What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-03 compared with 2024-02-22 · 111 added, 161 removed, 530 unchanged (34% of the section changed)

8 unchanged sentences

We mine potash in Saskatchewan, New Mexico and Brazil.

We have other production, blending or distribution operations in Brazil, China, India and Paraguay, as well as an equity investment in a joint venture that operates a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia.

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

Our operations serve the top four nutrient-consuming countries in the world:

12 unchanged sentences

We account for approximately 66% of estimated North American annual production of concentrated phosphate crop nutrients.

Table of Co ntent

Table of Content

Potash Segment – We sell potash throughout North America and internationally, principally as fertilizer, but also for use in industrial applications and, to a lesser degree, as animal feed ingredients.

3 unchanged sentences

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

We account for approximately 72% of estimated annual production of concentrated phosphate crop nutrients in Brazil and 100% of estimated annual potash production in Brazil.

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

As used in this report:

6 unchanged sentences

Business Developments During 2024

• In January 2023, we completed the sale of the Streamsong Resort ® (the “ Resort ”) and the approximately 7,000 acres on which it sits for net proceeds of $158 million.

The Resort is a destination resort and conference center, which we developed in an area of previously mined land as part of our long-term business strategy to maximize the value and utility of our extensive land holdings in Florida.

In addition to a hotel and conference center, the Resort includes multiple golf courses, a clubhouse and ancillary facilities.

The sale resulted in a gain of $57 million.

• In the first quarter of 2023, we purchased the other 50% interest of equity of Gulf Sulphur Services (“ GSS ”), which gives us full ownership and secures control of our sulfur supply chain in the Gulf of Mexico.

• In the first quarter of 2023, our Board of Directors approved a special dividend of $0.25 per share to be distributed in March to our stockholders of record as of March 15, 2023.

In the fourth quarter of 2023, our Board of Directors approved a regular dividend increase to $0.84 per share annually from $0.80, beginning with the dividend declared in December 2023.

• In February 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.

In 2023, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $748 million.

This includes 5,624,574 shares that we purchased under the 2023 ASR Agreement.

• In May 2023, we entered into a 10-year senior unsecured term loan facility pursuant to which we can draw up to $700 million.

The term loan matures on May 18, 2033.

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

As of December 31, 2023, $500 million has been drawn under this facility.

• In 2023, we paid the outstanding balance of $900 million on our 4.25% senior notes, due November 15, 2023, without premium or penalty.

On December 4, 2023, we issued new 5.375% senior notes consisting of $400 million aggregate principal, amount due 2028.

• In 2021, the U.S.

Department of Commerce (“ DOC ”) issued countervailing duty (“ CVD ”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S.

International Trade Commission's (“ ITC ”) determination that the imports materially injure the U.S.

fertilizer industry.

The purpose of the CVD orders was to remedy the injury and thereby restore fair competition.

CVD orders normally stay in place for at least five years, with possible extensions.

Moroccan and Russian producers have initiated actions at the U.S.

Court of International Trade (“ CIT ”) seeking to overturn the orders.

Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we

Table of Co ntent

believe, failed to capture the full extent of Moroccan and Russian subsidies.

These litigation challenges remain underway.

Most recently, in January 2024, DOC and the ITC issued revised determinations on remand from the CIT, upholding their original determinations that Moroccan phosphate fertilizer is unfairly subsidized, and that Moroccan and Russian imports materially injure the U.S.

industry, respectively.

The CIT is now reviewing these remand determinations.

Also in January 2024, the CIT issued a ruling affirming DOC's original determinations that Russian phosphate fertilizer is unfairly subsidized.

When a CVD order is in place, DOC normally conducts annual administrative reviews, which establish a final CVD assessment rate for past imports during a defined period, and a CVD cash deposit rate for future imports.

In November 2023, DOC announced the final results of the first administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco, covering the period November 30, 2020 to December 31, 2021.

DOC calculated new subsidy rates of 2.12% for Moroccan producer OCP and 28.50% for Russian producer PhosAgro.

Mosaic, foreign producers, and a U.S.

importer have appealed these decisions to the CIT.

DOC is also conducting administrative reviews covering the period January 1, 2022 to December 31, 2022.

The applicable final CVD assessment rates and cash deposit rates for imports of phosphate fertilizer from Morocco and Russia could change as a result of these various proceedings and potential associated appeals, whether in federal courts or at the World Trade Organization.

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

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

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

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

In February 2025, the U.S.

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

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

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

We have included additional information about these and other developments in our business during 2024 in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“ Management’s Analysis ”) and in the Notes to Consolidated Financial Statements.

10 unchanged sentences

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

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

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

Table of Content

upon therein.

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

5 unchanged sentences

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

Table of Co ntent

Phosphates Segment

4 unchanged sentences

The reserves associated with our Ona, Florida location have been allocated to other active mines based on our future mining plans:

Table of Content

Phosphate Crop Nutrients and Animal Feed Ingredients

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

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

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

1 unchanged sentence

P 2 O 5 production totaled approximately 2.9 million tonnes during 2024.

operations account for approximately 6% of estimated global annual production and 54% of estimated North American annual output.

operations account for approximately 6% of estimated global annual production and 53% of estimated North American annual output of P 2 O 5 .

Our phosphate crop nutrient products are marketed worldwide to crop nutrient manufacturers, distributors, retailers and farmers.

Our principal phosphate crop nutrient products are:

Table of Co ntent

• Diammonium Phosphate (18-46-0):

8 unchanged sentences

MAP is a solid granular product that is applied directly or blended with other solid plant nutrient products.

Table of Content

• MicroEssentials ® is a value-added ammoniated phosphate product that is enhanced through a patented process that creates very thin platelets of sulfur and other micronutrients, such as zinc, on the granulated product.

17 unchanged sentences

______________________________

(a) Our ability to produce processed phosphates has been less than our annual operational capacity stated in the table above, except to the extent we purchase P 2 O 5 .

(a) Our ability to produce processed phosphate has been less than our annual operational capacity stated in the table above, except to the extent we purchase P 2 O 5 .

Factors affecting actual production are described in note (c) below.

7 unchanged sentences

Our Florida phosphate rock mines produced approximately 8.9 million tonnes in 2024 and accounted for approximately 47% of estimated North American annual production.

We are the world’s second largest miner of phosphate rock (excluding China) and currently

Table of Co ntent

operate four mines in North America with a combined annual capacity of approximately 18.0 million tonnes.

We are the world’s second largest miner of phosphate rock (excluding China) and currently operate four mines in North America with a combined annual capacity of 17.2 million tonnes.

Additionally, we own 75% of the Miski Mayo Mine, which has an annual capacity of 4.8 million tonnes.

6 unchanged sentences

We have the right to use or sell to third parties 75% of the Miski Mayo Mine’s annual production.

Table of Content

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

Investment in Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC” )

We own a 25% interest in MWSPC and, in connection with our equity share, we are entitled to market approximately 25% of MWSPC’s production.

MWSPC consists of a mine and two chemical complexes (the “ Project ”) that produce phosphate fertilizers and other downstream phosphates products in the Kingdom of Saudi Arabia.

The greenfield project was built in the northern region of Saudi Arabia at Wa’ad Al Shamal Minerals Industrial City and included further expansion of processing plants in Ras Al Khair Minerals Industrial City, which is located on the east coast of Saudi Arabia.

Ammonia operations commenced in late 2016 and on December 1, 2018, MWSPC commenced commercial operations of the phosphate plant, thereby bringing the entire project to the commercial production phase and an annual production capacity of 3.0 million tonnes.

Actual phosphate production was 3.1 million tonnes in 2023.

The Project benefits from the availability of key raw nutrients from sources within Saudi Arabia.

We use molten sulfur at our phosphates concentrates plants to produce sulfuric acid, primarily for use in our production of P 2 O 5 .

We use molten sulfur at our phosphate concentrates plants to produce sulfuric acid, primarily for use in our production of P 2 O 5 .

We purchased approximately 3.0 million long tons of sulfur during 2024.

18 unchanged sentences

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

Table of Co ntent

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

3 unchanged sentences

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

On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025.

We are confident that we will continue to have adequate sources of supply for ammonia at competitive pricing.

This contract terminated effective January 1, 2025.

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

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

2 unchanged sentences

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

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

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

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

1 unchanged sentence

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

Table of Content

Natural Gas for Phosphates

9 unchanged sentences

We have land holdings totaling over 368,000 acres.

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

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

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

16 unchanged sentences

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

Table of Co ntent

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

Esterhazy, the largest Potash mine in the world, is expected to complete full ramp up of capacity and production during 2024 or early 2025.

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

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

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

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

The Colonsay mine was idled through the first half of 2023 and returned to production in July 2023.

We utilize the Colonsay mine as needed to help meet market demand.

Mosaic leases approximately 291,500 acres of mineral rights from the government of Saskatchewan, and approximately 99,700 acres of freehold mineral rights in the Kronau/Regina area, which have not been developed.

4 unchanged sentences

We have included a further discussion of the Canadian resource taxes and royalties in our Management’s Analysis.

Table of Co ntent

The map below shows the location of each of our potash properties:

Table of Content

The map below shows the location of each of our potash properties in North America:

Our North American potash annualized operational capacity totals 11.5 million tonnes of product per year and accounts for approximately 14% of world annual capacity and 41% of North American annual operational capacity.

1 unchanged sentence

We account for approximately 12% of estimated world annual production and 35% of estimated North American annual production.

Table of Co ntent

Table of Content

The following table shows, for each of our potash mines, annual capacity as of December 31, 2024 and finished product output for 2024:

17 unchanged sentences

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

Subject to Note (g), our current entitlement percentage of Canpotex is 36.2%.

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

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

3 unchanged sentences

(g) Following completion of our Esterhazy K3 expansion project, a third-party audit assessed our Esterhazy Facility's nameplate capacity at 7.8 million tonnes.

We are currently working with Canpotex through established procedures to determine our adjusted Canpotex entitlement percentage based on our Esterhazy Facility's audited productive capacity.

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

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

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

7 unchanged sentences

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

potash operation in New Mexico purchases physical gas in the southwest respective regional market using the El Paso

Table of Co ntent

San Juan Basin market pricing reference.

Table of Content

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

We use financial derivative contracts to manage the pricing on portions of our natural gas requirements.

Mosaic Fertilizantes Segment

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

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

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

9 unchanged sentences

The port facility at Paranagua handles approximately

Table of Co ntent

Table of Content

3.6 million tonnes of imported crop nutrients.

2 unchanged sentences

Crop nutrient products produced are marketed to crop nutrient manufacturers, distributors, retailers and farmers.

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

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

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

Phosphate Crop Nutrients and Animal Feed Ingredients

Our Brazilian phosphates operations have capacity to produce approximately 1.1 million tonnes of P 2 O 5 per year, or about 70% of Brazilian annual capacity.

Our Brazilian phosphate operations have capacity to produce approximately 1.1 million tonnes of P 2 O 5 per year, or about 62% of Brazilian annual capacity.

Phosphoric acid is produced by reacting ground phosphate rock with sulfuric acid.

32 unchanged sentences

______________________________

Table of Co ntent

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

Table of Content

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

Factors affecting actual production are described in note (c) below.

19 unchanged sentences

In 2024, we paid royalties and resource taxes of approximately $22.1 million.

We use molten sulfur at our phosphates concentrates plants to produce sulfuric acid, one of the key components used in the production of phosphoric acid.

We use molten sulfur at our phosphate concentrates plants to produce sulfuric acid, one of the key components used in the production of phosphoric acid.

We consumed approximately 1.0 million long tons of sulfur for our own production during 2024.

12 unchanged sentences

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

Table of Co ntent

Table of Content

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

18 unchanged sentences

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

In 2023, the India and China operations purchased 341,047 tonnes of phosphate-based products from our Phosphates segment and MWSPC, and 742,528 tonnes of potash products from our Potash segment and Canpotex.

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

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

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

In China, we own two 300,000-tonne per year capacity blending plants.

1 unchanged sentence

In India, we have distribution facilities to import and sell crop nutrients.

In 2023, we distributed approximately 536,000 tonnes of phosphate and potash crop nutrient products in India.

In 2024, we distributed approximately 201,000 tonnes of potash crop nutrient products in India.

SALES AND DISTRIBUTION ACTIVITIES

6 unchanged sentences

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

Table of Co ntent

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

Table of Content

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

We also own warehouse distribution facilities in:

8 unchanged sentences

Outside of the U.S.

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

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

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

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

Our sales of potash products outside of the U.S.

1 unchanged sentence

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

In 2023, our entitlement percentage of Canpotex was 36.2%.

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

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

We also market our Potash segment’s products through our Mosaic Fertilizantes segment and our China and India distribution businesses, which acquire potash primarily through Canpotex.

The countries that account for the largest amount of international potash sales, by volume, are Brazil, China, Indonesia, India and Malaysia.

The countries that account for the largest amount of international potash sales, by volume, are Brazil, China, Indonesia, India and Belgium.

To service the needs of our customers, our Mosaic Fertilizantes segment includes a network of strategically located sales offices, crop nutrient blending and bagging facilities, port terminals and warehouse distribution facilities that we own and operate.

3 unchanged sentences

Our India and China distribution businesses also includes a network of strategically located sales offices, crop nutrient blending and bagging facilities, port terminals and warehouse distribution facilities.

These businesses serve primarily as a sales outlet for our North American phosphates production, as well as additional phosphate production we market from our MWSPC joint venture, both for resale and as an input for Blends.

These businesses serve primarily as a sales outlet for our North American phosphate production, both for resale and as an input for Blends.

Our Potash segment also has historically furnished the majority of the raw materials needs for the production of Blends, primarily via Canpotex, and is expected to continue to do so in the future.

6 unchanged sentences

The Mosaic Biosciences portfolio includes biological fertilizer complements which improve nutrient use efficiency and enhance plant growth and vigor.

The Mosaic Biosciences platform has grown through the acquisition of Plant Response in late 2021 and organically from the addition of new products.

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

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

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

Table of Content

Because crop nutrients are global commodities available from numerous sources, crop nutrition companies compete primarily on the basis of delivered price.

3 unchanged sentences

Foreign competitors may have access to less expensive raw materials, may not have to comply with as stringent regulatory requirements or are owned or subsidized by governments and, as a result, may have cost advantages over North American companies.

We believe that our extensive North American and

Table of Co ntent

international production and distribution system provides us with a competitive advantage by allowing us to achieve economies of scale, transportation and storage efficiencies, and obtain market intelligence.

We believe that our extensive North American and international production and distribution system provides us with a competitive advantage by allowing us to achieve economies of scale, transportation and storage efficiencies, and obtain market intelligence.

Also, we believe our performance products, such as MicroEssentials ® , provide us a competitive advantage with customers in North and South America.

7 unchanged sentences

Phosphate producers compete primarily based on price, as well as product quality, service and innovation.

Major integrated producers of feed phosphates are located in the U.S., Europe and China.

Major integrated producers of feed phosphate are located in the U.S., Europe and China.

Many smaller producers are located in emerging markets around the world.

1 unchanged sentence

We believe that we are a low-cost integrated producer of phosphate-based crop nutrients, due in part to our scale, vertical integration and strategic network of production and distribution facilities.

As the world’s second largest producer of concentrated phosphates, as well as the second largest miner of phosphate rock in the world and the largest in the U.S., we maintain an advantage over some competitors as the scale of operations effectively reduces production costs per unit.

As the world’s second largest producer of concentrated phosphate, as well as the second largest miner of phosphate rock in the world and the largest in the U.S., we maintain an advantage over some competitors as the scale of operations effectively reduces production costs per unit.

We are also vertically integrated to captively supply one of our key inputs, phosphate rock, to our phosphate production facilities.

1 unchanged sentence

In addition, our ownership in the Miski Mayo Mine allows us to supplement our overall phosphate rock needs.

MWSPC enables us to not only further diversify our sources of phosphates but also improve our access to key agricultural countries in Asia.

We produce ammonia at our Faustina, Louisiana concentrates plant in quantities sufficient to meet approximately one third of our total ammonia needs in North America.

1 unchanged sentence

We purchase additional ammonia from world markets and thus are subject to significant volatility in our purchase price of ammonia.

The CF Ammonia Supply Agreement provides us with a supply of a substantial volume of ammonia at prices based on the price of natural gas.

With our dedicated sulfur transportation barges and tugs, and our ownership of GSS, we are also well-positioned to source an adequate, flexible and cost-effective supply of sulfur, our third key input, to our Florida and Louisiana phosphate production facilities.

Our ammonia supply agreements provide us with a supply of a substantial volume of ammonia at prices based on the price of natural gas.

With our dedicated sulfur transportation barges and tugs, we are also well-positioned to source an adequate, flexible and cost-effective supply of sulfur, our third key input, to our Florida and Louisiana phosphate production facilities.

We believe that our investments in sulfur logistical and melting assets continue to afford us a competitive advantage compared to other producers in cost and access to sulfur.

4 unchanged sentences

Through our participation in Canpotex, we compete outside of North America against various independent and state-owned potash producers.

Canpotex has substantial expertise and logistical resources for the international distribution of potash, including strategically located export assets in Portland, Oregon, St.

Canpotex has substantial expertise and logistical resources for the international distribution of

Table of Content

potash, including strategically located export assets in Portland, Oregon, St.

John, New Brunswick and Vancouver, British Columbia.

1 unchanged sentence

We believe that our potash cost structure is competitive in the industry and should improve as we continue to complete our potash expansion projects.

Table of Co ntent

Mosaic Fertilizantes

26 unchanged sentences

We sell products throughout the world.

Unfavorable changes in trade protection laws, policies and measures, government policies and other regulatory requirements affecting trade;

Unfavorable changes in trade protection laws, policies and measures, government policies and other regulatory requirements affecting trade, including the imposition of tariffs;

unexpected changes in tax and trade treaties;

4 unchanged sentences

We had 13,765 employees as of December 31, 2024, consisting of approximately 10,454 salaried and 3,311 hourly employees.

This includes approximately 289 salaried and 424 hourly employees at the Miski Mayo Mine, of which we own 75% and its results are consolidated within our results of operations.

This includes approximately 720 salaried employees at the Miski Mayo Mine, of which we own 75% and its results are consolidated within our results of operations.

Table of Content

Labor Relations

3 unchanged sentences

All are expected to collectively bargain for new contracts in 2025.

Table of Co ntent

• We had agreements with 37 unions covering all employees in Brazil.

22 unchanged sentences

a workplace free of discrimination and intolerant of bias.

As part of Mosaic’s strategic priorities, we are committed to prioritizing our internal culture and external partnerships to meet our commitments to our employees and stakeholders and to be an employer of choice for generations to come.

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

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

1 unchanged sentence

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

Table of Content

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

2 unchanged sentences

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

Mosaic offers companywide educational reimbursement programs to help employees in

Table of Co ntent

each of our operating companies acquire new skills and capabilities to better meet their job responsibilities and provide for future career opportunities within the Company.

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

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

• In 2023, Mosaic continued its programs to help employees gain the knowledge and skills that we believe will be necessary for the next evolution of our business.

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

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

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

For certain roles critical to our operations, such as engineering, operations, and employee health and safety professionals, we maintain specific talent programs, internal development strategies, apprentice and Co-Op programs and recruitment pipelines.

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

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

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

2 unchanged sentences

In 2023, we invested $16.7 million.

While the official 2024 investment data will be available in February 2025, preliminary data indicates continued strong support in these areas with investments of over $12 million.

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

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

• 2023 was the third year of the Mosaic Employee Giving Program (the “ Program ”) that provides employees with flexibility to connect their personal causes to corporate giving, matching and volunteerism opportunities.

The Program aligns to Mosaic’s strategic priorities, our 2025 Environmental, Social and Governance performance targets, and companywide 2030 global diversity and inclusion goals.

Employees can take advantage of Company matching funds through financial contributions, volunteering on personal time, or both - in North America this can be up to $2,000 annually.

Our 2030 diversity and inclusion goal for community investment provides intentional focus to support underserved or underrepresented populations in regions where we operate.

In 2023, 29 percent of our global giving met this focus.

Diversity, Inclusion and Equal Opportunities –in 2023, Mosaic’s Diversity and Inclusion Program continued to advance progress, engaging in several initiatives to advance Mosaic’s commitments to our employees and stakeholders, increase accountability, and promote a more diverse and inclusive environment.

Initiatives included launching a self-identification campaign which gives employees the opportunity to voluntarily provide personal characteristics that create more individual visibility and provides Mosaic with a better and deeper understanding of our workforce, helping to identify meaningful policies, programs and benefits that lead to a more inclusive culture.

We continued to make progress towards our previously announced global 2030 representation goals and are driving accountability into the business units by establishing business-level initiatives and programs to address opportunities to progress towards a more diverse and inclusive workforce.

We continued to build leadership competencies by providing education on enabling authentic connections, establishing trust and modeling inclusive behaviors and provided an online, curated, self-directed learning platform to employees to continue their own learning journeys.

We are building awareness and recognition through embedded learning moments, leader-led roundtable discussions and a quarterly Diversity & Inclusion Newsletter.

We continue to refocus and expand our recruitment efforts to create a more diverse talent pipeline, partnering with our executive-led Employee Inclusion Networks to help identify additional opportunities to attract qualified, diverse talent and are working towards advancing our talent acquisition processes to be more inclusive.

Additional information about our human capital, including our diversity and inclusion goals for 2030, is available in the sustainability report posted on our website.

The information contained on our website is not being incorporated in this report.

• Pay equity is fundamental to our compensation philosophy and our commitment to diversity and inclusion.

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

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

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

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

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

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

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

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

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

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

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

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

In 2023, Mosaic established internal analytical capabilities and restructured our pay equity process to bring more employees within scope across our global operations and to enhance our assessment of pay disparities.

The results of our assessment revealed outliers without adequate business justifications.

Mosaic intends to address each of the instances during our 2024 compensation cycle.

Pay equity will be reviewed internally every year and we expect to conduct external independent reviews every three years.

Table of Co ntent

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

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

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

Table of Content

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

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

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Information regarding our executive officers as of February 22, 2024 is set forth below:

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

Name Age Position

1 unchanged sentence

53 Chief Executive Officer, President and Director

Freeland 55 Executive Vice President and Chief Financial Officer

Precourt III 60 Senior Vice President and Chief Administrative Officer

Ricard 60 Senior Vice President - Digital Strategy

Luciano Siani Pires 55 Executive Vice President and Chief Financial Officer

Swager 54 Executive Vice President - Operations

3 unchanged sentences

Bauer has managed legal support for business development activities, potash operations, offshore finance, commercial transactions and corporate governance.

Most recently, he was the Vice President - Growth and Development where he helped drive strategic vision across the organization.

Before assuming his current role, Mr.

Bauer was the Vice President and Deputy General Counsel from October 2022 through December 2022 and immediately prior to that role he served as the Vice President - Growth and Development on Mosaic's Strategy and Growth team from May 2019 to September 2022.

Prior to Mosaic, he was a partner at an international law firm where he focused his practice on mergers and acquisitions, public and private securities offerings and public company compliance matters, as well as general business advising.

Bauer earned his Juris Doctor degree from The George Washington University Law School in Washington D.C., his Bachelor of Science in Foreign Service with honors from Georgetown University’s School of Foreign Service where he majored in international politics, and his Master of Business Administration from the Kellogg School of Management at Northwestern University.

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

10 unchanged sentences

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

Freeland was elected our Executive Vice President and Chief Financial Officer in November 2023 and had previously served as our Senior Vice President and Chief Financial Officer since June 2018.

Prior to joining Mosaic, Mr.

Freeland served as Executive Vice President and Chief Financial Officer of Dynegy Inc.

from July 2011 until Dynegy’s merger with Vistra Energy Corp.

in April 2018.

Freeland was responsible for Dynegy’s financial affairs, including finance and accounting, treasury, tax and banking and credit agency relationships.

Prior to joining Dynegy, Mr.

Freeland served as Senior Vice President, Strategy & Financial Structure of NRG Energy, Inc (“ NRG ”).

from February 2009 to July 2011.

Freeland served as NRG’s Senior Vice President and Chief Financial Officer from February 2008 to February 2009 and its Vice President and Treasurer from April 2006 to February 2008.

Prior to joining NRG, Mr.

Freeland held various key financial roles within the energy sector.

Precourt III .

7 unchanged sentences

Precourt was employed by cement and mineral component producer Holcim (U.S.) where he initially led its safety transformation and later became Vice President of Environment and Government Affairs.

Precourt started his career at The Dow Chemical Company where he served in a variety of roles in Operations, Technology, Capital Project Management, and Environmental,

Table of Co ntent

Health and Safety.

Precourt started his career at The Dow Chemical Company where he served in a variety of roles in Operations, Technology, Capital Project Management, and Environmental, Health and Safety.

Precourt served as a director and was the past Chairman of the Board of the Saskatchewan Potash Producers Association and was a director of Fertilizer Canada.

Ricard was elected Mosaic’s Senior Vice President – Digital Strategy in January 2024 after serving as our Senior Vice President - Mosaic Fertilizantes since November 15, 2019.

Prior to that she served as Senior Vice President - Commercial since February 2017, Senior Vice President - Human Resources from April 2012 to February 2017, and before that she held a number of other leadership positions at Mosaic, including Vice President - International Distribution, Vice President - Business Development and Vice President - Supply Chain.

Prior to Mosaic’s formation, Ms.

Ricard worked for Cargill in various roles, including risk management, supply chain and commodity trading.

Ricard serves on the board of directors for Canpotex Limited, the Canadian potash marketing association, and Carlisle Companies, a publicly traded company.

Luciano Siani Pires.

Siani Pires was elected as our Executive Vice President and Chief Financial Officer in January 2025 and previously elected as our Executive Vice President and Chief Financial Officer – Designate in November 2024.

Siani Pires previously served on The Mosaic Company’s Board of Directors from 2018 to 2022.

Prior to joining Mosaic, Mr.

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

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

Table of Content

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

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

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

4 unchanged sentences

Previously, Ms.

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

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

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

8 unchanged sentences

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

Wang served as Country Head for China.

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

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

2 unchanged sentences

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

What changed 10-K

Item 1. Business