment costs by comparing the Company’s prior year estimates to the actual water treatment costs incurred.

We performed sensitivity analyses over the volume of contaminated water and the unit costs assumptions to assess their impact on the water treatment costs estimate.

Due to the specialized skills and knowledge used by the Company to select water treatment activities, we involved an environmental engineering professional with specialized skills and knowledge.

7 unchanged sentences

Tampa, Florida

March 3, 2025

February 27, 2026

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

16 unchanged sentences

Tampa, Florida

March 3, 2025

February 27, 2026

Consolidated Statements of Earnings

6 unchanged sentences

Selling, general and administrative expenses 533.9 496.9 500.5

Loss (gain) on assets sold and to be sold 157.3 — ( 56.5 )

Impairment of goodwill 99.9 — —

Other operating expenses 289.3 393.5 428.5

1 unchanged sentence

Interest expense, net ( 187.7 ) ( 182.8 ) ( 129.4 )

Foreign currency transaction (loss) gain ( 685.8 ) 194.0 97.5

Foreign currency transaction gain (loss) 271.7 ( 685.8 ) 194.0

Gain on sale of equity investment — 522.2 —

18 unchanged sentences

Foreign currency translation gain (loss) 307.1 ( 495.6 ) 154.1

Net actuarial gain and prior service cost 10.9 20.1 19.7

Net actuarial gain (loss) and prior service cost ( 2.7 ) 10.9 20.1

Realized gain (loss) on interest rate swap ( 0.1 ) ( 0.1 ) 1.4

11 unchanged sentences

Inventories 3,363.0 2,548.4

Assets held for sale 73.5 —

Other current assets 445.8 563.8

13 unchanged sentences

Accrued liabilities 1,472.5 1,720.1

Liabilities held for sale 55.3 —

Total current liabilities 3,982.8 4,171.3

25 unchanged sentences

Share-based compensation expense 30.7 31.8 33.0

Impairment of goodwill 99.9 — —

Unrealized (gain) loss on derivatives ( 85.7 ) 104.1 ( 29.0 )

Foreign currency adjustments ( 267.1 ) 462.7 ( 94.0 )

(Gain) loss on sale of securities ( 2.4 ) 19.4 46.6

Loss (gain) on assets sold and to be sold 157.3 — ( 56.5 )

Pension settlement loss — — 42.4

Gain on sale of business — ( 56.5 ) —

Gain on sale of equity investment — ( 538.2 ) —

14 unchanged sentences

Acquisition of business — — ( 41.0 )

Proceeds from sale of assets 79.0 16.8 4.8

Other ( 2.6 ) 2.6 ( 5.3 )

15 unchanged sentences

Other ( 46.3 ) ( 32.0 ) ( 26.5 )

Net cash used in financing activities ( 131.9 ) ( 1,480.5 ) ( 2,678.7 )

Net cash provided by (used in) financing activities 452.0 ( 131.9 ) ( 1,480.5 )

Effect of exchange rate changes on cash 26.3 37.9 ( 2.8 )

22 unchanged sentences

Balance as of December 31, 2022 339.1 $ 3.4 $ — $ 14,203.4 $ ( 2,152.2 ) $ 139.6 $ 12,194.2

Total comprehensive income (loss) — — — 3,582.8 ( 260.4 ) 33.2 3,355.6

Total comprehensive income — — — 1,164.9 197.3 46.3 1,408.5

Vesting of restricted stock units 1.9 — ( 0.8 ) ( 53.4 ) — — ( 54.2 )

Stock based compensation — — 33.0 — — — 33.0

Stock option exercises — — 16.0 — — — 16.0

Repurchases of stock ( 30.8 ) ( 0.3 ) ( 506.3 ) ( 1,166.6 ) — — ( 1,673.2 )

Share repurchases, including tax of $ 6.4 million

( 16.9 ) ( 0.2 ) ( 32.2 ) ( 722.0 ) — — ( 754.4 )

Dividends ($ 0.85 per share)

— — — ( 351.0 ) — — ( 351.0 )

Dividends for noncontrolling interests — — — — — ( 38.0 ) ( 38.0 )

Equity to noncontrolling interests — — — — — ( 43.3 ) ( 43.3 )

Balance as of December 31, 2023 324.1 3.2 — 14,241.9 ( 1,954.9 ) 142.6 12,432.8

6 unchanged sentences

— — — ( 272.4 ) — — ( 272.4 )

Equity to noncontrolling interests — — — — — ( 43.3 ) ( 43.3 )

Dividends for noncontrolling interests — — — — — ( 31.9 ) ( 31.9 )

Balance as of December 31, 2024 316.9 3.2 2.1 13,926.1 ( 2,449.0 ) 132.3 11,614.7

2 unchanged sentences

Stock based compensation — — 30.7 — — — 30.7

Share repurchases, including tax of $ 2.1 million

( 7.9 ) — ( 29.7 ) ( 207.8 ) — — ( 237.5 )

Dividends ($ 0.88 per share)

9 unchanged sentences

We are organized into the following business segments:

• 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.

• 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.

These results are consolidated in the Phosphates segment.

Through December 24, 2024, the Phosphates segment included our prior 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

These results are consolidated in the Phosphate segment.

Through December 24, 2024, the Phosphate segment included our prior 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

On December 24, 2024, we exchanged our ownership of MWSPC for shares of Ma’aden.

4 unchanged sentences

We are a member of Canpotex, Limited (“ Canpotex ”), an export association of Canadian potash producers through which we sell our Canadian potash outside the U.S.

• Our Mosaic Fertilizantes business segment includes five Brazilian phosphate rock mines, four phosphate chemical plants and a potash mine in Brazil.

• Our Mosaic Fertilizantes business segment includes five Brazilian phosphate rock mines and four phosphate chemical plants in Brazil.

We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water port and throughput warehouse terminal facility in Brazil.

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

It also includes the results of Mosaic Biosciences sales in Brazil.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives and investment in equity securities of Ma’aden, debt expenses, the results of the China and India distribution businesses and Mosaic Biosciences sales in China, India and North America are included within Corporate, Eliminations and Other.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

Certain investments in companies in which we do not have control but have the ability to exercise significant influence are accounted for by the equity method.

All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Estimates

Preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods.

The most significant estimates made by management relate to the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities, including asset retirement obligations (“ ARO ”), and income tax-related accounts, including the valuation allowance against deferred income tax assets.

Preparation of the Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods.

obligations (“ ARO ”), and income tax-related accounts, including the valuation allowance against deferred income tax assets.

Actual results could differ from these estimates .

22 unchanged sentences

The timing of recognition of revenue related to our performance obligations may be different than the timing of collection of cash related to those performance obligations.

Payment terms vary by contract.

Specifically, we collect prepayments from certain customers in Brazil.

1 unchanged sentence

We generally satisfy our contractual liabilities within one quarter of incurring the liability.

To the extent prepayments are not collected from customers, payment terms are established based on the type of product, distributor capabilities and competitive market conditions, and do not exceed one year.

Other key revenue recognition accounting policies include:

• Shipping and handling costs are included as a component of cost of goods sold.

• Trade accounts receivable are recorded at the invoiced amount.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue.

• We generally expense sales commissions when incurred because the amortization period would have been one year or less.

6 unchanged sentences

These resource taxes and royalties are recorded in our cost of goods sold.

Our Canadian resource tax and royalty expenses were $ 272.7 million, $ 457.0 million and $ 1.0 billion during 2024, 2023 and 2022, respectively.

Our Canadian resource tax and royalty expenses were $ 315.6 million, $ 272.7 million and $ 457.0 million during 2025, 2024 and 2023, respectively.

We have approximately $ 60.8 million of assets recorded as of December 31, 2025 related to PIS and Cofins, which is a Brazilian federal value-added tax.

3 unchanged sentences

Should the Brazilian government determine that these are not valid credits upon audit, this could impact our results in such period.

We have recorded the PIS and Cofins credits at

amounts which we believe are probable of collection.

We have recorded the PIS and Cofins credits at amounts which we believe are probable of collection.

Information regarding PIS and Cofins taxes already audited is included in Note 23 of our Notes to Consolidated Financial Statements.

15 unchanged sentences

In the U.S., we sell our products to manufacturers, distributors and retailers primarily in the Midwest and Southeast.

We generally sell our principal products to a large number of customers.

At December 31, 2025 and 2024, one customer accounted for approximately 12 % and 11 %, respectively, of our trade accounts receivable.

We continually monitor the creditworthiness of our customers and general economic conditions to manage our credit risk exposure.

As such, we do not believe there is any significant collection risk.

Internationally, our potash products are sold primarily through Canpotex, an export association.

2 unchanged sentences

As of December 31, 2025 and 2024, there were $ 73.0 million and $ 65.1 million, respectively, of trade accounts receivable due from Canpotex.

During 2024, 2023 and 2022, sales to Canpotex were $ 884.3 million, $ 1.3 billion and $ 3.0 billion, respectively.

During 2025, 2024 and 2023, sales to Canpotex were $ 1.2 billion, $ 884.3 million and $ 1.3 billion, respectively.

Inventories of raw materials, work-in-process products, finished goods and operating materials and supplies are stated at the lower of cost or net realizable value.

9 unchanged sentences

Results could differ materially if actual selling prices differ materially from forecasted selling prices.

Charges for lower of cost or market are recognized in our Consolidated Statements of Earnings in the period when there is evidence of a decline of market value below cost.

Charges for lower of

cost or market are recognized in our Consolidated Statements of Earnings in the period when there is evidence of a decline of market value below cost.

Property, Plant and Equipment and Recoverability of Long-Lived Assets

59 unchanged sentences

13 Income Taxes

14 Accounting for Asset Retirement Obligations

15 Accounting for Derivative and Hedging Activities

14 Asset Retirement Obligations

15 Derivative Instruments and Hedging Activities

16 Fair Value Measurements

RECENTLY ISSUED ACCOUNTING GUIDANCE

In September 2022, the Financial Accounting Standards Board (“ FASB ”) issued guidance which requires that a buyer in a supplier financing program make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information.

We have historically presented supplier financing programs separately on the face of the balance sheet as structured accounts payable arrangements and disclosed key terms of such programs.

Payments and proceeds rollforward information on structured accounts payable arrangements has historically been provided on the face of the statement of cash flows.

As such, adoption of this standard did not impact our balance sheet presentation or footnote disclosures.

In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard is effective for fiscal years beginning after December 15, 2023 (our fiscal 2024), and interim periods within fiscal years beginning after December 15, 2024 (our fiscal 2025), with early adoption permitted.

The amendments are to be applied retrospectively to all prior periods presented in the financial statements.

We adopted this standard as of December 31, 2024.

While this standard required enhanced segment disclosures, adoption of this guidance did not have a material effect on our consolidated financial statements.

In December 2023, the FASB issued guidance to provide more disaggregation of income tax disclosures mainly related to the reconciliations of the income tax rate and income taxes paid by jurisdiction.

We expect the adoption of the standard to result in additional disaggregation of our income tax footnote disclosure.

We will begin providing the enhanced disclosure related to income taxes effective with our quarterly report of Form 10-Q for the quarter ending March 31, 2025.

We adopted this standard for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

While adoption of this standard resulted in enhanced disclosures, it did not have any impact to our results of operations, cash flows or financial condition.

In November 2024, the FASB issued guidance which requires more detailed disclosure about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions on the face of the income statement.

Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses.

These amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

These amendments are effective for

fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The disclosures may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact this new guidance will have on our disclosures.

We intend to apply this standard on a prospective basis and continue to evaluate the impact this new guidance will have on our disclosures.

Leasing Activity

127 unchanged sentences

Interest capitalized on major construction projects was $ 31.7 million, $ 42.3 million, and $ 35.2 million for 2025, 2024 and 2023, respectively.

Subsequent to December 31, 2024, we entered into an agreement to sell the closed Patos de Minas mine in Brazil which has minimal assets remaining.

EARNINGS PER SHARE

30 unchanged sentences

Non-cash investing and financing transactions related to assets acquired under capital leases were $ 9.0 million and $ 35.8 million for 2024 and 2023, respectively.

We had non-cash transactions related to the exchange of our 25% ownership MWSPC for 111,012,433 shares of Ma’aden at a value of approximately $ 1.5 billion, resulting in a gain before transaction expenses of $ 538.2 million.

In 2024,we had a non-cash transaction related to the exchange of our 25 % ownership MWSPC for 111,012,433 shares of Ma’aden at a value of approximately $ 1.5 billion, resulting in a gain before transaction expenses of $ 538.2 million.

Depreciation, depletion and amortization includes $ 1,022.1 million, $ 1,012.5 million and $ 958.9 million related to depreciation and depletion of property, plant and equipment and $ 27.8 million, $ 13.0 million and $ 1.7 million related to the amortization of intangible assets and cloud computing costs for 2025, 2024 and 2023, respectively.

3 unchanged sentences

Under this method, our equity in the net earnings or losses of the investments is reflected as equity in net earnings of non-consolidated companies on our Consolidated Statements of Earnings.

The effects of material intercompany transactions with these equity method investments are eliminated, including the gross profit on sales to and purchases from our equity-method investments which is deferred until the time of sale to the final third-party customer.

The effects of material intercompany transactions with these equity method investments are eliminated, including the the Company's economic interest in the gross profit on sales to and purchases from our equity-method investments which is deferred until the time of sale to the final third-party customer.

The cash flow presentation of dividends received from equity method investees is determined by evaluation of the facts, circumstances and nature of the distribution.

15 unchanged sentences

As of December 31, 2023, MWSPC represented 77 % of the total assets and 68 % of the total liabilities in the table above.

In 2024, 2023 and 2022 our share of equity in net earnings of MWSPC was $ 70.8 million, $ 57.6 million, and $ 194.5 million, respectively.

In 2024 and 2023 our share of equity in net earnings of MWSPC was $ 70.8 million, and $ 57.6 million, respectively.

On April 29, 2024, Saudi Arabian Mining Company (“ Ma’aden ”) and Mosaic entered into a Share Purchase and Subscription Agreement to exchange our 25 % ownership of the Ma’aden Wa’ad al Shamal Phosphate Company for 111,012,433 shares of Ma’aden.

3 unchanged sentences

They are carried at fair value based on the unadjusted quoted price on the Saudi Exchange (Tadawul), with the changes in fair value reported in non-operating income (expense).

At December 31, 2024, the unrealized gain on the Ma’aden shares was $ 28.3 million.

During 2025 and 2024, we had unrealized gains on the Ma’aden shares of $ 317.4 million and $ 28.3 million, respectively.

Canpotex is a Saskatchewan export association used by two Canadian potash producers to market, sell and distribute Canadian potash products outside of Canada and the U.S.

1 unchanged sentence

We have concluded that the sales to Canpotex are not at arm’s-length, due to the unique pricing and payment structure and financial obligations of the stockholders.

Therefore, the full profit on sales to Canpotex is eliminated until Canpotex no longer has control of the related inventory and has sold it to an unrelated third-party customer.

eliminate the intra-entity profit with Canpotex at the end of each reporting period and present that profit elimination by reversing revenue and cost of goods sold for the inventory remaining at Canpotex.

Therefore, the Company's economic interest in the profit on sales to Canpotex is eliminated until Canpotex no longer has control of the related inventory and has sold it to an unrelated third-party customer.

We eliminate the intra-entity profit with Canpotex at the end of each reporting period and present that profit elimination by reversing revenue and cost of goods sold for the inventory remaining at Canpotex.

Goodwill is carried at cost, not amortized, and represents the excess of the purchase price and related costs over the fair value assigned to the net identifiable assets of a business acquired.

7 unchanged sentences

Foreign currency translation 41.2 2.7 — 43.9

Impairment ( 3.6 ) ( 96.3 ) — ( 99.9 )

Balance as of December 31, 2025 $ 993.0 $ — $ 12.1 $ 1,005.1

1 unchanged sentence

In performing our assessment, we estimated the fair value of each of our reporting units using the income approach, also known as the discounted cash flow (“ DCF ”) method.

The income approach utilized the present value of cash flows to estimate fair value.

Our reporting unit fair value measurements are classified as Level 3 in the fair value hierarchy because they involve significant unobservable inputs and internal projections.

The future cash flows for our reporting units were projected based on our estimates, at that time, for revenue, operating income and other factors (such as working capital and capital expenditures for each reporting unit).

5 unchanged sentences

Finally, we compared our estimates of fair values for our reporting units, to our October 31, 2025 total public market capitalization, based on our common stock price at that date.

In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting the WACC, changes in our stock price and changes in the carrying values of our reporting units with goodwill.

In making this assessment, we considered, among other things, expectations of projected net sales and cash flows, assumptions impacting WACC, changes in our stock price and changes in the carrying values of our reporting units with goodwill.

We also considered overall business conditions.

The Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other reporting units were evaluated and not considered at risk of goodwill impairment at October 31, 2024.

As of December 31, 2024, $ 18.6 million of our goodwill was tax deductible.

As a result of our test, we concluded that the carrying value of our Mosaic Fertilizantes reporting unit was in excess of its fair value due to a combination of an increase in carrying value and a reduction in our long-term forecast due to recent market forecasts.

Therefore, we recognized a goodwill impairment charge of $ 96.3 million.

We also recognized an impairment of $ 3.6 million in our Potash reporting unit related to classifying our Carlsbad, New Mexico facility as held for sale.

The Potash and Corporate, Eliminations and Other reporting units were evaluated and not considered at risk of goodwill impairment at October 31, 2025.

As of December 31, 2025, $ 15.6 million of goodwill was deductible for tax purposes.

FINANCING ARRANGEMENTS

Mosaic Credit Facility

On August 19, 2021, we entered into a committed, unsecured, five-year revolving credit facility of up to $ 2.5 billion (the “ Mosaic Credit Facility ”), with a maturity date of August 19, 2026, which is intended to serve as our primary senior unsecured bank credit facility.

The Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with an outstanding principal amount of $ 100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

The Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness, which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0 , as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0 .

On May 16, 2025, we amended our committed, unsecured five-year revolving credit facility of up to $ 2.5 billion (the “ Amended and Restated Mosaic Credit Facility ”), extending the maturity date to May 16, 2030, from August 19, 2026.

This facility is intended to serve as our primary unsecured bank credit facility.

The Amended and Restated Mosaic Credit Facility also reduces the rates applicable to the unused commitment fees and provides us with additional flexibility under other restrictive covenants, compared to the facility prior to this amendment.

The Amended and Restated Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with outstanding principal amount of $ 100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

The Amended and Restated Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness (as defined), which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0 , as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0 .

We were in compliance with these ratios as of December 31, 2025.

The Mosaic Credit Facility also contains other events of default and covenants that limit various matters.

The Amended and Restated Mosaic Credit Facility also contains other events of default and covenants that limit various matters.

These provisions include limitations on indebtedness, liens, investments and acquisitions (other than capital expenditures), certain mergers, certain sales of assets and other matters customary for credit facilities of this nature.

As of December 31, 2024 and 2023, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $ 0.0 million and $ 10.5 million, respectively.

The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $ 2.50 billion and $ 2.49 billion as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, 2023 and 2022 unused commitment fees accrued at an average rate of 0.15 %, generating expenses of $ 3.8 million in each period.

As of December 31, 2025 and 2024, we had no outstanding letters of credit that reduced the availability of revolving loans under the Amended and Restated Mosaic Credit Facility.

The net availability for revolving borrowings under this facility was approximately $ 2.50 billion as of both December 31, 2025 and December 31, 2024.

In 2025, unused commitment fees accrued at a rate of 0.15 % through May 16, 2025, the date the credit facility was amended, and at a rate of 0.125 % thereafter, resulting in total expense of $ 3.4 million for the year.

For the years ended December 31, 2024 and 2023 unused commitment fees accrued at an average rate of 0.15 %, resulting in expenses of $ 3.8 million in each period.

Short-Term Debt

Short-term debt consists of the revolving credit facility under the Mosaic Credit Facility, under which there were no borrowings as of December 31, 2024, working capital financing arrangements and various other short-term borrowings related to our international operations in India, China and Brazil.

Short-term debt consists of the revolving credit facility under the Amended and Restated Mosaic Credit Facility, under which there were no borrowings as of December 31, 2025, working capital financing arrangements and various other short-term borrowings related to our international operations in India, China and Brazil.

These other short-term borrowings outstanding were $ 759.9 million and $ 847.1 million as of December 31, 2025 and 2024, respectively.

9 unchanged sentences

Cash received is presented as cash provided by operating activities in the Consolidated Statements of Cash Flows.

The Company sold approximately $ 430.7 million and $ 1.3 billion during December 31, 2024 and 2023, respectively, of accounts receivable under these arrangements.

The Company sold approximately $ 668.9 million and $ 430.7 million during 2025 and 2024, respectively, of accounts receivable under these arrangements.

Discounts on sold receivables were not material for any period presented.

6 unchanged sentences

As of December 31, 2025, we had $ 459.5 million outstanding under this program, with a weighted average interest rate of 3.99 % and a remaining average term of 10 days.

As of December 31, 2023, we had $ 399.5 million outstanding under this program, with a weighted average interest rate of 5.62 % and a remaining average term of nine days .

As of December 31, 2024, we had $ 609.2 million outstanding under this program, with a weighted average interest rate of 4.74 % and a remaining average term of 10 days.

We had additional outstanding bilateral letters of credit of $ 64.6 million as of December 31, 2025, which includes $ 50.0 million as required by the 2015 Consent Decrees as described further in Note 14 of our Consolidated Financial Statements.

Long-Term Debt, including Current Maturities

On, November 10, 2025, we issued new senior notes consisting of $ 500 million aggregate principal amount of 4.350 % due 2029 and $ 400 million aggregate principal amount of 4.60 % due 2030 (the “ Senior Notes of 2025 ”).

We have the following additional senior notes outstanding:

$ 700 million aggregate principal amount of 4.050 % senior notes due 2027 (the “ Senior Notes of 2017 ”), $ 400 million aggregate principal amount of 5.375 % due 2028 (the “ Senior Notes of 2023 ”);

and $ 500 million aggregate principal amount of 5.45 % senior notes due 2033 and $ 600 million aggregate principal amount of 5.625 % senior notes due 2043 (collectively, the “ Senior Notes of 2013 ”);

and $ 300 million aggregate principal amount of 4.875 % senior notes due 2041 (the “ Senior Notes of 2011 ”).

The Senior Notes of 2011, the Senior Notes of 2013, the Senior Notes of 2017, the Senior Notes of 2023 and the Senior Notes of 2025 are Mosaic’s senior unsecured obligations and rank equally in right of payment with Mosaic’s existing and future senior unsecured indebtedness.

The indenture governing these notes contains restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as other events of default.

In May 2023, we entered into a ten year senior unsecured term loan facility pursuant to which we can draw up to $ 700 million.

1 unchanged sentence

We may voluntarily prepay the outstanding principal without premium or penalty.

As of December 31, 2024 and 2023, $ 570 million and $ 500 million, respectively, has been drawn under

this facility.

As of December 31, 2025 and 2024, $ 570 million has been drawn under this facility.

Interest rates for the term loan are variable and are based on the Secured Overnight Financing Rate (“ SOFR ”) plus credit spread adjustments.

In 2023, we paid the outstanding balance of $ 900 million on our 4.25 % senior notes due November 15, 2023.

On, December 4, 2023, we issued new senior notes consisting of $ 400 million aggregate principal amount of 5.375 % due 2028 (the “ Senior Notes of 2023 ”).

We have the following additional senior notes outstanding:

$ 700 million aggregate principal amount of 4.050 % senior notes due 2027 (the “ Senior Notes of 2017 ”) $ 500 million aggregate principal amount of 5.45 % senior notes due 2033 and $ 600 million aggregate principal amount of 5.625 % senior notes due 2043 (collectively, the “ Senior Notes of 2013 ”);

and $ 300 million aggregate principal amount of 4.875 % senior notes due 2041 (the “ Senior Notes of 2011 ”).

The Senior Notes of 2011, the Senior Notes of 2013, the Senior Notes of 2017 and the Senior Notes of 2023 are Mosaic’s senior unsecured obligations and rank equally in right of payment with Mosaic’s existing and future senior unsecured indebtedness.

A debenture issued by Mosaic Global Holdings, Inc., one of our consolidated subsidiaries, due in 2028 (the “ 2028 Debenture ”), is outstanding as of December 31, 2025, with a balance of $ 147.1 million.

1 unchanged sentence

The obligations under the 2028 Debenture are guaranteed by the Company and several of its subsidiaries.

Long-term debt primarily consists of unsecured notes, finance leases, unsecured debentures and secured notes.

Long-term debt primarily consists of unsecured notes, unsecured debentures, our term loan, finance leases, and secured notes.

Long-term debt as of December 31, 2025 and 2024, respectively, consisted of the following:

33 unchanged sentences

Payments and proceeds rollforward information on structured payable arrangements are provided on the Consolidated Statements of Cash Flows.

During 2024, the interest expense component of such programs was $ 22.9 million.

During 2025 and 2024, the interest expense component of such programs were $ 21.9 million and $ 22.9 million, respectively.

Intercompany Loans

A portion of our debt is denominated in Brazilian reals.

We manage the net foreign currency exposure created by this debt through various means, including the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future.

Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings.

Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income (loss).

MARKETABLE SECURITIES HELD IN TRUSTS

In August 2016, Mosaic deposited $ 630 million into two trust funds (together, the “ RCRA Trusts ”) created to provide additional financial assurance in the form of cash for the estimated costs (“ Gypstack Closure Costs ”) of closure and long-term care of our Florida and Louisiana phosphogypsum management systems (“ Gypstacks ”), as described further in Note 14 of our Notes to Consolidated Financial Statements.

Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business;

Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphate business;

however, funds held in each of the RCRA Trusts can be drawn by the applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

58 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date .

Income (loss) before income taxes for 2025, 2024 and 2023 consisted of the following:

Years Ended December 31,

(in millions) 2025 2024 2023

Domestic earnings $ 159.5 $ ( 557.8 ) $ 121.6

Foreign earnings 1,053.4 873.2 1,204.3

Earnings (loss) from consolidated companies before income taxes $ 1,212.9 $ 315.4 $ 1,325.9

The provision for income taxes for 2025, 2024 and 2023 consisted of the following:

6 unchanged sentences

Federal $ ( 1.9 ) $ ( 0.1 ) $ 0.3

State 9.4 — —

( 1.8 ) ( 10.8 ) ( 3.0 )

4 unchanged sentences

Total deferred 257.2 ( 140.6 ) ( 265.6 )

Federal $ 38.8 $ ( 53.5 ) $ 51.3

State 20.2 ( 18.3 ) ( 2.7 )

580.8 258.5 128.4

Provision for income taxes $ 639.8 $ 186.7 $ 177.0

The components of earnings from consolidated companies before income taxes, and the effects of significant adjustments to tax computed at the federal statutory rate, were as follows:

The table below provides the updated requirements of ASU 2023-09 for 2025.

The effects of significant adjustments to tax computed at the federal statutory rate were as follows:

Years Ended December 31, 2025

(in millions) Amount Percent

Computed tax at the U.S.

federal statutory rate $ 254.7 21.0 %

State and local income taxes, net of federal income tax effect (1)

Effect of changes in tax laws or rates enacted in the current period — — %

Effect of cross-border tax laws

tax on Canadian branches, net of credits ( 95.5 ) ( 7.9 ) %

Global Intangible Low-Taxed Income, net of credits 42.3 3.5 %

Other 23.1 1.9 %

general basket foreign tax credits ( 45.4 ) ( 3.7 ) %

Other ( 7.3 ) ( 0.6 ) %

Changes in valuation allowances 101.8 8.4 %

Nontaxable or nondeductible items

Percentage depletion in excess of basis ( 20.5 ) ( 1.7 ) %

Corporate expenses paid on behalf of foreign subsidiaries 15.5 1.3 %

Other 10.7 0.9 %

Foreign tax effects

Book loss on sale of the Taquari mine 22.3 1.8 %

Changes in valuation allowances 207.3 17.1 %

Other 53.7 4.4 %

Withholding tax on interest 18.7 1.5 %

Statutory tax rate difference between Canada and U.S.

( 40.1 ) ( 3.3 ) %

Provincial taxes 68.1 5.6 %

Other ( 14.7 ) ( 1.2 ) %

Withholding tax on dividends 14.1 1.2 %

Statutory tax rate difference between Peru and U.S.

Other 15.4 1.3 %

Other foreign jurisdictions 7.7 0.6 %

Worldwide changes in unrecognized tax benefits ( 3.1 ) ( 0.3 ) %

Other Adjustments

Domestic federal

Estimated loss on sale of Carlsbad ( 24.3 ) ( 2.0 ) %

Other 6.5 0.5 %

Effective tax rate $ 639.8 52.7 %

(1) State taxes in Minnesota made up the majority (greater than 50 percent) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effects of significant adjustments to tax computed at the federal statutory rate, were as follows:

Years Ended December 31,

(in millions) 2024 2023

earnings (loss) $ ( 557.8 ) $ 121.6 $ 1,587.8

earnings 873.2 1,204.3 3,054.7

Earnings (loss) from consolidated companies before income taxes $ 315.4 $ 1,325.9 $ 4,642.5

Computed tax at the U.S.

20 unchanged sentences

The net expense relates to the following:

$ 212.1 million primarily related to changes to valuation allowances in Brazil, $ 6.4 million related to share-based excess benefit, $ 23.3 million related to adjustments to accrued foreign tax credits, and $ 4.0 million related to other miscellaneous expenses.

The tax expenses are partially offset by a net tax benefit related to the tax effects of one-time notable items booked as discrete of $ 54.2 million, and the true-up of estimates from our U.S.

tax return provisions of $ 2.3 million .

2024 Effective Tax Rate

In the year ended December 31, 2024, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period.

The tax impact of our ordinary business operations is affected by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

For the year ended December 31, 2024, tax expense specific to the period included a net expense of $ 125.9 million.

The net expense relates to the following:

$ 99.9 million related to the impact of accruing withholding tax expense on expected foreign distributions associated with changes in management’s indefinite reinvestment assertion on select foreign earnings under ASC 740-30 (formerly APB 23), $ 7.1 million related to true-up of estimates from our U.S.

10 unchanged sentences

$ 38.1 million related to true-up of estimates primarily related to our U.S.

tax return, $ 24.4 million related to changes to

valuation allowances in Brazil, and $ 11.6 million related to an increase in a U.S.

tax return, $ 24.4 million related to changes to valuation allowances in Brazil, and $ 11.6 million related to an increase in a U.S.

deferred tax asset.

The tax benefits are partially offset by a net tax cost of $ 29.3 million related to income tax expense on undistributed earnings and $ 1.4 million of other miscellaneous costs.

2022 Effective Tax Rate

In the year ended December 31, 2022, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period.

The tax impact of our ordinary business operations is affected by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion, by a benefit associated with non-U.S.

incentives, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Tax expense specific to the period included a net expense of $ 26.2 million.

The net expense relates to the following:

$ 29.0 million related to true-up of estimates primarily related to our U.S.

tax return, $ 4.8 million related to changes to valuation allowances in Brazil, $ 4.0 million related to interest of effectively settled unrecognized tax benefits and $ 1.2 million of other miscellaneous costs.

The tax expenses are partially offset by a net tax benefit related to $ 12.8 million of RSUs vested in CY22 above grant price.

Net cash paid (refunds received) for income taxes consisted of the following:

Years Ended December 31,

(in millions)

2025 2024 2023

$ ( 10.8 ) $ — $ —

state and local

Canada federal 148.7 — —

Saskatchewan 80.5 — —

Canada other provincial

Cash paid (refunds received) for income taxes (prior to ASU 2023-09)

— 337.0 385.6

Net cash paid (refunds received) for income taxes

$ 321.3 $ 337.0 $ 385.6

Deferred Tax Liabilities and Assets

33 unchanged sentences

Approximately $ 1.2 billion of our net operating loss carryforwards relate to Brazil and can be carried forward indefinitely but are limited to 30 percent of taxable income each year.

The Company established a valuation allowance against a portion of Brazil’s net operating loss carryforwards and other deferred tax assets of $ 261 million as of December 31, 2025 based on the likelihood that the net operating losses will not be used in the future.

The majority of the remaining net operating loss carryforwards relate to U.S.

1 unchanged sentence

states and can be carried forward indefinitely.

Of the $ 1.4 billion of foreign tax credits, approximately $ 222.1 million have an expiration date of 2026, approximately $ 18.5 million have an expiration date of 2029, approximately $ 14.7 million have an expiration date of 2030 and approximately $ 52.2 million have an expiration date of 2034.

Of the $ 1.6 billion of foreign tax credits, approximately $ 320.8 million relates to general basket foreign tax credits of which $ 228.1 million have an expiration date of 2026, approximately $ 16.2 million have an expiration date of 2029, approximately $ 14.7 million have an expiration date of 2030, approximately $ 31.1 million have an expiration date of 2034, and approximately $ 30.7 million have an expiration date of 2035.

The realization of our foreign tax credit carryforwards is dependent on market conditions, tax law changes and other business outcomes including our ability to generate certain types of taxable income in the future.

2 unchanged sentences

tax law due to the Tax Cuts and Jobs Act, the Company recorded valuation allowances against its branch basket foreign tax credits of $ 1.2 billion as of December 31, 2025.

As of December 31, 2024, we have not recognized a deferred tax liability for un-remitted earnings of approximately $ 873.7 million from certain foreign operations because we believe our subsidiaries have invested the undistributed earnings indefinitely, or the earnings will be remitted in a tax-neutral transaction.

As of December 31, 2025, we have not recognized a deferred tax liability for un-remitted earnings from certain foreign operations because we believe our subsidiaries have invested the undistributed earnings indefinitely, or the earnings will be remitted in a tax-neutral transaction.

It is not practicable for us to determine the amount of unrecognized deferred tax liability on these reinvested earnings.

8 unchanged sentences

For the year ended December 31, 2025, the valuation allowance increased by $ 336.7 million, of which a $ 110.8 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, $ 229.6 million related to changes in valuation allowances and currency translation in Brazil and a $ 5.3 million increase related to changes in valuation allowances in Peru.

These increases to the valuation allowance were partially offset by a decrease of $ 1.5 million related to changes in the valuation allowance to U.S.

state net operating losses and tax credits, $ 6.0 million related to changes in valuation allowances in Canada and $ 1.5 million related to changes in valuation allowances in other foreign jurisdictions.

For the year ended December 31, 2024, the valuation allowance increased by $ 107.4 million, of which a $ 105.4 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, $ 11.3 million related to changes in the valuation allowance to U.S.

4 unchanged sentences

These increases to the valuation allowance were partially offset by a decrease of $ 12.7 million related to changes in valuation allowances and currency translation in Brazil and $ 6.5 million changes in valuation allowances in other foreign jurisdictions.

For the year ended December 31, 2022 the valuation allowance increased by $ 135.2 million, of which a $ 83.6 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, a $ 13.2 million increase related to changes in valuation allowances and currency translation in Brazil and $ 46.8 million changes in valuation allowances in other foreign jurisdictions.

These increases to the valuation allowance were partially offset by a decrease of $ 1.5 million to net operating losses for certain U.S.

states and $ 7.0 million changes in valuation allowances in other foreign jurisdictions.

Changes to our income tax valuation allowance were as follows:

7 unchanged sentences

Accounting for uncertain income tax positions is determined by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized.

This minimum threshold is that a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

This minimum threshold is that a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related

appeals or litigation processes, based on the technical merits of the position.

The tax benefit to be recognized is measured as the largest amount of benefit that is greater than a fifty percent likelihood of being realized upon ultimate settlement.

As of December 31, 2024, we had $ 14.2 million of gross uncertain tax positions.

If recognized, the benefit to our effective tax rate in future periods would be approximately $ 11.5 million of that amount.

During 2024 we recorded net decreases in our uncertain tax positions of $ 11.6 million related to certain U.S.

tax matters, of which $ 11.1 million impacted the effective tax rate.

This decrease was offset by items not included in gross uncertain tax positions.

Based upon the information available as of December 31, 2024, it is reasonably possible that the amount of unrecognized tax benefits will change in the next twelve months;

however, the change cannot reasonably be estimated.

During 2025, gross unrecognized tax benefits increased to $ 1.4 billion.

The increase is primarily related to establishing an unrecognized tax benefit on a potential tax loss in the U.S.

associated with the expected divestiture of the Taquari mine that was acquired as part of the Vale acquisition.

In December, the Company applied to the Internal Revenue Services’ Pre-Filing Agreement Program to evaluate the amount and nature of the loss.

If recognized, approximately $ 1.4 billion in unrecognized tax benefits would affect our effective tax rate, other deferred tax assets, and net earnings in future periods.

A summary of gross unrecognized tax benefit activity is as follows:

22 unchanged sentences

Based on the information available, we do not anticipate significant changes to our unrecognized tax benefits as a result of these examinations other than the amounts discussed above.

We are currently under audit by the Canada Revenue Agency for the tax year ended December 31, 2020.

Based on the information available, we do not anticipate significant changes to our unrecognized tax benefits as a result of these examinations other than the amounts discussed above .

ASSET RETIREMENT OBLIGATIONS

10 unchanged sentences

(v) remove all surface structures and equipment, plug and abandon mine shafts, contour and revegetate, as necessary, and monitor for five years after closing our Carlsbad, New Mexico facility;

(vi) decommission facilities, manage tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives;

(vi) decommission

facilities, manage tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives;

(vii) decommission mines in Brazil and Peru;

10 unchanged sentences

Foreign currency translation 37.8 ( 69.8 )

Held for sale/disposed ( 62.1 ) —

AROs, end of period 2,601.9 2,572.2

4 unchanged sentences

For financial reporting purposes, we recognize our estimated Gypstack Closure Costs at their present value.

This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities.

As of December 31, 2024 and 2023, the present value of our North American Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately $ 1.5 billion and $ 1.2 billion, respectively.

This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other non-current liabilities.

As of December 31, 2025 and 2024, the present value of our North American Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately $ 1.5 billion, respectively.

As discussed below, we have arrangements to provide financial assurance for the estimated Gypstack Closure Costs associated with our facilities in Florida and Louisiana.

2 unchanged sentences

Environmental Protection Agency (“ EPA ”), the U.S.

Department of Justice (“ DOJ ”), the Florida Department of Environmental Protection (“ FDEP ”) and the Louisiana Department of Environmental Quality on the terms of

two consent decrees (collectively, the “ 2015 Consent Decrees ”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana.

Department of Justice (“ DOJ ”), the Florida Department of Environmental Protection (“ FDEP ”) and the Louisiana Department of Environmental Quality on the terms of two consent decrees (collectively, the “ 2015 Consent Decrees ”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana.

This followed a 2003 announcement by the EPA Office of Enforcement and Compliance Assurance that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S.

7 unchanged sentences

As part of the CF Phosphate Assets Acquisition, we assumed certain AROs related to Gypstack Closure Costs at both the Plant City Facility and a closed Florida phosphate concentrates facility in Bartow, Florida (the “ Bonnie Facility ”) that we acquired.

Associated with these assets are two related financial assurance arrangements for which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these facilities.

Associated with these assets are two related financial assurance arrangements for

which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these facilities.

Pursuant to federal or state laws, the applicable government entities are permitted to draw against such amounts in the event we cannot perform such closure activities.

9 unchanged sentences

The aggregate amount represented by the Plant City Bond exceeds the present value of the aggregate amount of ARO associated with that facility.

This is because the amount of financial assurance we are required to provide represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after the Gypstack has been closed, whereas the ARO included in our Consolidated Balance Sheet reflects the discounted present value of those estimated amounts.

This is because the amount of financial assurance we are required to provide represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphate business over a period that may not end until three decades or more after the Gypstack has been closed, whereas the ARO included in our Consolidated Balance Sheet reflects the discounted present value of those estimated amounts.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

43 unchanged sentences

As of December 31, 2025, our foreign currency contracts were Level 2.

Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component

of cost of goods sold in our Corporate, Eliminations and Other segment or foreign currency transaction gain (loss).

Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment or foreign currency transaction gain (loss).

As of December 31, 2025 and 2024, the gross asset position of our foreign currency derivative instruments was $ 3.3 million and $ 3.1 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 2.3 million and $ 86.1 million, respectively and is included in Accrued Liabilities in the Consolidated Balance Sheets.

6 unchanged sentences

Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment.

As of December 31, 2024 and 2023, the gross asset position of our commodity derivative instruments was zero , and the gross liability position of our commodity derivative instruments was $ 1.7 million and $ 9.2 million, respectively.

As of December 31, 2025 and 2024, the gross asset position of our commodity

derivative instruments was zero , and the gross liability position of our commodity derivative instruments was $ 0.4 million and $ 1.7 million, respectively.

Interest Rate Derivatives – We manage interest expense through interest rate contracts to convert a portion of our fixed-rate debt into floating-rate debt.

35 unchanged sentences

Defined Benefit

During fiscal 2022, we terminated the defined benefit pension plan in the U.S, which was frozen at the time of termination.

In connection with the plan termination, we settled all future obligations under the terminated plan through a combination of lump-sum payments to eligible participants who elected to receive them through a lump-sum window, and the transfer of any remaining benefit obligations under the terminated plans to a third-party insurance company under a group annuity contract.

As a result of these actions, we recognized a non-cash pre-tax pension settlement charge of $ 41.9 million in our 2022 Consolidated Statements of Earnings in Other income (expense).

We sponsor various defined benefit pension plans in Canada, which are closed to new participants.

21 unchanged sentences

Plan amendments 1.5 —

Liability (gain)/loss due to curtailment/settlement — ( 9.3 )

Projected benefit obligation at end of period $ 122.6 $ 114.6

51 unchanged sentences

APBO at beginning of year $ 54.3 $ 74.4

Service cost — 0.1

Interest cost 6.6 7.4

2 unchanged sentences

Benefits paid ( 1.4 ) ( 1.1 )

Net increase (decrease) in liability from acquisitions/disposals 0.3 —

APBO at end of year $ 65.2 $ 54.3

31 unchanged sentences

Our repurchase programs allow the Company to repurchase shares of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise and have no set expiration date.

During the year ended December 31, 2024, we repurchased 7,944,507 shares of Common Stock in the open market for approximately $ 235.4 million at an average purchase price per share of $ 29.63 .

On February 24, 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “ 2023 ASR Agreement ”) with a third-party financial institution to repurchase $ 300 million of our Common Stock.

At inception, we paid the financial institution $ 300 million and took initial delivery of 4,659,290 shares of our Common Stock, representing an estimated 80 % of the total shares expected to be delivered under the 2023 ASR Agreement.

In March 2023, the transaction was completed and we received an additional 965,284 shares of Common Stock.

In total, 5,624,574 shares were delivered under the 2023 ASR Agreement, at an average purchase price of $ 53.34 per share.

During the year ended December 31, 2025, we made no share repurchases.

During the year ended December 31, 2024, we repurchased 7,944,507 shares of Common Stock in the open market for approximately $ 235.4 million, at an average purchase price per share of $ 29.63 .

This includes the 5,624,574 shares purchased under the 2023 ASR Agreement.

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, our ability to access capital resources, our liquidity and corporate, regulatory and other considerations.

8 unchanged sentences

Our employees, officers, directors, consultants, agents, advisors and independent contractors, as well as other designated individuals, are eligible to participate in the 2014 Stock and Incentive Plan.

The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “ Omnibus Plan ”), which was approved by our stockholders and became effective in 2004 and subsequently amended, provided for the grant of shares and share options to employees for up to 25 million shares of common stock.

While awards may no longer be made under the Omnibus Plan, it will remain in effect with respect to the awards that had been granted thereunder prior to its termination.

Mosaic settles stock option exercises, restricted stock units and certain performance units and performance shares with newly issued common shares.

7 unchanged sentences

Assumptions used to calculate the fair value of stock options awarded in 2017 are noted in the following table.

There were no stock options granted or issued in 2024, 2023 or 2022.

Expected volatility is based on the simple average of implied and historical volatility using the daily closing prices of the Company’s stock for a period equal to the expected term of the option.

15 unchanged sentences

Exercisable as of December 31, 2025 0.3 $ 29.80 0.85 $ —

There were no stock options granted or issued in 2024 or 2023.

Restricted Stock Units

45 unchanged sentences

The unrecognized compensation cost is expected to be recognized over a weighted-average period of one year .

No options vested in 2024, 2023 and 2022.

We received $ 16.0 million from exercises of share-based payment arrangements for 2022.

There was $ 0.6 million in cash received from exercises of share-based payment arrangements for 2025.

There was no cash received from exercises of share-based payment arrangements for 2024 and 2023.

1 unchanged sentence

We lease certain plants, warehouses, terminals, office facilities, railcars and various types of equipment under operating leases, some of which include rent payment escalation clauses, with lease terms ranging from one to 43 years.

In addition to minimum lease payments, some of our office facility leases require payment of our proportionate share of real estate taxes

and building operating expenses.

In addition to minimum lease payments, some of our office facility leases require payment of our proportionate share of real estate taxes and building operating expenses.

Our future obligations under these leases are included in Note 4 of our Notes to Consolidated Financial Statements.

We also have purchase obligations to purchase goods and services, primarily for raw materials used in products sold to customers.

In 2013, we entered into an ammonia supply agreement with CF that commenced in 2017, under which Mosaic agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price tied to the prevailing price of U.S.

This agreement ended effective January 1, 2025.

We have long-term agreements for the purchase of sulfur, which is used in the production of phosphoric acid, and natural gas, which is a significant raw material used primarily in the solution mining process in our Potash segment as well as in our phosphate concentrates plants.

19 unchanged sentences

and (iii) third-party Superfund or state equivalent sites.

At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination.

Spills or other releases of regulated substances, subsidence from mining operations and other incidents arising out of operations, including accidents, have occurred previously at these facilities and potentially could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings.

In some instances, pursuant to consent orders or agreements with governmental agencies, we are

undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination.

Spills or other releases of regulated substances, subsidence at our facilities and other incidents arising out of operations, including accidents, have occurred previously at these facilities, and potentially could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings.

In some instances, pursuant to consent orders or agreements with governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination.

At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.

Taking into consideration established reserves of approximately $ 192.2 million and $ 197.5 million as of December 31, 2025 and 2024, respectively, of which $ 87.9 million and $ 90.8 million are included in Accrued Liabilities and $ 104.3 million and $ 106.7 million in Other Non Current Liabilities in the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters.

Below is a discussion of certain environmental matters.

However, material expenditures could be required in the future to remediate the impacts at known sites or at other current or former sites or as a result of other environmental, health and safety matters.

Below is a discussion of the more significant environmental matters.

New Wales Phase II East Stack.

In April 2022 we confirmed the presence of a cavity in and liner tear beneath the southern part of the active phosphogypsum stack at the Company’s New Wales facility in Florida.

This resulted in process water draining beneath the stack.

The circumstances were reported to the FDEP and the EPA.

This resulted in process water

draining beneath the stack.

The circumstances were reported to the FDEP and EPA.

Phase I of the repairs, consisting of stabilizing the cavity by depositing low pressure grout into it, began in July 2022 and now is complete.

Phase II work, which consists of injecting high pressure grout beneath the stack to restore the geological confining layer beneath it, began in early in 2023 and the work is now complete.

As of December 31, 2024 we have a reserve of $ 14.7 million, included in the above amount, for the estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

As of December 31, 2025 we have a reserve of $ 3.4 million, for estimated water management and other costs associated with this event.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any.

New Wales Phase II West Stack.

2 unchanged sentences

We have begun repairs;

stabilization grouting is now complete and high-pressure grouting began in October 2024.

stabilization grouting is complete and high-pressure grouting, which began in October 2024, is expected to conclude in the first half of 2026.

The area of the stack is not in use for either process water storage or additional gypsum placement.

1 unchanged sentence

No offsite impacts are known or expected.

As of December 31, 2024 we have a reserve of $ 81.5 million, included in the above established reserves, for estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

As of December 31, 2025 we have a reserve of $ 65.1 million, for estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss.

EPA RCRA Initiative.

We have certain financial assurance and other obligations under consent decrees and a separate financial assurance arrangement relating to our facilities in Florida and Louisiana.

These obligations are discussed in Note 14 of our Notes to Consolidated Financial Statements.

These obligations are discussed in Note 14 of our Notes to Consolidated Financial Statements in this Form 10-K.

Other Environmental Matters.

17 unchanged sentences

Brazil Legal Contingencies

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 559.2 million.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 69.4 million, which is included in our accrued liabilities in our Consolidated Balance Sheets at December 31, 2025.

4 unchanged sentences

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings relating to various non-income tax matters.

We estimate that our maximum potential liability with respect to these matters is approximately $ 601.8 million, of which $ 204.0 million is subject to an indemnification agreement entered into with Vale S.A in connection with an acquisition.

We estimate that our maximum potential liability with respect to these matters is approximately $ 751.9 million, of which $ 200.1 million is subject to an indemnification agreement entered into with Vale S.A in connection with the acquisition of certain mining assets and facilities.

Approximately $ 431.4 million of the maximum potential liability relates to a Brazilian federal value added tax, PIS and COFINS, and tax credit cases, while the majority of the remaining amount relates to various other non-income tax cases.

6 unchanged sentences

We enter into transactions and agreements with certain of our non-consolidated companies and other related parties from time to time.

As of December 31, 2024 and 2023, we had amounts included in Accounts Receivable and Accounts Payable on our Consolidated Balances due to our non-consolidated companies of which the net amount totaled $ 46.5 million and $ 0.8 million, respectively.

As of December 31, 2025, we had amounts included in Accounts Receivable and Accounts Payable on our Consolidated Balances due from our non-consolidated companies of which the net amount totaled $ 10.0 million.

As of December 31, 2024, the net amount due to our non-consolidated companies totaled $ 46.5 million.

The Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

3 unchanged sentences

Transactions with non-consolidated companies included in cost of goods sold $ 1,015.6 $ 1,082.7 $ 1,465.2

As part of the MWSPC joint venture which was in place through December 24, 2024, we marketed approximately 25 % of the MWSPC production for which approximately $ 18.4 million, $ 17.5 million and $ 23.1 million is included in revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

______________________________

(a) Amounts included in net sales primarily relate to sales from our Potash segment to Canpotex.

(b) Amounts included in cost of goods sold primarily relate to purchases from Canpotex by our Mosaic Fertilizantes segment and India and China distribution businesses.

Prior year amounts also includes purchases from MWSPC.

BUSINESS SEGMENTS

7 unchanged sentences

Certain selling, general and administrative costs that are not controllable by the business segments are included within Corporate, Eliminations and Other.

For the Phosphates, Potash and Mosaic Fertilizantes segments, the chief operating decision maker uses both segment gross margin and operating earnings to allocate resources to each segment, predominantly in the annual budget and forecasting process.

For the Phosphate, Potash and Mosaic Fertilizantes segments, the chief operating decision maker uses both segment gross margin and operating earnings to allocate resources to each segment, predominantly in the annual budget and forecasting process.

The chief operating decision maker considers forecast-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments.

The chief operating decision maker also uses segment gross margin for evaluating product pricing and segment profit or loss from operations to assess the performance for each segment by comparing the results and return on assets of each segment with one another.

The chief operating decision maker

also uses segment gross margin for evaluating product pricing and segment profit or loss from operations to assess the performance for each segment by comparing the results and return on assets of each segment with one another.

Segment information for the years 2025, 2024 and 2023 is as follows:

(in millions) Phosphates Potash Mosaic Fertilizantes Corporate,

(in millions) Phosphate Potash Mosaic Fertilizantes Corporate,

and Other (a)

10 unchanged sentences

45.8 30.1 147.9 310.1 533.9

Loss (gain) on assets sold and to be sold — 185.0 ( 27.7 ) — 157.3

Impairment of goodwill — 3.6 96.3 — 99.9

Other operating expenses (d)

1 unchanged sentence

Operating earnings 135.4 637.7 277.0 ( 228.6 ) 821.5

Gain on sale of equity method investment 522.2 — — — 522.2

Capital expenditures 848.9 243.5 260.5 6.5 1,359.4

15 unchanged sentences

Operating earnings 225.1 604.5 237.6 ( 445.7 ) 621.5

Gain on sale of equity method investment 522.2 — — — 522.2

Capital expenditures 660.7 297.5 242.8 50.8 1,251.8

12 unchanged sentences

42.0 30.0 110.1 318.4 500.5

Loss (gain) on assets sold and to be sold — — — ( 56.5 ) ( 56.5 )

Other operating expenses (d)

5 unchanged sentences

Total assets as of December 31, 2025 $ 10,239.0 $ 6,610.6 $ 4,618.5 $ 3,012.0 $ 24,480.1

Total assets as of December 31, 2023 10,295.9 8,971.9 5,256.3 ( 1,491.3 ) 23,032.8

Total assets as of December 31, 2022 9,570.5 9,582.2 5,562.7 ( 1,329.4 ) 23,386.0

Total assets as of December 31, 2024 (e)

9,419.5 6,480.6 4,372.0 2,651.9 22,924.0

Total assets as of December 31, 2023 (e)

9,494.9 6,914.7 5,205.7 1,417.5 23,032.8

______________________________

(a) The “Corporate, Eliminations and Other” category includes the results of our ancillary distribution operations in India and China.

For the years ended December 31, 2024, 2023 and 2022, distribution operations in India and China had revenues of $ 519.6 million, $ 898.9 million and $ 1.1 billion, respectively, and gross margins of $ 39.7 million, $( 16.8 ) million and $ 130.9 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, distribution operations in India and China had revenues of $ 640.0 million, $ 519.6 million and $ 898.9 million, respectively, and gross margins of $ 88.0 million, $ 39.7 million and $( 16.8 ) million, respectively.

These operations do not meet the quantitative thresholds for determining reportable segments.

3 unchanged sentences

(1) AROs, (2) environmental and legal reserves, (3) idle facility costs, (4) insurance reimbursements, and (5) gain/loss on sale or disposal of fixed assets .

(e) In 2025, the information about segment assets regularly provided to and reviewed by our CODM was revised to no longer include intercompany assets and segment cash, and to include an allocation of certain fixed assets from Corprate to the Phosphate and Potash segments.

As a result, the December 31, 2024 and 2023 balances have been recast to reflect these changes.

Financial information relating to our operations by geographic area is as follows:

16 unchanged sentences

Dominican Republic 22.3 14.7 16.7

Thailand 6.0 8.4 6.3

Other 89.0 82.3 64.3

30 unchanged sentences

(b) Includes sales of industrial potash, feed products, nitrogen and other products.

Assets Sold and Held for Sale

On October 3, 2025, we completed the sale of our idled Patos de Minas phosphate mining unit in Brazil.

Under terms of the agreement, we expect to receive a total of $ 111 million, with $ 51 million received at closing and the balance of the purchase price to be paid in installments over the next four years.

We recorded a gain of approximately $ 94 million at closing

On November 3, 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 and an additional $ 10 million due in one year.

The remaining $ 5 million is contingent upon future potash pricing benchmarks.

We recorded a loss of approximately $ 66 million related to the transaction.

On December 19, 2025, we entered into an agreement to sell our Carlsbad potash mine in New Mexico for $ 20.0 million, subject to adjustment, along with a deferred payment of $ 10.0 million payable in three installments from 2029 to 2031.

Consequently, Carlsbad was reclassified as held for sale, and an impairment loss of approximately $ 185.0 million was recorded as of December 31, 2025.

The fair value of Carlsbad was determined based on the terms of the sale, working capital adjustments and discounted deferred payments, and is classified as Level 3 within the fair value hierarchy due to reliance on unobservable inputs.

Any subsequent changes to net assets or significant assumptions may result in further adjustments to the recognized impairment prior to closing.

The transaction is expected to close in the first half of 2026, subject to customary closing conditions.

The carrying amounts of the major classes of assets and liabilities of the Carlsbad disposal group classified as held for sale as of December 31, 2025 are as follows:

(in millions)

Accounts receivable, net $ 15.7

Inventories, net 44.5

Other assets 14.2

Property, plant and equipment, net 184.1

Valuation allowance on assets held for sale ( 185.0 )

Current assets held for sale $ 73.5

Accounts payable and accrued expenses $ 14.3

Deferred tax liability 20.2

Asset retirement obligations 20.8

Current liabilities held for sale $ 55.3

Management’s Report on Internal Control Over Financial Reporting

13 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 9A. Controls and Procedures