What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 139 added, 121 removed, 732 unchanged (26% of the section changed)

1 unchanged sentence

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

Three months ended Six months ended

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

Three months ended Nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net sales $ 3,452.1 $ 2,810.9 $ 9,078.7 $ 8,306.9

7 unchanged sentences

Other income (expense) 306.3 ( 0.4 ) 391.7 6.8

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

Earnings from consolidated companies before income taxes 599.3 174.2 1,476.4 125.0

Provision for income taxes 175.5 48.0 384.8 152.9

1 unchanged sentence

Equity in net earnings of nonconsolidated companies 0.3 4.5 2.2 64.2

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

Net earnings including noncontrolling interests 424.1 130.7 1,093.8 36.3

Net earnings attributable to noncontrolling interests 12.7 8.5 33.6 30.4

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

Basic net earnings (loss) per share attributable to Mosaic $ 1.29 $ ( 0.50 ) $ 2.05 $ ( 0.36 )

Net earnings attributable to Mosaic $ 411.4 $ 122.2 $ 1,060.2 $ 5.9

Basic net earnings per share attributable to Mosaic $ 1.30 $ 0.38 $ 3.34 $ 0.02

Basic weighted average number of shares outstanding 317.4 318.4 317.2 320.6

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

Diluted net earnings per share attributable to Mosaic $ 1.29 $ 0.38 $ 3.33 $ 0.02

Diluted weighted average number of shares outstanding 319.4 319.4 318.8 321.6

3 unchanged sentences

(In millions)

Three months ended Six months ended

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

Three months ended Nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net earnings (loss) including noncontrolling interest $ 424.1 $ 130.7 $ 1,093.8 $ 36.3

Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss) 239.8 ( 136.5 ) 347.9 ( 266.2 )

Foreign currency translation (loss) gain ( 4.8 ) 104.6 343.1 ( 161.6 )

Net actuarial (loss) gain and prior service cost ( 1.7 ) 0.4 ( 2.5 ) 1.8

Realized gain (loss) on interest rate swap — — — —

Net gain (loss) on marketable securities held in trust fund 7.7 ( 2.6 ) 15.6 ( 12.9 )

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

Net gain on marketable securities held in trust fund 5.8 13.7 21.4 0.8

Other comprehensive income (loss) ( 0.8 ) 118.7 361.9 ( 159.0 )

6 unchanged sentences

(In millions, except per share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

24 unchanged sentences

Other noncurrent liabilities 2,937.8 2,862.9

Preferred Stock, $ 0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2025 and December 31, 2024

Common Stock, $ 0.01 par value, 1,000,000,000 shares authorized, 391,232,658 shares issued and 317,288,326 shares outstanding as of June 30, 2025, 394,648,654 shares issued and 316,932,047 shares outstanding as of December 31, 2024

Preferred Stock, $ 0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of September 30, 2025 and December 31, 2024

Common Stock, $ 0.01 par value, 1,000,000,000 shares authorized, 391,351,508 shares issued and 317,407,176 shares outstanding as of September 30, 2025, 394,648,654 shares issued and 316,932,047 shares outstanding as of December 31, 2024

Capital in excess of par value 22.7 2.1

9 unchanged sentences

(In millions)

Six months ended

June 30, 2025 June 30, 2024

Nine months ended

September 30, 2025 September 30, 2024

Cash Flows from Operating Activities:

Net earnings (loss) including noncontrolling interests $ 669.7 $ ( 94.4 )

Net earnings including noncontrolling interests $ 1,093.8 $ 36.3

Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:

7 unchanged sentences

Foreign currency adjustments ( 285.9 ) 117.5

Impairment of assets held for sale 73.0 —

Amortization of debt financing fees 33.6 25.1

32 unchanged sentences

Cash, cash equivalents and restricted cash - December 31 305.0 360.8

Cash, cash equivalents and restricted cash - June 30 $ 302.4 $ 350.3

Cash, cash equivalents and restricted cash - September 30 $ 177.3 $ 332.1

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Six months ended

June 30, 2025 June 30, 2024

Nine months ended

September 30, 2025 September 30, 2024

Reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows:

5 unchanged sentences

Cash paid during the period for:

Interest (net of amount capitalized of $ 16.2 and $ 19.4 for the six months ended June 30, 2025 and 2024, respectively)

Interest (net of amount capitalized of $ 24.1 and $ 26.1 for the nine months ended September 30, 2025 and 2024, respectively)

$ 113.7 $ 114.0

7 unchanged sentences

Common Stock Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive (Loss) Noncontrolling Interests Total Equity

Balance as of March 31, 2024 321.4 $ 3.2 $ — $ 14,109.0 $ ( 2,093.3 ) $ 144.9 $ 12,163.8

Balance as of June 30, 2024 319.6 $ 3.2 $ — $ 13,906.8 $ ( 2,229.4 ) $ 149.5 $ 11,830.1

Total comprehensive (loss) income — — — 122.2 118.2 9.0 249.4

Vesting of restricted stock units — — — ( 0.1 ) — — ( 0.1 )

Stock based compensation — — 5.5 — — — 5.5

1 unchanged sentence

( 1.8 ) — ( 3.9 ) ( 46.6 ) — — ( 50.5 )

Dividends ($ 0.21 per share)

— — — ( 67.4 ) — — ( 67.4 )

Dividends for noncontrolling interests — — — — — ( 5.8 ) ( 5.8 )

Balance as of June 30, 2024 319.6 $ 3.2 $ — $ 13,906.8 $ ( 2,229.4 ) $ 149.5 $ 11,830.1

Balance as of September 30, 2024 317.9 $ 3.2 $ 1.6 $ 13,915.0 $ ( 2,111.2 ) $ 152.7 $ 11,961.3

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

7 unchanged sentences

Dividends for noncontrolling interests — — — — — ( 17.6 ) ( 17.6 )

Balance as of September 30, 2024 317.9 $ 3.2 $ 1.6 $ 13,915.0 $ ( 2,111.2 ) $ 152.7 $ 11,961.3

Balance as of June 30, 2025 317.3 $ 3.2 $ 16.6 $ 14,504.3 $ ( 2,089.1 ) $ 149.6 $ 12,584.6

Balance as of March 31, 2025 317.2 $ 3.2 $ 8.3 $ 14,093.9 $ ( 2,334.5 ) $ 145.8 $ 11,916.7

Total comprehensive income — — — 411.4 ( 1.5 ) 13.4 423.3

1 unchanged sentence

Stock based compensation — — 6.5 — — — 6.5

Dividends — — — ( 0.3 ) — — ( 0.3 )

Dividends ( 0.22 per share)

— — — ( 70.3 ) — — ( 70.3 )

Dividends for noncontrolling interests — — — — — ( 6.7 ) ( 6.7 )

Balance as of June 30, 2025 317.3 $ 3.2 $ 16.6 $ 14,504.3 $ ( 2,089.1 ) $ 149.6 $ 12,584.6

Balance as of September 30, 2025 317.4 $ 3.2 $ 22.7 $ 14,845.4 $ ( 2,090.6 ) $ 156.3 $ 12,937.0

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

5 unchanged sentences

Dividends for noncontrolling interests — — — — — ( 13.1 ) ( 13.1 )

Balance as of June 30, 2025 317.3 $ 3.2 $ 16.6 $ 14,504.3 $ ( 2,089.1 ) $ 149.6 $ 12,584.6

Balance as of September 30, 2025 317.4 $ 3.2 $ 22.7 $ 14,845.4 $ ( 2,090.6 ) $ 156.3 $ 12,937.0

See Notes to Condensed Consolidated Financial Statements

20 unchanged sentences

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

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

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

Summary of Significant Accounting Policies

18 unchanged sentences

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

We also expect it to have no impact on our results of operations, cash flows or financial conditions.

We also expect it to have no impact on our results of operations, cash flows or financial condition.

We will begin providing the enhanced disclosure related to income taxes effective with our annual report on Form 10-K for the fiscal year ending December 31, 2025.

10 unchanged sentences

The following provides add i tional information concerning selected balance sheet accounts:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Other current assets

40 unchanged sentences

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Diluted net income (loss) per share attributable to Mosaic $ 1.29 $ 0.38 $ 3.33 $ 0.02

A total of zero and 0.2 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2025, and 0.8 million and 0.6 million and for the three and six months ended June 30, 2024 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

A total of zero shares of common stock subject to issuance related to share-based awards for the three and nine months ended September 30, 2025, and 1.4 million and 0.8 million and for the three and nine months ended September 30, 2024 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials $ 214.8 $ 148.6

6 unchanged sentences

(a) Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon .

Mosaic had goodwill of $ 1.1 billion as of June 30, 2025 and December 31, 2024, respectively.

Mosaic had goodwill of $ 1.1 billion as of September 30, 2025 and December 31, 2024, respectively.

We review goodwill for impairment annually in October and at any time events or circumstances indicate that the carrying value may not be fully recoverable, which is based on our accounting policy and GAAP.

5 unchanged sentences

Foreign currency translation 27.2 3.5 — 30.7

Balance as of June 30, 2025 $ 997.6 $ 96.5 $ 12.1 $ 1,106.2

Balance as of September 30, 2025 $ 982.6 $ 97.1 $ 12.1 $ 1,091.8

We will perform our next annual goodwill impairment analysis for each of our reporting units as of October 31, 2025.

10 unchanged sentences

A credit loss would then be recognized in operations for the amount of the expected credit loss.

As of June 30, 2025 we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

As of September 30, 2025 we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

We review the fair value hierarchy classification on a quarterly basis.

6 unchanged sentences

Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The estimated fair value of the investments in the RCRA Trusts as of June 30, 2025 and December 31, 2024 are as follows:

The estimated fair value of the investments in the RCRA Trusts as of September 30, 2025 and December 31, 2024 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

June 30, 2025

September 30, 2025

Cash and cash equivalents $ 2.5 $ — $ — $ 2.5

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables show gross unrealized losses and fair values of the RCRA Trusts ’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2025 and December 31, 2024 :

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions) Fair

8 unchanged sentences

$ 103.6 $ ( 4.4 ) $ 136.9 $ ( 8.4 )

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of June 30, 2025.

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of September 30, 2025.

Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations before the underlying contracts mature.

June 30, 2025

September 30, 2025

Due in one year or less $ 9.8

3 unchanged sentences

Total debt securities $ 731.7

For the three and six months ended June 30, 2025, realized gains were $ 0.3 million and $ 0.7 million, respectively, and realized losses were $ 7.2 million and $ 7.8 million, respectively.

For the three and six months ended June 30, 2024, realized gains were $ 0.3 million and $ 10.9 million, respectively, and realized losses were $ 7.9 million and $ 14.7 million, respectively.

For the three and nine months ended September 30, 2025, realized gains were $ 0.6 million and $ 1.3 million, respectively, and realized losses were $ 0.8 million and $ 8.6 million, respectively.

For the three and nine months ended September 30, 2024, realized gains were $ 6.4 million and $ 17.2 million, respectively, and realized losses were $ 1.2 million and $ 10.4 million, respectively.

Financing Arrangements

3 unchanged sentences

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

$ 100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

The Amended and Restated Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness (as defined), which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0 .

This facility also includes a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0 .

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

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

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

4 unchanged sentences

It is later repurchased by Mosaic at the original sale price plus interest and any transaction costs.

As of June 30, 2025 and December 31, 2024, we had financed inventory of $ 402.4 million and $ 199.5 million, respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

As of September 30, 2025 and December 31, 2024, we had financed inventory of $ 300.7 million and $ 199.5 million, respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

Receivable Purchasing Arrangement

5 unchanged sentences

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

During the three and six months ended June 30, 2025, the Company sold approximately $ 149.1 million and $ 251.2 million, respectively, of accounts receivable under this arrangement.

During the three and six months ended June 30, 2024, the Company sold approximately $ 102.0 million and $ 227.9 million, respectively.

During the three and nine months ended September 30, 2025, the Company sold approximately $ 215.5 million and $ 466.7 million, respectively, of accounts receivable under this arrangement.

During the three and nine months ended September 30, 2024, the Company sold approximately $ 97.0 million and $ 324.9 million, respectively.

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

Following such sales, we continue to service the collection of the receivables on behalf of the banks without further consideration.

As of June 30, 2025, $ 3.2 million had been collected but not yet remitted to the bank.

As of December 31, 2024 , there was no amount outstanding to be remitted to the banks.

As of September 30, 2025 and December 31, 2024 , there was no amount outstanding to be remitted to the banks.

Any outstanding amount is classified in accrued liabilities on the Condensed Consolidated Balance Sheets.

4 unchanged sentences

Mosaic then makes payment to the third-party intermediary at dates ranging from 123 to 166 days from date of shipment.

As of June 30, 2025 and December 31, 2024, the total structured accounts payable arrangements were $ 402.1 million and $ 402.3 million, respectively.

As of September 30, 2025 and December 31, 2024, the total structured accounts payable arrangements were $ 402.5 million and $ 402.3 million, respectively.

Commercial Paper Note Program

In September 2022, we established a commercial paper program which allows us to issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 2.5 billion.

We plan to use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program.

As of June 30, 2025, we had $ 638.9 million outstanding under this program, with a weighted average interest rate of 4.71 % and remaining average term of 13 days.

We use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program.

As of September 30, 2025, we had $ 773.8 million outstanding under this program, with a weighted average interest rate of 4.34 % and remaining average term of 13 days.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Term Loan Facility

2 unchanged sentences

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

As of June 30, 2025 and December 31,

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2024, $ 570.0 million, has been drawn under this facility with no further draws available.

As of September 30, 2025 and December 31, 2024, $ 570.0 million, has been drawn under this facility with no further draws available.

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

16 unchanged sentences

A reconciliation of our AROs is as follows:

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

AROs, beginning of period $ 2,572.2 $ 2,213.4

4 unchanged sentences

Foreign currency translation 40.1 ( 69.8 )

Reclass to held for sale ( 39.9 ) —

AROs, end of period 2,538.9 2,572.2

9 unchanged sentences

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

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

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

Resource Conservation and Recovery Act (“ RCRA ”) and

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

related state laws.

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

Resource Conservation and Recovery Act (“ RCRA ”) and related state laws.

As discussed below, a separate consent decree was previously entered into with the EPA and the FDEP with respect to RCRA compliance at the Plant City, Florida phosphate concentrates facility (the “ Plant City Facility ”) that we acquired as part of our acquisition of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

15 unchanged sentences

Under our current approach to satisfying applicable requirements, additional financial assurance would be required in the future if increases in cost estimates exceed the face amount of the Plant City Bond or the amount supported by the Bonnie Financial Test.

As of June 30, 2025 and December 31, 2024, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 365.6 million and $ 368.7 million, respectively.

As of September 30, 2025 and December 31, 2024, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 342.5 million and $ 368.7 million, respectively.

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

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

During the six months ended June 30, 2025, gross unrecognized tax benefits decreased by $ 1.3 million to $ 12.9 million.

The decrease is primarily related to statute expirations and true-up estimates, partially offset by recording U.S.

reserves and foreign exchange.

If recognized, approximately $ 9.5 million in unrecognized tax benefits would affect our effective tax rate and net earnings in future periods.

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

We had accrued interest and penalties totaling $ 5.4 million as of June 30, 2025 and December 31, 2024, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2025, gross unrecognized tax benefits increased to $ 1.5 billion.

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

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

The Company intends to apply to the Internal Revenue Services’ Pre-Filing Agreement Program to evaluate the amount and nature of the loss.

If recognized, approximately

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

$ 1.5 billion in unrecognized tax benefits would affect our effective tax rate, other deferred tax assets, and net earnings in future periods.

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

We had accrued interest and penalties totaling $ 5.6 million and $ 5.4 million as of September 30, 2025 and December 31, 2024, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Accounting for uncertain tax positions is determined by prescribing the minimum probability threshold that a tax position is more likely than not to be sustained based on the technical merits of the position.

4 unchanged sentences

The Company believes that any issues raised have been properly accounted for in its current financial statements.

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

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

For the three months ended September 30, 2025, discrete tax items recorded in tax expense was an expense of approximately $ 2.4 million.

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

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.

1 unchanged sentence

In situations where we expect to report losses for which we do not expect to receive tax benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated effective tax rate.

For the three months ended June 30, 2025, income tax expense was impacted by this set of rules, resulting in increased expense of $ 0.4 million compared to what would have been recorded under the general rule on a consolidated basis.

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

For the three months ended September 30, 2025, income tax expense was impacted by this set of rules, resulting in decreased expense of $ 0.9 million compared to what would have been recorded under the general rule on a consolidated basis.

For the nine months ended September 30, 2025, discrete tax items recorded in tax expense was a benefit of approximately $ 22.9 million.

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

14 unchanged sentences

The mark-to-market of these fair value hedges is recorded as gains or losses in interest expense.

We had no fixed-to-floating interest rate swap agreements in effect as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, the gross asset position of our derivative instruments was $ 32.8 million and $ 3.1 million, respectively, and the gross liability position of our liability instruments was $ 5.2 million and $ 87.8 million, respectively.

We had no fixed-to-floating interest rate swap agreements in effect as of September 30, 2025 and December 31, 2024.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

As of September 30, 2025 and December 31, 2024, the gross asset position of our derivative instruments was $ 4.6 million and $ 3.1 million, respectively, and the gross liability position of our liability instruments was $ 4.5 million and $ 87.8 million, respectively.

The following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) June 30, 2025 December 31, 2024

(in millions of Units) September 30, 2025 December 31, 2024

Derivative Instrument Derivative Category Unit of Measure

4 unchanged sentences

These agreements contain provisions that allow us to settle for the net amount between payments and receipts, and also state that if our debt were to be rated below investment grade, certain counterparties could request full collateralization on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2025 and December 31, 2024 was $ 5.3 million and $ 58.1 million, respectively.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2025 and December 31, 2024 was $ 4.5 million and $ 58.1 million, respectively.

We have no cash collateral posted in association with these contracts.

If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2025, we would have been required to post an additional $ 1.2 million of collateral assets, which are either cash or U.S.

If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2025, we would have been required to post an additional $ 3.2 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

11 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, the gross asset position of our foreign currency derivative instruments was $ 32.8 million and $ 3.1 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 5.1 million and $ 86.1 million, respectively.

As of September 30, 2025 and December 31, 2024, the gross asset position of our foreign currency derivative instruments was $ 4.6 million and $ 3.1 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 4.0 million and $ 86.1 million, respectively.

Commodity Derivatives - The commodity contracts primarily relate to natural gas.

5 unchanged sentences

The gross asset position of our commodity derivative instruments was zero as of June 30, 2025 and December 31, 2024, and the gross liability position of our commodity instruments was $ 0.1 million and $ 1.7 million as of June 30, 2025 and December 31, 2024, respectively.

The gross asset position of our commodity derivative instruments was zero as

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

of September 30, 2025 and December 31, 2024, and the gross liability position of our commodity instruments was $ 0.5 million and $ 1.7 million as of September 30, 2025 and December 31, 2024, respectively.

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

2 unchanged sentences

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

We did not hold any interest rate derivative positions as of June 30, 2025.

We did not hold any interest rate derivative positions as of September 30, 2025.

Financial Instruments

The carrying amounts and estimated fair values of our financial instruments are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

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

During the three and six months ended June 30, 2025, we made no share repurchases.

During the three and six months ended June 30, 2024, we repurchased 1,835,788 and 5,234,488 shares of Common Stock in the open market for approximately $ 52.0 million and $ 160.4 million, respectively, at an average purchase price per share of $ 28.33 and $ 30.64 , respectively.

During the three and nine months ended September 30, 2025, we made no share repurchases.

During the three and nine months ended September 30, 2024, we repurchased 1,772,144 and 7,006,632 shares of Common Stock in the open market for approximately $ 50.0 million and $ 210.4 million, respectively, at an average purchase price per share of $ 28.21 and $ 30.03 , respectively.

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, our ability to access capital resources, our liquidity and corporate, regulatory and other considerations.

2 unchanged sentences

Accumulated Other Comprehensive Income (Loss) ( “ AOCI ” )

The following table sets forth the changes in AOCI, net of tax, by component during the three and six months ended June 30, 2025 and June 30, 2024:

The following table sets forth the changes in AOCI, net of tax, by component during the three and nine months ended September 30, 2025 and September 30, 2024:

Foreign Currency Translation Gain (Loss) Net Actuarial Gain and Prior Service Cost Amortization of Gain on Interest Rate Swap Net Gain (Loss) on Marketable Securities Held in Trust Total

Three Months Ended June 30, 2025

Balance at March 31, 2025 $ ( 2,313.8 ) $ ( 22.0 ) $ 8.0 $ ( 6.7 ) $ ( 2,334.5 )

Three Months Ended September 30, 2025

Balance at June 30, 2025 $ ( 2,075.2 ) $ ( 22.9 ) $ 8.0 $ 1.0 $ ( 2,089.1 )

Other comprehensive income (loss) ( 4.8 ) 0.3 ( 0.1 ) 7.5 2.9

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Other comprehensive income (loss) attributable to noncontrolling interest ( 0.7 ) — — — ( 0.7 )

Balance as of June 30, 2025 $ ( 2,075.2 ) $ ( 22.9 ) $ 8.0 $ 1.0 $ ( 2,089.1 )

Three Months Ended June 30, 2024

Balance at March 31, 2024 $ ( 2,059.1 ) $ ( 32.2 ) $ 8.1 $ ( 10.1 ) $ ( 2,093.3 )

Balance as of September 30, 2025 $ ( 2,080.7 ) $ ( 24.6 ) $ 7.9 $ 6.8 $ ( 2,090.6 )

Three Months Ended September 30, 2024

Balance at June 30, 2024 $ ( 2,193.2 ) $ ( 31.6 ) $ 8.1 $ ( 12.7 ) $ ( 2,229.4 )

Other comprehensive income (loss) 101.6 1.1 — 17.7 120.4

2 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 0.5 ) — — — ( 0.5 )

Balance as of June 30, 2024 $ ( 2,193.2 ) $ ( 31.6 ) $ 8.1 $ ( 12.7 ) $ ( 2,229.4 )

Six Months Ended June 30, 2025

Balance as of September 30, 2024 $ ( 2,089.1 ) $ ( 31.2 ) $ 8.1 $ 1.0 $ ( 2,111.2 )

Nine Months Ended September 30, 2025

Balance at December 31, 2024 $ ( 2,420.3 ) $ ( 22.1 ) $ 8.0 $ ( 14.6 ) $ ( 2,449.0 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 3.5 ) — — — ( 3.5 )

Balance as of June 30, 2025 $ ( 2,075.2 ) $ ( 22.9 ) $ 8.0 $ 1.0 $ ( 2,089.1 )

Six Months Ended June 30, 2024

Balance as of September 30, 2025 $ ( 2,080.7 ) $ ( 24.6 ) $ 7.9 $ 6.8 $ ( 2,090.6 )

Nine Months Ended September 30, 2024

Balance at December 31, 2023 $ ( 1,930.2 ) $ ( 33.0 ) $ 8.1 $ 0.2 $ ( 1,954.9 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest 2.7 — — — 2.7

Balance as of June 30, 2024 $ ( 2,193.2 ) $ ( 31.6 ) $ 8.1 $ ( 12.7 ) $ ( 2,229.4 )

Balance as of September 30, 2024 $ ( 2,089.1 ) $ ( 31.2 ) $ 8.1 $ 1.0 $ ( 2,111.2 )

THE MOSAIC COMPANY

2 unchanged sentences

We enter into transactions and agreements with certain of our non-consolidated companies and other related parties from time to time.

As of June 30, 2025 and December 31, 2024, the net amount due to our non-consolidated companies totaled $ 56.6 million and $ 46.5 million, respectively.

As of September 30, 2025 and December 31, 2024, the net amount due to our non-consolidated companies totaled $ 101.2 million and $ 46.5 million, respectively.

The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.

Taking into consideration established accruals of approximately $ 189.6 million and $ 197.5 million as of June 30, 2025 and December 31, 2024, respectively, of which $ 57.1 million and $ 90.8 million are included in Accrued Liabilities and $ 132.5 million and $ 106.7 million in Other Non Current Liabilities in the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

Taking into consideration established accruals of approximately $ 186.0 million and $ 197.5 million as of September 30, 2025 and December 31, 2024, respectively, of which $ 73.4 million and $ 90.8 million are included in Accrued Liabilities and $ 112.6 million and $ 106.7 million in Other Non Current Liabilities in the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters.

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Phase II work, which consists of injecting high pressure grout beneath the stack to restore the geological confining layer beneath it, began in early in 2023 and the work is now complete.

As of June 30, 2025, we have a reserve of $ 9.0 million for estimated water management and other costs associated with this event.

As of September 30, 2025, we have a reserve of $ 6.3 million for estimated water management and other costs associated with this event.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any.

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We have begun repairs;

stabilization grouting is now complete and high-pressure grouting began in October 2024.

stabilization grouting is complete.

High-pressure grouting began in October 2024 and is expected to be completed by March 2026.

The area of the stack is not in use for either process water storage or additional gypsum placement.

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No offsite impacts are known or expected.

As of June 30, 2025, we have a reserve of $ 77.0 million for estimated repairs.

As of September 30, 2025, we have a reserve of $ 65.4 million for estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

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Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 651.7 million.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 86.4 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2025.

Approximately $ 401.3 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 64.5 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2025.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 76.3 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 2025.

Approximately $ 434.2 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 56.8 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 2025.

Based on Brazil legislation and the current status of similar labor cases involving unrelated companies, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses.

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Approximately $ 395.1 million of the maximum potential liability relates to a Brazilian federal value added tax, PIS and COFINS and tax credit cases, while the majority of the remaining amount relates to various other non-income tax cases.

The maximum potential liability can increase with new audits from Brazilian tax authorities.

Based on Brazil tax legislation and the

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

current status of similar tax cases involving unrelated taxpayers, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses, which are immaterial.

maximum potential liability can increase with new audits from Brazilian tax authorities.

Based on Brazil tax legislation and the current status of similar tax cases involving unrelated taxpayers, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses, which are immaterial.

If the status of similar tax cases involving unrelated taxpayer changes in the future, additional accruals could be required.

9 unchanged sentences

For a description of our business segments, see Note 1 to the Condensed Consolidated Financial Statements.

Segment information for the three and six months ended June 30, 2025 and 2024 was as follows:

Segment information for the three and nine months ended September 30, 2025 and 2024 was as follows:

Phosphate Potash Mosaic Fertilizantes Corporate, Eliminations and Other (a)

Three months ended June 30, 2025

Three months ended September 30, 2025

Net sales to external customers $ 1,046.7 $ 698.8 $ 1,592.2 $ 114.4 $ 3,452.1

13 unchanged sentences

Depreciation, depletion and amortization expense 129.0 92.6 45.9 9.5 277.0

Three months ended June 30, 2024

Three months ended September 30, 2024

Net sales to external customers $ 776.7 $ 521.7 $ 1,399.2 $ 113.3 $ 2,810.9

11 unchanged sentences

Operating earnings (loss) 7.6 109.3 56.1 ( 57.6 ) 115.4

Capital expenditures 176.9 75.0 46.4 35.6 333.9

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Capital expenditures 126.5 61.2 51.6 1.5 240.8

Depreciation, depletion and amortization expense 117.7 68.4 39.9 11.9 237.9

Six months ended June 30, 2025

Nine months ended September 30, 2025

Net sales to external customers $ 2,996.1 $ 1,980.7 $ 3,700.9 $ 401.0 $ 9,078.7

13 unchanged sentences

Depreciation, depletion and amortization expense 371.4 253.0 127.9 29.4 781.7

Six months ended June 30, 2024

Nine months ended September 30, 2024

Net sales to external customers $ 2,788.9 $ 1,811.5 $ 3,334.5 $ 372.0 $ 8,306.9

14 unchanged sentences

Total Assets (e)

As of June 30, 2025 $ 9,674.8 $ 6,903.9 $ 5,039.2 $ 2,686.9 $ 24,304.8

As of September 30, 2025 $ 9,798.8 $ 6,677.2 $ 5,285.7 $ 2,905.8 $ 24,667.5

As of December 31, 2024 9,419.5 6,480.6 4,372.0 2,651.9 22,924.0

1 unchanged sentence

(a) The “Corporate, Eliminations and Other” category includes the results of our ancillary distribution operations in India and China.

For the three and six months ended June 30, 2025, distribution operations in India and China collectively had revenue of $ 132.4 million and $ 279.9 million, respectively, and gross margin of $ 19.7 million and $ 40.0 million, respectively.

For the three and six months ended June 30, 2024, distribution operations in India and China collectively had revenue of $ 120.9 million and $ 250.1 million, respectively, and gross margin of $ 2.4 million and $ 9.9 million, respectively.

For the three and nine months ended September 30, 2025, distribution operations in India and China collectively had revenue of $ 112.4 million and $ 392.3 million, respectively, and gross margin of $ 13.2 million and $ 53.2 million, respectively.

For the three and nine months ended September 30, 2024, distribution operations in India and China collectively had revenue of $ 111.1 million and $ 361.2 million, respectively, and gross margin of $ 15.9 million and $ 25.9 million, respectively.

These operations do not meet the quantitative thresholds for determining reportable segments.

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024 2025 2024

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024 2025 2024

13 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Assets Held for Sale

On August 12, 2025, we entered into an agreement to sell our interest in the Taquari potash mine in Brazil that was acquired as part of the Acquisition, for proceeds of up to $ 27 million.

During the three months ended September 30, 2025, an impairment loss of approximately $ 73 million and is included in Other Operating Expense in our Condensed Consolidated Statement of Earnings.

The fair value used to determine the impairment loss was based on the expected proceeds described in the agreement (a level three fair value measurement as it is subject to working capital adjustments).

The related assets and liabilities are considered held for sale and included in Other Current Assets and Other Current Liabilities, respectively on the Condensed Consolidated Balance Sheet at September 30, 2025.

The sale was completed on November 3, 2025.

After quarter-end, on October 3, 2025, we completed the sale of our idled Patos de Minas phosphate mining unit in Brazil.

Under terms of the agreement, we will receive $ 111 million, with $ 51 million received at closing and the balance of the purchase price to be paid in installments over the next four years.

The related assets are considered held for sale and included in other current assets and other current liabilities on the Condensed Consolidated Balance Sheet at September 30, 2025.

There was no impairment loss recorded on these assets due to an anticipated gain on the transaction.

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 1. Financial Statements