What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-07 · 230 added, 136 removed, 228 unchanged (62% of the section changed)

4 unchanged sentences

Results of Operations

The following table shows the results of operations for the three months ended March 31, 2025 and March 31, 2024:

Three months ended

March 31, 2025-2024

(in millions, except per share data) 2025 2024 Change Percent

The following table shows the results of operations for the three and six months ended June 30, 2025 and June 30, 2024:

Three months ended Six months ended

June 30, 2025-2024 June 30, 2025-2024

(in millions, except per share data) 2025 2024 Change Percent 2025 2024 Change Percent

Net sales $ 3,005.7 $ 2,816.6 $ 189.1 7 % $ 5,626.6 $ 5,496.0 $ 130.6 2 %

3 unchanged sentences

Selling, general and administrative expenses 167.2 128.4 38.8 30 % 289.8 235.2 54.6 23 %

Other operating expense 27.3 119.5 (92.2) (77) %

Other operating expense 107.0 32.3 74.7 NM 134.3 151.8 (17.5) (12) %

Operating earnings 244.4 233.3 11.1 5 % 582.9 406.2 176.7 44 %

1 unchanged sentence

Foreign currency transaction gain (loss) 169.4 (267.9) 437.3 NM 302.5 (368.2) 670.7 (182) %

Other (expense) income (118.1) 0.6 (118.7) NM

Earnings from consolidated companies before income taxes 312.8 25.2 287.6 NM

Provision for income taxes 63.3 6.2 57.1 NM

Earnings from consolidated companies 249.5 19.0 230.5 NM

Other income (expense) 203.5 6.6 196.9 NM 85.4 7.2 78.2 NM

Earnings (loss) from consolidated companies before income taxes 564.3 (74.4) 638.7 NM 877.1 (49.2) 926.3 NM

Provision for income taxes 146.0 98.7 47.3 48 % 209.3 104.9 104.4 100 %

Earnings (loss) from consolidated companies 418.3 (173.1) 591.4 NM 667.8 (154.1) 821.9 NM

Equity in net earnings of nonconsolidated companies 1.4 22.2 (20.8) (94) % 1.9 59.7 (57.8) (97) %

Net earnings including noncontrolling interests 250.0 56.5 193.5 NM

Net earnings (loss) including noncontrolling interests 419.7 (150.9) 570.6 NM 669.7 (94.4) 764.1 NM

Net earnings attributable to noncontrolling interests 9.0 10.6 (1.6) (15) % 20.9 21.9 (1.0) (5) %

Net earnings attributable to Mosaic $ 238.1 $ 45.2 $ 192.9 NM

Diluted net earnings per share attributable to Mosaic $ 0.75 $ 0.14 $ 0.61 NM

Net earnings (loss) attributable to Mosaic $ 410.7 $ (161.5) $ 572.2 NM $ 648.8 $ (116.3) $ 765.1 NM

Diluted net earnings (loss) per share attributable to Mosaic $ 1.29 $ (0.50) $ 1.79 NM $ 2.04 $ (0.36) $ 2.40 NM

Diluted weighted average number of shares outstanding 319.0 321.2 318.5 321.7

Overview of Consolidated Results for the three months ended March 31, 2025 and 2024

For the three months ended March 31, 2025, Mosaic had net income of $238.1 million, or $0.75 per diluted share, compared to net income of $45.2 million, or $0.14 per diluted share, for the prior year period.

Gross margin for the three months ended March 31, 2025 increased 22% compared to the same period of the prior year, primarily driven by higher average selling pricing in our Phosphates segment and cost improvements in our Mosaic Fertilizantes segment as discussed further below.

Net income for the three months ended March 31, 2025 was favorably impacted by a foreign currency transaction gain of $133.1 million, compared to a foreign currency transaction loss of $100.3 million in the prior year period.

This is mostly offset by an unrealized mark to market loss of $117 million on the investment in shares of Ma'aden, included in other expense.

We we did not hold this investment in the prior year period.

Overview of Consolidated Results for the three months ended June 30, 2025 and 2024

For the three months ended June 30, 2025, Mosaic had net income of $410.7 million, or $1.29 per diluted share, compared to a net loss of $(161.5) million, or $(0.50) per diluted share, for the prior year period.

Gross margin for the three months ended June 30, 2025 increased 32% compared to the same period of the prior year, primarily driven by higher average selling prices

across all segments, reflecting strong market dynamics and cost efficiencies in our Mosaic Fertilizantes segment as discussed further below.

Net income for the three months ended June 30, 2025 was favorably impacted by a foreign currency transaction gain of $169.4 million, compared to a foreign currency transaction loss of $267.9 million in the prior year period.

Net income also benefited from an unrealized mark-to-market gain of $216 million on the investment in Ma’aden shares, included in other income (expense).

We did not hold this investment in the prior year period.

Significant factors affecting our results of operations and financial condition are listed below.

Certain of these factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In our Phosphate segment, operating earnings for the three months ended March 31, 2025 were $139 million compared to $40 million in the prior year period.

In the current year period, operating results were favorably impacted by higher average selling prices, partially offset by lower sales volumes and higher conversion and raw material costs.

Higher average selling prices were driven by strong global demand and low inventory levels in the current year period.

In our Phosphate segment, we reported an operating loss for the three months ended June 30, 2025 of $(8) million compared to operating earnings of $133 million in the prior year period.

The decline was driven by increased provisions for water treatment costs and an increase to asset retirement obligations for closed facilities based on approved permitting for injection wells, which more than offset the benefit of improved pricing.

Higher average selling prices in the current year were supported by tight global supply conditions, including low inventory levels and export restrictions from China.

Additionally, selling prices in the current year period were influenced by higher sulfur and ammonia costs, which are driven by global supply and demand.

Sales volumes in the current year period were unfavorably impacted by low production levels due to planned downtime for maintenance turnarounds.

In our Potash segment, operating earnings for the three months ended March 31, 2025 were $157 million compared to $198 million in the prior year.

Operating results were lower than the prior year, primarily due to lower average selling prices and lower sales volumes in the current year period.

Average selling prices have increased compared to the end of 2024, but are below the levels of the same period in the prior year due to global supply.

Sales and production volumes in the current year period were negatively impacted by weather related logistical constraints.

In our Mosaic Fertilizantes segment, operating earnings for the three months ended March 31, 2025 were $99 million, compared to $42 million in the prior year.

In the current year period, operating results were favorably impacted by cost improvements.

We benefited from lower purchased product costs in our distribution business and production efficiency gains in our mining operations which resulted in lower rock costs.

Sales volumes increased over the prior year period as demand in the Brazil agricultural market recovered from the weakness seen in the prior year period.

Corporate, Eliminations and Other had an operating loss of $(56) million for the three months ended March 31, 2025 compared to a loss of $(107) 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.

Extended planned downtime for maintenance turnarounds unfavorably impacted sales volumes in the current year period.

Higher unit conversion and raw material costs further reduced operating results in the current year period.

In our Potash segment, operating earnings for the three months ended June 30, 2025 were $194 million, compared to $174 million in the prior year.

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

Prices have improved due to tight global supply conditions and continued strength in international demand.

Sales volumes in the current year period were consistent with the prior year, though the sales mix shifted toward international markets.

Production volumes in the current year period were lower due to the timing of our annual maintenance turnaround at our Esterhazy, Saskatchewan facility.

In our Mosaic Fertilizantes segment, operating earnings for the three months ended June 30, 2025 were $109 million, compared to $61 million in the prior year.

In the current year period, operating results reflect higher average selling prices driven by a favorable global pricing environment.

We also benefited from production efficiency gains in our mining operations, which resulted in lower rock and conversion costs.

Sales volumes were consistent with volumes in the prior year period.

In July 2025, we opened a new blending facility in Palmeirante, Tocantins, Brazil, with a capacity to process one million tonnes of fertilizer annually, and approximately 500,000 tonnes in 2025.

We expect the Palmeirante facility to be a key contributor to Mosaic's growth plans in Brazil.

Corporate, Eliminations and Other had an operating loss of $(51) million for the three months ended June 30, 2025, compared to a loss of $(135) million in the prior year.

Overview of Consolidated Results for the six months ended June 30, 2025 and 2024

Net income attributable to Mosaic for the six months ended June 30, 2025 was $648.8 million, or $2.04 per diluted share, compared to a net loss of $(116.3) million, or $(0.36) per diluted share, for the same period a year ago.

Gross margin for the three months ended June 30, 2025 increased 27% compared to the same period of the prior year.

This result was primarily driven by higher average selling pricing across all segments, reflecting strong market dynamics, as well as cost efficiencies in our Mosaic Fertilizantes segment as discussed further below.

Net income for the six months ended June 30, 2025 was favorably impacted by a foreign currency transaction gain of $302.5 million, compared to a loss of $(368.2) million in the prior year period.

Net income also benefited from an unrealized mark-to-market gain of $99 million on the investment in Ma’aden shares, included in other income (expense).

We did not hold this investment in the prior year period.

Results for the six months ended June 30, 2025 reflected the factors discussed above in the discussion for the three months ended June 30, 2025, in addition to those noted below.

Certain of these factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operating results in our Phosphate segment for the six months ended June 30, 2025 declined from the prior year.

Higher input costs, notably sulfur, as well as higher unit conversion and maintenance turnaround expenses contributed to lower segment

earnings in the current year period compared to the prior year period.

Additionally, sales volumes were negatively impacted by planned downtime associated with the maintenance turnarounds.

Operating results benefited from higher average selling prices for the six month period of the current year as prices continued the upward trend that began in the third quarter of 2023.

This pricing strength reflects robust global demand and low inventory levels, which have supported favorable market conditions.

Operating results in our Potash segment for the six months ended June 30, 2025 were slightly lower than the prior year driven by higher production costs.

This impact was partially offset by higher average selling prices in the current year period due to improved global markets.

For the six months ended June 30, 2025, operating results in our Mosaic Fertilizantes segment were significantly more favorable compared to the same period in the prior year.

The year-over-year performance reflects a favorable global pricing environment driven by the tight global supply.

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

Additionally, sales volumes increased compared to the prior year underscoring strong market demand and effective commercial execution.

Corporate, Eliminations and Other had an operating loss of $(107) million for the six months ended June 30, 2025 compared to a loss of $(243) 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:

Three months ended

March 31, 2025-2024

Three months ended Six months ended

June 30, 2025-2024 June 30, 2025-2024

(in millions, except price per tonne or unit)

2025 2024 Change Percent

2025 2024 Change Percent 2025 2024 Change Percent

North America

32 unchanged sentences

The prior year amount has been recast to exclude revenue from other non-finished goods.

Three months ended March 31, 2025 and March 31, 2024

The Phosphate segment’s net sales were $1.1 billion for the three months ended March 31, 2025, compared to $1.2 billion for the three months ended March 31, 2024.

The decrease in net sales in the current year period was primarily due to lower finished goods sales volumes, which had an unfavorable impact of approximately $100 million.

In addition, Miski Mayo operations had an unfavorable impact of approximately $25 million compared to the prior year due to lower sales volumes.

These impacts were partially offset by higher average finished goods sales prices, which had a favorable impact on net sales of approximately $60 million.

Our average finished product selling price increased 7% to $632 per tonne for the three months ended March 31, 2025, compared to $593 per tonne in the prior year period, due to the factor discussed in the Overview.

The Phosphate segment’s sales volumes of finished products decreased to 1.5 million for the three months ended March 31, 2025, compared to 1.6 million in the prior year period.

Three months ended June 30, 2025 and June 30, 2024

The Phosphate segment’s net sales were $1,173.0 million for the three months ended June 30, 2025, compared to $1,179.5 million for the three months ended June 30, 2024.

The slight year-over-year decline reflects an impact of approximately $80 million from lower finished goods sales volumes along with approximately $30 million in lower freight and other product revenue and a $20 million decrease in sales volumes of rock.

These impacts were largely offset by higher average finished goods sales prices which had a favorable impact on net sales of approximately $130 million, compared to the prior year period.

Our average finished product selling price increased 15% to $665 per tonne for the three months ended June 30, 2025, compared to $578 per tonne in the prior year period, due to the factors discussed in the Overview.

The Phosphate segment’s sales volumes of finished products decreased to 1.5 million for the three months ended June 30, 2025, compared to 1.7 million in the prior year period.

The segment had lower available tonnes to process in the current quarter due to the lower production discussed in the Overview.

Gross margin for the Phosphate segment increased to $167.3 million for the three months ended March 31, 2025, from $159.4 million for the three months ended March 31, 2024.

The increase in gross margin in the current year period was primarily due to higher average finished goods selling prices, which had a favorable impact of approximately $60 million versus the prior year.

Gross margin also benefited from lower blended rock costs of approximately $10 million compared to the prior year.

These impacts were partially offset by higher conversion costs of approximately $20 million, higher sulfur and ammonia costs of approximately $15 million, and lower sales volumes, which were unfavorable by approximately $10 million.

Lower sales volumes at Miski Mayo also unfavorably impacted gross margin by approximately $10 million compared to the prior year.

The average consumed price for ammonia for our North America operations increased 3%, to $416 per tonne, for the three months ended March 31, 2025, from $404 in the same period a year ago.

The average consumed sulfur price for our North America operations increased 11%, to $157 per long ton, for the three months ended March 31, 2025, from $142 in the same period a year ago.

Gross margin for the Phosphate segment decreased to $103.0 million for the three months ended June 30, 2025, from $153.7 million for the three months ended June 30, 2024.

Gross margin in the current year period was unfavorably impacted by higher sulfur and ammonia costs of approximately $50 million, higher costs for maintenance turnarounds of approximately $50 million, higher conversion costs of approximately $40 million and lower finished goods sales volumes of approximately $15 million.

In addition, $25 million in other plant-related costs and lower rock sales volumes of $20 million reduced gross margin.

These changes were partially offset by the benefited from stronger average selling prices in the current year period which impacted gross margin by approximately $130 million and lower blended rock costs of approximately $30 million compared to the prior year period.

The average consumed price for ammonia for our North America operations increased 5%, to $445 per tonne, for the three months ended June 30, 2025, from $424 in the same period a year ago.

The average consumed sulfur price for our North America operations increased 51%, to $209 per long ton, for the three months ended June 30, 2025, from $138 in the same period a year ago.

The purchase prices of these raw materials are 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 phosphate rock decreased to $77 per tonne for the three months ended March 31, 2025, from $81 per tonne for the three months ended March 31, 2024.

For the three months ended March 31, 2025 and 2024, our North America phosphate rock production was 2.4 million tonnes.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 10% for the three months ended March 31, 2025 from the prior year period due to planned maintenance downtime in the current year period.

This resulted in an operating rate for processed phosphate production of 58% for the three months ended March 31, 2025, down from 64% for the same period in 2024.

The average consumed cost of purchased and produced phosphate rock decreased to $74 per tonne for the three months ended June 30, 2025, from $86 per tonne for the three months ended June 30, 2024.

For the three months ended June 30, 2025 our North America phosphate rock production was 2.7 million tonnes, compared to 2.4 million in the prior year period.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 10% for the three months ended June 30, 2025 from the prior year period due to planned maintenance downtime in the current year period.

This resulted in an operating rate for processed phosphate production of 61% for the three months ended June 30, 2025, down from 68% for the same period in 2024.

Six months ended June 30, 2025 and June 30, 2024

The Phosphate segment’s net sales were $2,271.6 million for the six months ended June 30, 2025, compared to $2,348.2 million for the six months ended June 30, 2024.

Net sales were impacted by lower finished goods sales volumes which reduced net sales by approximately $170 million.

In addition, lower rock sales prices and volumes had an unfavorable impact of approximately $40 million compared to the prior year period.

These impacts were partially offset by approximately $190 million due to higher finished product selling prices in the current period.

Our average finished product selling price was $649 per tonne for the six months ended June 30, 2025, an increase of $63 per tonne from the same period a year ago, due to the factors discussed in the Overview.

The Phosphate segment’s sales volumes of finished products decreased by 9% for the six months ended June 30, 2025, compared to the same period in the prior year due to the impact of planned maintenance and turnaround activity.

Gross margin for the Phosphate segment decreased to $270.3 million for the six months ended June 30, 2025, from $313.1 million for the six months ended June 30, 2024.

The year over year decline was driven by higher raw material costs, notably sulfur, which reduced gross margin by approximately $70 million, and higher conversion costs of approximately $65 million.

Lower finished goods and rock sales volumes unfavorably impacted gross margin by approximately $45 million.

Additionally, current period gross margin was reduced by approximately $40 million related to maintenance turnarounds, $35 million in higher plant costs and increased freight costs of approximately $10 million.

These impacts were partially offset by favorable impacts from higher finished goods sales prices of approximately $190 million and lower blended rock costs of approximately $40 million.

The average consumed price for ammonia for our North America operations was $430 per tonne for the six months ended June 30, 2025, compared to $415 per tonne in the same period a year ago.

The average consumed price for sulfur for our North America operations increased to $184 per long ton for the six months ended June 30, 2025, from $136 per long ton in the same period a year ago.

The purchase prices of these raw materials are driven by global supply and demand.

The average consumed cost of purchased and produced phosphate rock decreased to $76 per tonne for the six months ended June 30, 2025, compared to $84 per tonne for the prior year period.

Our North America phosphate rock production increased to 5.1 million tonnes for the six months ended June 30, 2025, compared to 4.8 million for the six months ended June 30, 2024.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased by 10%, to 2.9 million tonnes for the six months ended June 30, 2025, compared to 3.3 million tonnes in the prior year period due to planned maintenance downtime in the current year.

Our operating rate for processed phosphate production decreased to 59% for the six months ended June 30, 2025, from 68% for the same period in 2023.

Potash Net Sales and Gross Margin

The following table summarizes the Potash segment’s net sales, gross margin, sales volume and selling price:

Three months ended

March 31, 2025-2024

Three months ended Six months ended

June 30, 2025-2024 June 30, 2025-2024

(in millions, except price per tonne or unit)

2025 2024 Change Percent

2025 2024 Change Percent 2025 2024 Change Percent

North America

21 unchanged sentences

The prior year amount has been recast to exclude revenue from non-finished goods.

Three months ended March 31, 2025 and March 31, 2024

The Potash segment’s net sales decreased to $570.2 million for the three months ended March 31, 2025, compared to $643.1 million in the same period a year ago.

The decrease was primarily due to lower selling prices and sales volumes, which had unfavorable impacts on net sales of approximately $50 million and $20 million, respectively, compared to the same period in the prior year.

Our average finished product selling price was $234 per tonne for the three months ended March 31, 2025, compared to $258 per tonne for the same period a year ago, as a result of the factor described in the Overview.

The Potash segment’s sales volumes of finished products decreased to 2.1 million tonnes for the three months ended March 31, 2025, compared to 2.2 million tonnes in the same period a year ago, due to weather-related constraints as discussed in the Overview.

Gross margin for the Potash segment decreased to $168.6 million for the three months ended March 31, 2025, from $211.7 million in the same period of the prior year.

Lower selling prices decreased gross margin by approximately $50 million versus the prior year period.

Gross margin was also unfavorably impacted by approximately $10 million, due to lower sales volumes compared to the prior year, and an additional $10 million due to higher conversion costs in the current period.

These impacts were partially offset by lower Canadian resource taxes and royalties of approximately $20 million and lower idle and turnaround costs, due to the timing of turnarounds, of approximately $10 million compared to the prior year period.

We incurred $ 47.3 million in Canadian resource taxes for the three months ended March 31, 2025, compared to $64.5 million in the same period a year ago.

Canadian royalty expense decreased to $8.9 million for the three months ended March 31, 2025, compared to $10.1 million for the three months ended March 31, 2024.

Three months ended June 30, 2025 and June 30, 2024

The Potash segment’s net sales increased to $710.5 million for the three months ended June 30, 2025, compared to $663.1 million in the same period a year ago.

The increase was primarily due to higher average selling prices which favorably impacted net sales by approximately $80 million compared to the same period in the prior year.

This was partially offset by lower revenue for freight and other products of $30 million.

Our average finished product selling price was $274 per tonne for the three months ended June 30, 2025, compared to $240 per tonne for the same period a year ago, as a result of the factors described in the Overview.

The Potash segment’s sales volumes of finished products were 2.3 million tonnes for the three months ended June 30, 2025 and June 30, 2024.

Gross margin for the Potash segment increased to $209.4 million for the three months ended June 30, 2025, representing a 12% increase from $186.4 million in the prior year period.

The increase was primarily driven by higher selling prices, which

contributed $80 million and lower Canadian resources taxes of approximately $5 million, compared to the prior year period.

These benefits were partially offset by $35 million of higher conversion costs, and $15 million in increased idle and turnaround costs attributable to the timing of the annual maintenance turnaround at our Esterhazy, Saskatchewan mine in the current year.

Additionally, gross margin was unfavorably impacted by approximately $10 million due to lower freight rates and lower domestic sales volumes compared to the prior year.

We incurred $ 61.7 million in Canadian resource taxes for the three months ended June 30, 2025, compared to $66.8 million in the same period a year ago.

Canadian royalty expense increased to $10.5 million for the three months ended June 30, 2025, compared to $10.3 million for the three months ended June 30, 2024.

The fluctuations in Canadian resource taxes and royalties are a result of a decrease in our sales revenue and margins.

Our operating rate for potash production decreased to 78% for the three months ended March 31, 2025, from 81% for the same period in 2024 due to curtailments caused by weather-related constraints in the current year period.

Our operating rate for potash production decreased to 73% for the three months ended June 30, 2025, from 78% for the same period in 2024 due to the annual maintenance turnaround at our Esterhazy mine mentioned above.

Six months ended June 30, 2025 and June 30, 2024

The Potash segment’s net sales were $1,280.7 million for the six months ended June 30, 2025, compared to $1,306.2 million in the same period a year ago.

The 2% decline was primarily driven by an approximate $40 million reduction in freight revenue, reflecting lower freight rates, and approximately $15 million of lower sales volumes.

This was partially offset by a $30 million benefit from higher average selling prices compared to the prior year period.

Our average potash selling price was $255 per tonne for the six months ended June 30, 2025, compared to $248 per tonne for the same period a year ago, due to the factors discussed above in the Overview.

The Potash segment’s sales volumes for the six months ended June 30, 2025 decreased 1% compared to the same period a year ago.

Gross margin for the Potash segment decreased to $378.0 million for the six months ended June 30, 2025, from $398.1 million for the same period in the prior year.

This decrease was primarily driven by higher conversion costs of approximately $40 million and higher turnaround and idle costs of approximately $10 million due to the timing of turnarounds.

Additionally, lower freight rates and reduced sales volumes negatively impacted gross margin by approximately $10 million, and $5 million, respectively, compared to the prior year period.

These reductions were partially offset by a $30 million benefit from higher average selling prices and $20 million of lower Canadian resource taxes and royalties in the current year period.

We incurred $109.0 million in Canadian resource taxes for the six months ended June 30, 2025, compared to $131.3 million in the same period a year ago.

Canadian royalty expense decreased to $19.3 million for the six months ended June 30, 2025, compared to $20.3 million for the six months ended June 30, 2024.

The fluctuations in Canadian resource taxes and royalties are due to the decreases in our sales revenues and margin.

Our operating rate was 76% for the current year period, compared to 79% in the prior year period.

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

Mosaic Fertilizantes Net Sales and Gross Margin

The following table summarizes the Mosaic Fertilizantes segment’s net sales, gross margin, sales volume and selling price.

Three months ended

March 31, 2025-2024

Three months ended Six months ended

June 30, 2025-2024 June 30, 2025-2024

(in millions, except price per tonne or unit)

2025 2024 Change Percent

2025 2024 Change Percent 2025 2024 Change Percent

Net Sales $ 1,174.9 $ 1,048.9 $ 126.0 12 % $ 2,108.7 $ 1,935.3 $ 173.4 9 %

30 unchanged sentences

The prior year amount has been recast to exclude revenue from non-finished goods.

Three months ended March 31, 2025 and March 31, 2024

The Mosaic Fertilizantes segment’s net sales increased to $933.8 million for the three months ended March 31, 2025, from $886.4 million in the same period a year ago.

The $47.4 million increase in net sales was due to approximately $60 million of higher finished goods sales volumes, and $5 million from higher sales volumes of other products, primarily gypsum.

This was partially offset by lower finished product sales prices, primarily in the distribution business, which had an unfavorable impact of approximately $20 million.

Our average finished product selling price was $452 per tonne for the three months ended March 31, 2025, compared to $463 per tonne for the same period a year ago due to the factors discussed in the Overview.

The Mosaic Fertilizantes segment’s sales volumes of finished products increased 8% for the three months ended March 31, 2025, compared to the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Mosaic Fertilizantes segment increased to $127.0 million for the three months ended March 31, 2025, from $75.2 million in the same period of the prior year.

The increase in gross margin was primarily due to $65 million of lower costs driven by a decrease in product costs for our distribution business, and lower rock costs in our production business.

was partially offset by approximately $20 million related to the decrease in average selling prices during the current year period, driven primarily by pricing to retail customers.

The average consumed price for ammonia for our Brazilian operations decreased to $684 per tonne for the three months ended March 31, 2025, compared to $705 per tonne in the prior year period.

The average consumed sulfur price for our Brazilian operations was $219 per long ton for the three months ended March 31, 2025, compared to $173 per long ton in the prior year period.

Three months ended June 30, 2025 and June 30, 2024

The Mosaic Fertilizantes segment’s net sales increased to $1,174.9 million for the three months ended June 30, 2025, from $1,048.9 million in the same period a year ago.

The $126.0 million increase in net sales was due to approximately $120 million of higher finished product sales prices, and $5 million of higher sales prices of other products, primarily gypsum.

Our average finished product selling price was $474 per tonne for the three months ended June 30, 2025, compared to $423 per tonne for the same period a year ago due to the factor discussed in the Overview.

The Mosaic Fertilizantes segment’s sales volumes of finished products increased 2% for the three months ended June 30, 2025, compared to the same period a year ago.

Gross margin for the Mosaic Fertilizantes segment increased to $161.7 million for the three months ended June 30, 2025, from $101.8 million in the same period of the previous year.

This increase was primarily driven by higher average selling prices during the current year period, which contributed approximately $125 million, and lower production costs, mainly rock costs, of

approximately $40 million.

These increases were partially offset by approximately $105 million of higher costs for distribution products.

The average consumed price for ammonia for our Brazilian operations decreased to $601 per tonne for the three months ended June 30, 2025, compared to $623 per tonne in the prior year period.

The average consumed sulfur price for our Brazilian operations increased to $270 per long ton for the three months ended June 30, 2025, compared to $174 per long ton in the prior year period.

The purchase prices of ammonia and sulfur are driven by global supply and demand, and also include transportation, transformation and storage costs.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 2% for the three months ended March 31, 2025, compared to the prior year period.

For the three months ended March 31, 2025, our phosphate operating rate decreased to 78%, compared to 79% in the same period of the prior year.

For the three months ended March 31, 2025, our Brazilian phosphate rock production was 1.0 million tonnes compared to 0.9 million in the prior year.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 16% for the three months ended June 30, 2025, compared to the prior year period.

For the three months ended June 30, 2025, our phosphate operating rate increased to 84%, compared to 75% in the same period of the prior year.

For the three months ended June 30, 2025 and June 30, 2024, our Brazilian phosphate rock production was 1.0 million tonnes.

Six months ended June 30, 2025 and 2024

The Mosaic Fertilizantes segment’s net sales were $2,108.7 million for the six months ended June 30, 2025, compared to $1,935.3 million in the same period of the prior year.

The current period's net sales benefited by approximately $100 million in higher average finished goods sales prices and by approximately $70 million of higher finished goods sales volumes for distribution, compared to the prior year period.

The average finished product selling price increased $24 per tonne, to $464 per tonne for the six months ended June 30, 2025, compared to $440 per tonne in the prior year period, primarily due to the continued improvement in global prices mentioned in the Overview and the mix of products sold.

The Mosaic Fertilizantes segment’s sales volume increased to 4.1 million tonnes for the six months ended June 30, 2025, from 3.9 million tonnes in the same period a year ago due to the factors discussed in the Overview.

Gross margin for the six months ended June 30, 2025 increased to $288.7 million from $177.0 million in the same period in the prior year.

This improvement was primarily driven by approximately $100 million in higher average selling prices and approximately $40 million in lower raw material costs, mainly rock costs, in the current year period compared to the prior year period.

These increases were partially offset by approximately $55 million of higher costs for distribution products.

Additionally, favorable foreign currency changes contributed approximately $30 million in the current year period.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 7% compared to the prior year period.

Our phosphate operating rate increased to 81% for the six months ended June 30, 2025 compared to 77% in the same period of the prior year.

For the six month period ended June 30, 2025, our Brazilian phosphate rock production increased to 2.0 million tonnes, from 1.9 million tonnes in the prior year period.

Corporate, Eliminations and Other

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For the three months ended March 31, 2025, gross margin for Corporate, Eliminations and Other was $25.5 million, compared to $(47.1) million for the same period in the prior year.

For the three months ended June 30, 2025, gross margin for Corporate, Eliminations and Other was $44.5 million, compared to $(47.9) million for the same period in the prior year.

Gross margin in the current year was favorably impacted by approximately $51 million from net unrealized gains on derivatives, primarily on foreign currency derivatives, compared to a net unrealized loss of approximately $28 million in the prior year period.

Sales in China and India, collectively, resulted in revenue of $132.4 million and gross margin of $19.7 million in the current year period, compared to revenue of $120.9 million and gross margin of $2.4 million in the prior year period.

The China and India gross margin was favorably impacted by higher average selling prices in the current year period, compared to the prior year period.

For the six months ended June 30, 2025, gross margin for Corporate, Eliminations and Other was $70.0 million, compared to $(95.0) million for the same period in the prior year.

Gross margin in the current year was favorably impacted by approximately $110 million from net unrealized gains on derivatives, primarily on foreign currency derivatives, compared to a net unrealized loss of approximately $59 million in the prior year.

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The China and India gross margin was favorably impacted by higher average selling prices and sales volumes in the current year period, compared to the prior year period.

The elimination of profit on intersegment sales of approximately $50 million unfavorably impacted gross margin in the current year compared to an elimination of approximately $15 million in the prior year.

Other Income Statement Items

Three months ended

March 31, 2025-2024

(in millions) 2025 2024 Change Percent

Three months ended Six months ended

June 30, 2025-2024 June 30, 2025-2024

(in millions) 2025 2024 Change Percent 2025 2024 Change Percent

Selling, general and administrative expenses $ 167.2 $ 128.4 $ 38.8 30 % $ 289.8 $ 235.2 $ 54.6 23 %

Other operating expense 27.3 119.5 (92.2) (77) %

Other operating expense 107.0 32.3 74.7 NM 134.3 151.8 (17.5) (12) %

Interest expense (66.1) (61.2) (4.9) 8 % (118.4) (119.4) 1.0 (1) %

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Foreign currency transaction gain (loss) 169.4 (267.9) 437.3 NM 302.5 (368.2) 670.7 (182) %

Other (expense) income (118.1) 0.6 (118.7) NM

Provision for income taxes 63.3 6.2 57.1 NM

Other income (expense) 203.5 6.6 196.9 NM 85.4 7.2 78.2 NM

Provision for income taxes 146.0 98.7 47.3 48 % 209.3 104.9 104.4 100 %

Equity in net earnings of nonconsolidated companies 1.4 22.2 (20.8) (94) % 1.9 59.7 (57.8) (97) %

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2025 increased $15.8 million compared to the same period of prior year, primarily due to higher incentive compensation and employee benefit costs of approximately $20 million in the current year period.

Selling, general and administrative expenses for the three months ended June 30, 2025 increased by $38.8 million compared to the same period of prior year.

The increase was primarily driven by bad debt reserves of $33 million in our Mosaic Fertilizantes segment, along with higher incentive compensation of approximately $10 million in the current year period.

Selling, general and administrative expenses for the six months ended June 30, 2025 increased $54.6 million compared to the same period of prior year, mainly due to the increase in Mosaic Fertilizantes bad debt reserves noted above and higher incentive compensation of approximately $22 million in the current year period.

Other Operating Expense

For the three months ended March 31, 2025, we had other operating expense of $27.3 million, compared to $119.5 million for the same period of the prior year.

The decrease from the prior year is due to environmental reserves of approximately $77 million in our Phosphate segment in the prior year period with no comparable increase in the current year period.

For the three months ended June 30, 2025, we had other operating expenses of $107.0 million, compared to $32.3 million for the same period of the prior year.

The increase from the prior year was driven by a $44 million upward revision in estimated closure costs for our asset retirement obligations (“ ARO s ”) at our closed facilities, and approximately $40 million in additional environmental reserves for water treatment costs, primarily in our Phosphate segment.

These increases were partially offset by insurance recoveries of approximately $15 million related to customer receivables in our Mosaic Fertizilantes segment.

For the six months ended June 30, 2025, other operating expense decreased to $134.3 million, from $151.8 million in the same period of the prior year due to lower environmental reserves in the current year period.

Interest Expense, Net

For the three months ended March 31, 2025, net interest expense decreased to $40.7 million compared to $48.0 million for the same period of the prior year.

The decrease was primarily due to lower short term debt levels in the current year period.

For the three months ended June 30, 2025, net interest expense increased to $53.0 million compared to $46.4 million for the same period of the prior year.

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

For the six months ended June 30, 2025, net interest expense was comparable to the prior year period.

Foreign Currency Transaction Gain (Loss)

We recorded a foreign currency transaction gain of $133.1 million for the three months ended March 31, 2025 compared to a loss of $100.3 million for the same period in the prior year.

For the three months ended March 31, 2025, the gain was the result of the effect of the weakening of the U.S.

We recorded foreign currency transaction gains of $169.4 million and $302.5 million for the three and six months ended June 30, 2025 compared to losses of $267.9 million and $368.2 million for the same periods in the prior year.

For the three and six months ended June 30, 2025, the gain was the result of the impact of the U.S.

dollar relative to the Canadian dollar on

significant intercompany loans and effect of the weakening of the U.S.

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

dollar-denominated payables held by our Brazilian subsidiaries.

Other Expense

For the three months ended March 31, 2025, we had other expense of $118.1 million compared to expense of $0.6 million for the same period in the prior year.

The current period loss is due to an unrealized loss of approximately $117 million related to our investment in shares of Ma’aden being marked to market at period end.

Other (Income) Expense

For the three and six months ended June 30, 2025, we reported other income of $203.5 million and $85.4 million, respectively, compared to $6.6 million and $7.2 million for the same periods in the prior year.

The significant increase in other income for the current year was primarily driven by unrealized mark-to-market gains on our investment in Ma’aden shares of approximately $216 million for the three-month period and $99 million for the six-month period.

These gains were partially offset by a realized loss of approximately $7 million on marketable securities held in the RCRA Trusts, which impacted both periods.

Equity in Net Earnings of Nonconsolidated Companies

For the three months ended March 31, 2025, we had equity in net earnings of nonconsolidated companies of $0.5 million compared to $37.5 million for the same period in the prior year.

For the three and six months ended June 30, 2025, we had equity in net earnings of nonconsolidated companies of $1.4 million compared to $22.2 million for the same period in the prior year.

The prior period results were primarily related to the operations of MWSPC.

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Three months ended Effective Tax Rate Provision for Income Taxes

March 31, 2025 20.2 % $ 63.3

March 31, 2024 24.6 % $ 6.2

Income tax expense was $63.3 million, and the effective tax rate was 20.2% for the three months ended March 31, 2025.

For the three months ended March 31, 2025, discrete tax items recorded in tax expense was a benefit of approximately $ 26.3 million.

The net tax benefit consisted primarily of changes in valuation allowance and share-based excess costs.

In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, withholding tax expense 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.

June 30, 2025 25.9 % $ 146.0

June 30, 2024 (132.7) % $ 98.7

Six months ended Effective Tax Rate Provision for Income Taxes

June 30, 2025 23.9 % $ 209.3

June 30, 2024 (213.2) % $ 104.9

Income tax expense was $146.0 million, and the effective tax rate was 25.9% for the three and six months ended June 30, 2025.

For the three and six months ended June 30, 2025, discrete tax items recorded in tax expense was an expense of approximately $1.0 million and a benefit of approximately $ 25.2 million.

The net tax benefit consisted primarily of changes in valuation allowance, share-based costs, true-up of estimates, and other miscellaneous costs.

In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, 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.

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 is in the process of evaluating the impact on its consolidated financial statements.

Critical Accounting Estimates

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Liquidity and Capital Resources

As of March 31, 2025, we had cash and cash equivalents of $259.2 million, short-term debt of $1.2 billion, long-term debt, including current maturities, of approximately $3.4 billion, and stockholders’ equity of approximately $11.9 billion.

As of June 30, 2025, we had cash and cash equivalents of $286.2 million, short-term debt of $1.0 billion, long-term debt, including current maturities, of approximately $3.4 billion, and stockholders’ equity of approximately $12.6 billion.

We have a target liquidity buffer of up to $3.0 billion, including cash and available committed and uncommitted credit lines.

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Our capital allocation priorities include maintaining our target investment grade metrics and financial strength, sustaining our assets, including ensuring the safety of our employees 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 shareholders, including by paying dividends.

During the three months ended March 31, 2025, we returned cash dividends of $70.9 million, and invested $340.8 million in capital expenditures.

During the six months ended June 30, 2025, we paid cash dividends of $141.0 million, and invested $645.4 million in capital expenditures.

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

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There can be no assurance, however, that we will continue to generate cash flows at or above current levels.

As of March 31, 2025, we had $2.50 billion available under our $2.50 billion committed revolving credit facility, approximately $0.8 billion available under our uncommitted facilities and had $1.7 billion available under our $2.5 billion commercial paper program that is backed by the revolving credit facility.

As of June 30, 2025, we had $2.50 billion available under our $2.50 billion committed revolving credit facility, approximately $0.7 billion available under our uncommitted facilities and had $1.9 billion available under our $2.5 billion commercial paper program that is backed by the revolving credit facility.

We consider amounts borrowed under our commercial paper program as a reduction of availability under our revolving credit facility.

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

Our credit facilities, including the revolving credit facility, require us to maintain certain financial ratios, as discussed in Note 11 of our Notes to Consolidated Financial Statements in our 10-K Report and as discussed in Note 9 to our Condensed Consolidated Financial Statements in this report.

We were in compliance with these ratios as of June 30, 2025.

All of our cash equivalents are diversified in highly rated investment vehicles.

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subsidiaries and are not subject to significant foreign currency exposures, as the majority are held in investments denominated in U.S.

dollars as of March 31, 2025.

dollars as of June 30, 2025.

These funds may create foreign currency transaction gains or losses, however, depending on the functional currency of the entity holding the cash.

In addition, there are no significant restrictions that would preclude us from bringing these funds back to the U.S., aside from withholding taxes.

The following table represents a comparison of the net cash provided by (used in) operating activities, net cash used in investing activities, and net cash provided by financing activities for the three months ended March 31, 2025 and March 31, 2024:

(in millions) Three months ended

March 31, 2025-2024

The following table represents a comparison of the net cash provided by operating activities, net cash used in investing activities, and net cash used in financing activities for the six months ended June 30, 2025 and June 30, 2024:

(in millions) Six months ended

June 30, 2025-2024

Cash Flow 2025 2024 Change Percent

Net cash provided by (used in) operating activities $ 42.9 $ (80.0) $ 122.9 NM

Net cash provided by operating activities $ 652.4 $ 767.0 $ (114.6) (15) %

Net cash used in investing activities (659.3) (736.8) 77.5 (11) %

Net cash provided by financing activities 272.0 457.9 (185.9) (41) %

Net cash used in financing activities (13.2) (30.7) 17.5 (57) %

Operating Activities

During the three months ended March 31, 2025, net cash provided by operating activities was $42.9 million, compared to net cash used in operating activities of $80.0 million for the same period in the prior year.

Our results of operations, after non-cash adjustments, contributed $434.4 million to cash flows from operating activities during the three months ended March 31, 2025, compared to $383.5 million as computed on the same basis for the prior year period.

During the three months ended March 31, 2025, we had an unfavorable change in assets and liabilities of $391.5 million, compared to an unfavorable change of $463.5 million during the three months ended March 31, 2024.

The change in assets and liabilities for the three months ended March 31, 2025, was primarily driven by increases in inventories of $162.4 million and a decrease in accounts payable and accrued liabilities of $331.9 million, offset by a favorable impact from a decrease in current and noncurrent assets of $55.1 million and accounts receivable of $59.6 million.

The increase in inventories was primarily due to higher inventory volumes across our segments in the current year period, especially in Brazil as they prepare for their high season.

The decrease in accounts payable and accrued liabilities was primarily due to the timing of tax and employee incentive payments.

The decrease in other current and noncurrent assets was primarily related to a decrease in taxes receivable and prepaid taxes.

Accounts receivable decreased primarily due to lower sales volumes primarily in our Phosphate segment.

During the six months ended June 30, 2025, net cash provided by operating activities was $652.4 million, compared to net cash provided by operating activities of $767.0 million for the same period in the prior year.

Our results of operations, after non-cash adjustments, contributed $820.3 million to cash flows from operating activities during the six months ended June 30, 2025, compared to $960.1 million as computed on the same basis for the prior year period.

During the six months ended June 30, 2025, we had an unfavorable change in assets and liabilities of $167.9 million, compared to an unfavorable change of $193.1 million during the six months ended June 30, 2024.

The change in assets and liabilities for the six months ended June 30, 2025, was primarily driven by increases in inventories of $378.1 million partially offset by a favorable impact from an increase in accounts payable and accrued liabilities of $118.7 million, and an increase in other noncurrent liabilities of $53.0 million.

The increase in inventories was primarily due to higher inventory volumes and raw material prices across our segments in the current year period, especially in Brazil, due to seasonality.

The increase in accounts payable and accrued liabilities was primarily due an increase in inventory purchases and an increase in customer prepayments.

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

Investing Activities

Net cash used in investing activities was $340.8 million for the three months ended March 31, 2025 compared to $387.8 million for the same period a year ago.

We had capital expenditures of $340.8 million for the three months ended March 31, 2025, compared to $383.0 million in the prior year period.

Net cash used in investing activities was $659.3 million for the six months ended June 30, 2025, compared to $736.8 million for the same period a year ago.

We had capital expenditures of $645.4 million for the six months ended June 30, 2025, compared to $716.9 million in the prior year period.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2025 was $272.0 million, compared to $457.9 million for the same period in the prior year.

During the three months ended March 31, 2025, we received net proceeds of $202.1 million under our inventory financing arrangement and $185.8 million under other short-term debt arrangements.

During the current year period, we paid dividends of $70.9 million, made payments on long-term debt of $11.7 million and made net payments on our structured accounts payable arrangements of $22.8 million.

Net cash used in financing activities for the six months ended June 30, 2025 was $13.2 million, compared to $30.7 million for the same period in the prior year.

During the six months ended June 30, 2025, we paid dividends of $141.0 million, made payments on long-term debt, net of borrowings, of $34.9 million and made net payments on our structured accounts payable arrangements of $10.7 million.

During the current year period, we received net proceeds of $202.9 million under our inventory financing arrangement and $8.5 million under other short-term debt arrangements.

Debt Instruments, Guarantees and Related Covenants

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• potential changes in trade policies, including the impact of U.S.

tariffs and retaliatory tariffs on economic conditions;

tariffs and retaliatory tariffs on prices of raw materials and commodities and other economic conditions;

• changes in farmers’ application rates for crop nutrients;

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• shortages or other unavailability of trucks, railcars, tugs, barges and ships for carrying our products and raw materials;

• the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations;

• the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations, other than tariffs;

• foreign exchange rates and fluctuations in those rates;

21 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-Q

Item 2. Management’s Discussion and Analysis