Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Pursuant to our employee stock plans relating to the grant of employee stock options, stock appreciation rights, restricted stock unit awards, and other equity-based awards, we have granted and may in the future grant employee stock options to purchase shares of our Common Stock for which the purchase price may be paid by means of delivery to us by the optionee of shares of our Common Stock that are already owned by the optionee (at a value equal to market value on the date of the option exercise). During the periods covered by this report, no options to purchase shares of our Common Stock were exercised for which the purchase price was so paid.
Issuer Repurchases of Equity Securities (a)
The following table sets forth information with respect to shares of our Common Stock that we purchased under the repurchase programs during the quarter ended September 30, 2022:
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Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of a publicly announced program Maximum approximate dollar value of shares that may yet be purchased under the program (b)
Common Stock
July 1, 2022 - July 31, 2022 7,466,116 $ 46.88 7,466,116 $ 204,780,372
August 1, 2022 - August 31, 2022 2,587,450 54.47 2,587,450 63,834,069
September 1, 2022 - September 30, 2022 1,613,012 52.06 1,613,012 1,979,868,011
Total 11,666,578 $ 49.28 11,666,578 $ 1,979,868,011
______________________________
(a) In the second quarter of 2022, we announced the establishment of a $1 billion share repurchase program. On July, 31, 2022, our Board of Directors authorized a new share repurchase program, effective upon completion of the $1 billion program, which allows us to repurchase up to $2.0 billion of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise. The program has no set expiration date.
(b) A t the end of the month shown.
ITEM 4. MINE SAFETY DISCLOSURES
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.
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ITEM 6. EXHIBITS
The following Exhibits are being filed herewith.
Exhibit Index
Exhibit No
Description
Incorporated Herein by Reference to
Filed with Electronic Submission
31.1 Certification Required by Rule 13a-14(a).
X
31.2 Certification Required by Rule 13a-14(a).
X
32.1 Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
X
32.2 Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
X
95 Mine Safety Disclosures
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE MOSAIC COMPANY
by:
/s/ Russell A. Flugel
Vice President and Controller
(on behalf of the registrant and as principal accounting officer)
November 8, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.