Mosaic (MOS) 10-K risk factor changes: FY2024 vs FY2023

[added: The international market for crop nutrients is influenced by such] factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, including subsidy policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of certain countries and other regulatory policies of foreign governments, as well as the laws and policies of the U.S. affecting foreign trade and investment, including use of tariffs.

In 2021, the [removed: DOC] [added: U.S. Department of Commerce (“DOC”)] issued [removed: CVD] [added: countervailing duty (“CVD”)] orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC’s determination that the imports [removed: were] [added: are] unfairly subsidized, and the U.S. International Trade Commission’s [added: (“ITC”)] determination that the [removed: imports materially injure the U.S. phosphate fertilizer industry.]

Moroccan and Russian producers have initiated [added: federal court] actions [removed: at the CIT] seeking to overturn the orders.

For example, the Covid-19 pandemic adversely affected our businesses in multiple ways, including by creating short-term labor [removed: shortages,] [added: shortages] due to illness, and transportation issues, such as trucking delays and port congestion, which slowed delivery of inputs to our facilities and products to our end customers.

The full impact of another public health event depends on various [removed: factors] [added: factors,] any of which could materially increase our costs, negatively impact our revenue and/or adversely impact our results of operations and liquidity, possibly to a significant degree.

[removed: The seasonality of crop nutrient demand results in our sales volumes and net sales] typically being the highest during the North American spring season and our working capital requirements typically being the highest just prior to the start of the spring season.

Examples of the types of events that could result, and [removed: have] [added: have, in the past,] resulted, in a disruption at these facilities include: adverse weather; strikes or other work stoppages; civil unrest; deliberate, malicious acts, including acts of terrorism and armed conflict; political or economic instability; cyberattacks; changes in permitting, financial assurance or certain environmental, health and safety laws or other changes in the regulatory environment in which we operate; legal and regulatory proceedings; our relationships with the other member of Canpotex and the other joint ventures in which we participate and their or our exit from participation in such joint ventures; other changes in our commercial arrangements with unrelated third parties; brine inflows at our Esterhazy, Saskatchewan mine or our other shaft mines; mechanical failure and accidents or other failures occurring in the course of operating activities, including at our gypstacks, clay settling areas and tailing dams; accidents occurring in the course of operating activities; lack of truck, rail, barge or ship transportation; and other factors.

Reduced oil refinery operating rates in the U.S. and Canada could, and [removed: have resulted in,] [added: have, in] the past, [added: resulted] in decreased availability of molten sulfur, which could increase costs of sulfur procurement or decrease availability of sulfur needed in our phosphate fertilizer production operations.

[removed: the] [added: Changes in the] price or availability of these key inputs for production of finished goods have had, and could again have, a material adverse impact on our businesses.

[removed: A significant increase in the price of fertilizer, natural gas, ammonia, sulfur or energy costs] that is not recovered through an increase in the price of our related crop nutrients products could have a material adverse impact on our business.

In [removed: 2023,] [added: 2024,] we derived approximately [removed: 66%] [added: 64%] of our net sales from customers located outside of the U.S. As a result, we are subject to numerous risks and uncertainties relating to international sales and operations, including:

Natural resource extraction is an important part of the economy in [removed: Peru,] [added: Peru] and, in the past, there have been protests against other natural resource operations in Peru.

In addition to the FDEP, the U.S. Environmental Protection Agency (“EPA”) and the Louisiana Department of Environmental Quality also have similar requirements for water management objectives as outlined in our U.S. Resource Conservation and Recovery Act (“RCRA”) Consent [removed: Decree’s.][added: Decrees.]

If adverse weather [removed: occurs] [added: conditions occur] in coming years, our facilities may be required to take additional measures to manage process water to comply with existing or future requirements and these measures could potentially have a material effect on our business and financial condition.

Adverse weather [added: conditions] may also cause a loss of production and may disrupt our supply chain or adversely affect delivery of our products to our customers.

In [removed: the second half of] 2021, we experienced production impacts related to Hurricane Ida at our Louisiana operations.

We also experienced down time and delayed shipments caused by impacts from Hurricane Ian which occurred [removed: at the end of the third quarter] in 2022.

For example, in [removed: 2019,] [added: 2019] we experienced the wettest year in North America in nearly 50 years, which reduced fertilizer applications by farmers.

Drought can reduce farmers’ crop yields and the uptake of [removed: phosphates] [added: phosphate] and potash, reducing the need for application of additional [removed: phosphates] [added: phosphate] and potash for the next planting season.

The [removed: impact] [added: impacts] of climate change on our operations and those of our customers remains uncertain.

The impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature [removed: levels] [added: levels,] and [removed: that] these changes could be severe.

[added: Severe] climate change could impact our costs and operating activities, the location and cost of global grain and oilseed production, and the supply and demand for grains and oilseeds.

At the present time, we cannot predict the prospective [removed: impact] [added: impacts] of climate change on our results of operations, liquidity or capital resources, or whether any such effects could be material to us.

We [removed: also] hold minority ownership interests in other companies that are not controlled by us.

The operations and results of [removed: MWSPC] [added: Ma'aden] and some [removed: of the] other companies are significant to us, and their operations can affect [removed: our] earnings.

Because we do not control these companies either at the board or stockholder levels and because local laws in foreign jurisdictions and contractual obligations may place restrictions on monetary distributions by these companies, we cannot ensure that these companies will operate efficiently, pay [removed: dividends,] [added: dividends] or generally follow the desires of our management by virtue of our board or stockholder representation.

A significant portion of our [removed: workforce,] [added: work force,] and that of the joint ventures in which we participate, is covered by collective bargaining agreements with unions.

We use sulfuric acid to produce concentrated [removed: phosphates] [added: phosphate] in our Florida and Louisiana operations and our Brazil operations.

We have invested significant capital [removed: and expect future capital expenditures] associated with the implementation and integration of our information technology systems across our businesses.

In some jurisdictions, environmental laws change frequently and it may be challenging for us to achieve and maintain compliance [added: with all material environmental laws at all times.]

[removed: The U.S. federal and some] [added: Some] state governments increasingly are adopting standards or policies requiring environmental justice reviews in some permitting actions.

[added: Various legislative or regulatory initiatives relating to greenhouse gases have been adopted or] considered by the U.S. Congress, the EPA or various states and those initiatives already adopted may be used to implement a U.S. NDC.

Additionally, [added: in the future,] more stringent laws and regulations may be enacted to accomplish the goals set out in the NDC.

Brazil ratified the Paris Agreement in September 2016, committing to an NDC that includes [removed: an] economy-wide [removed: target of 1.3 GtCO2e by 2025 and 1.2 GtCO2e] [added: greenhouse gas reduction targets] by 2030.

Canada’s intended NDC aims to [removed: achieve, by 2030, an economy-wide target of reducing] [added: achieve significant] greenhouse gas emissions [removed: by 40-45% below 2005 levels.][added: reductions.]

In March [removed: 2022,] [added: 2024,] the SEC issued [removed: proposed] [added: final] rules on [removed: climate change disclosure requirements] [added: climate-related disclosures] that, if [removed: adopted as proposed,] [added: adopted,] will require disclosure of extensive detailed climate-related information.

The Company is monitoring the SEC’s [removed: proposed] [added: climate-related disclosure] rules and recently enacted standards in the European Union and California on climate change disclosure and is taking necessary steps to plan for the anticipated or adopted disclosure requirements.

In addition, to the extent climate change restrictions imposed in countries where our competitors [removed: operate,] [added: operate] such as India, China, Russia, Belarus or Morocco, are less stringent than in the U.S., Canada or Brazil, our competitors could gain cost or other competitive advantages over us.

[removed: If our safety procedures are not effective, an accident involving these impoundments] [added: impoundments] could result in serious injuries or death, damage to property or the environment, or result in the shutdown of our facilities, any of which could materially adversely affect our results of operations.

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imports materially injure the U.S. phosphate fertilizer industry.

These litigation challenges remain underway as further described in this Item 3 of Form 10-K.

U.S. tariffs on Canadian potash and retaliatory tariffs could materially adversely affect our business operations and financial condition.

In February 2025, the U.S. imposed a 25% tariff on most imports from Canada, including potash crop nutrients.

Although the implementation of these tariffs has been temporarily paused for 30 days, there is a risk that they may be reinstated and sustained for an extended period.

If these tariffs are reintroduced, they could significantly increase the cost of importing potash from Canada.

Higher potash prices may lead to reduced usage by U.S. farmers and negatively impact demand.

Additionally, retaliatory tariffs imposed by Canada on U.S. exports, could further exacerbate these challenges.

The prolonged imposition of these tariffs could have a material adverse effect on our business, financial condition, and results of operations.

The seasonality of crop nutrient demand results in our sales volumes and net sales

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In 2024, we experienced production and distribution impacts related to Hurricanes Francine, Helene and Milton.

A number of our sites are located in areas that are exposed to weather events and have been adversely impacted by hurricanes and excessive rainfall as described elsewhere in these risk factors.

To the extent climate change exacerbates these weather events, our operations could experience increased costs and disruptions to our business, which could be material.

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A recent federal court decision invalidated Florida’s Clean Water Act 404 “dredge and fill” permitting program and returned that permitting authority to the federal agencies.

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While that decision is under appeal, a change in permitting authority may complicate and delay the receipt of 404 Act approvals.

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The U.S. formally withdrew from the Paris Agreement in January 2025.

The future of the SEC climate-related disclosure rule is uncertain as it was immediately challenged in litigation and implementation has been stayed pending the legal challenges.

Most recently, the SEC issued a statement halting the defense of the climate-related disclosures until the Commission decides whether to continue defending it.

If our safety procedures are not effective, an accident involving these

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Mosaic manages its structures in accordance with all legal requirements and is implementing actions to be aligned with the major principles from the Global Industry Standard on Tailings Management – GISTM (established in 2020 by the ICMM – International Council of Metals and Mining, the UN environment program and the PRI – Principles of responsible investment).

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transportation costs.

To the extent other producers of crop nutrients

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The international market for crop nutrients is influenced by such

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These litigation challenges remain underway.

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

The CIT is now reviewing these remand determinations.

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

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

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

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

Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT.

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

Changes in

In addition, under an ammonia supply agreement with CF, we have agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price to be determined by a formula based on the prevailing price of U.S. natural gas.

If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of this agreement, we may not realize a cost benefit from the natural gas-based pricing over the term of the agreement, or the cost of our ammonia under the agreement could become a competitive disadvantage.

At times, we have paid considerably more for ammonia under the agreement than what we would have paid had we purchased it in the spot market.

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

The contract allows for either party to exercise rights on certain dates through 2032 that can result in changes to terms and conditions.

We also have a minority joint venture investment in MWSPC, which operates a mine and chemical complexes that produce phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia.

Severe

In 2013, we entered into an agreement to form MWSPC, a joint venture in which we hold a 25% interest, to develop a mine and chemical complexes for an estimated $8.0 billion cost, that produces phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia.

MWSPC is now operational, but the success of its operations depends on, among other matters, the availability and affordability of necessary resources and materials and access to appropriate infrastructure, availability and affordability of transportation, operational decisions of MWSPC management, ability to operate without material disruption to the facilities, as well as the general economic and political stability of the region.

with all material environmental laws at all times.

These actions can significantly delay issuance of the permits we need to operate or expand operations.

We have included additional discussion about permitting for our phosphate mines in Florida under “Environmental, Health, Safety and Security Matters–Operating Requirements and Impacts–Permitting” in our Management’s Analysis.

Previously, the U.S. had submitted an NDC aiming to achieve, by 2025, an economy-wide target of reducing greenhouse gas emissions by 26-28% below its 2005 level.

The NDC also aims to use best efforts to reduce emissions by 28%.

The U.S. target covers all greenhouse gases that were a part of the 2014 Inventory of Greenhouse Gas Emissions and Sinks.

While the status of this NDC is unclear, various legislative or regulatory initiatives relating to greenhouse gases have been adopted or

In 2020, Brazil submitted a new NDC, which reaffirms the country’s commitment to reducing total net greenhouse gas emissions by 37% in 2025 and by 43% in 2030.

They are regularly monitored to evaluate structural stability and for leaks.

Brazilian federal and state governments have new rules regarding tailings dam safety, construction, licensing and operations.

If we

A significant number of our employees, including some of our most highly skilled employees with specialized expertise in general corporate matters, potash and phosphates operations, will approach retirement age throughout the next decade.

The extent to which current

incidents of our technology systems.

See Note 10, Goodwill and Note 26, Mine Closure Costs, in the accompanying consolidated financial statements for further information related to charges incurred in 2019.

The following charts show the respective contributions to [removed: 2023] [added: 2024] sales volumes, net sales and gross margin for each of our business segments in effect at December 31, [removed: 2023:][added: 2024:]

[removed: ][added: ]

We account for approximately [removed: 12%] [added: 11%] of estimated global annual phosphate production.

We also account for approximately [removed: 13%] [added: 12%] of estimated global annual potash production.

We account for approximately [removed: 80%] [added: 66%] of estimated North American annual production of concentrated phosphate crop nutrients.

We account for approximately [removed: 72%] [added: 70 to 80%] of estimated annual production of concentrated phosphate crop nutrients in Brazil and 100% of estimated annual potash production in Brazil.

Business Developments [removed: during 2023][added: During 2024]

We have included additional information about these and other developments in our business during [removed: 2023] [added: 2024] in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Analysis”) and in the Notes to Consolidated Financial Statements.

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

[removed: ][added: ]

Our U.S. [removed: Phosphate] [added: Phosphates] operations have capacity to produce approximately 4.5 million tonnes of phosphoric acid (“P2O5”) per year, or about 7% of world annual capacity and about 60% of North American annual capacity.

Our U.S. P2O5 production totaled approximately [removed: 3.0] [added: 2.9] million tonnes during [removed: 2023.][added: 2024.]

Our U.S. operations account for approximately 6% of estimated global annual production and [removed: 54%] [added: 53%] of estimated North American annual [removed: output.][added: output of P2O5.]

Annual capacity by plant as of December 31, [removed: 2023] [added: 2024] and production volumes by plant for [removed: 2023] [added: 2024] are listed below:

| Bartow | | | | | | 1.1 | | | | | | [removed: 0.8] [added: 0.9] | | | | | | 2.5 | | | | | | [removed: 1.9] [added: 2.0] | | |

| New Wales | | | | | | 1.7 | | | | | | [removed: 1.1] [added: 1.0] | | | | | | 4.0 | | | | | | [removed: 2.4] [added: 2.3] | | |

| Riverview | | | | | | 0.9 | | | | | | [removed: 0.7] [added: 0.5] | | | | | | 1.8 | | | | | | [removed: 1.4] [added: 0.9] | | |

| Faustina | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | [removed: 0.9] [added: 1.1] | | |

| Uncle Sam | | | | | | 0.8 | | | | | | [removed: 0.4] [added: 0.5] | | | | | | — | | | | | | — | | |

| Total | | | | | | 4.5 | | | | | | [removed: 3.0] [added: 2.9] | | | | | | 9.9 | | | | | | [removed: 6.6] [added: 6.3] | | |

(a)Our ability to produce processed [removed: phosphates] [added: phosphate] has been less than our annual operational capacity stated in the table above, except to the extent we purchase P2O5.

We produced approximately [removed: 6.2] [added: 6.3] million tonnes of concentrated phosphate crop nutrients during [removed: 2023] [added: 2024] and accounted for approximately [removed: 80%] [added: 66%] of estimated North American annual production.

Our Florida phosphate rock mines produced approximately [removed: 10.0] [added: 8.9] million tonnes in [removed: 2023] [added: 2024] and accounted for approximately 47% of estimated North American annual production.

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

During [removed: 2023,] [added: 2024,] we operated three active mines in Florida: Four Corners, South Fort Meade and Wingate.

We use molten sulfur at our [removed: phosphates] [added: phosphate] concentrates plants to produce sulfuric acid, primarily for use in our production of P2O5.

We purchased approximately [removed: 3.3] [added: 3.0] million long tons of sulfur during [removed: 2023.][added: 2024.]

We consumed approximately 1.0 million tonnes of ammonia during [removed: 2023.][added: 2024.]

Under the CF Ammonia Supply Agreement, we purchased [removed: 562,000] [added: 556,232] metric tonnes in [removed: 2023.][added: 2024.]

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

We typically purchase approximately [removed: 15.5] [added: 12.0] million MM BTU of natural gas per year for use in ammonia production at Faustina.

Therefore, while we typically purchase approximately [removed: 2.7] [added: 3.2] million MM BTU of natural gas per year in Florida, it is only used as a thermal fuel for various phosphate production processes.

These [removed: landholdings] [added: land holdings] give Mosaic access to phosphate rock reserves and exist as fee simple, mining agreements or mineral rights.

In [removed: 2023,] [added: 2024,] we operated three potash mines in Canada, including two shaft mines and one solution mine, as well as one potash shaft mine in the U.S. Esterhazy, the largest [removed: Potash] [added: potash] mine in the world, [removed: is expected to complete] [added: has completed] full ramp up of capacity and [removed: production during 2024 or early 2025.][added: production.]

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

The map below shows the location of each of our potash [removed: properties:][added: properties in North America:]

Production during [removed: 2023] [added: 2024] totaled [removed: 8.3] [added: 8.8] million tonnes.

We account for approximately [removed: 13%] [added: 12%] of estimated world annual production and 35% of estimated North American annual production.

The following table shows, for each of our potash mines, annual capacity as of December 31, [removed: 2023] [added: 2024] and finished product output for [removed: 2023:][added: 2024:]

| Belle Plaine—MOP(d) | | | 3.9 | | | | | | 3.0 | | | | | | | | | | | | | | | [removed: 2.8] [added: 3.0] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

In February 2025, the U.S. imposed tariff increases on imports from several countries, including a 25% tariff on most imports from Canada, including potash.

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

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

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| | | | | | | 3.7 | | | | | | 2.4 | | | | | | 8.3 | | | | | | 5.2 | | |

| | | | | | | 0.8 | | | | | | 0.5 | | | | | | 1.6 | | | | | | 1.1 | | |

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This contract terminated effective January 1, 2025.

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

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

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

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

The

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

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

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

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

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

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

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As of December 31, 2024:

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

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

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

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

The sale resulted in a gain of $57 million.

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

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

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

*•*In February 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $300 million of our Common Stock.

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

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

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

The term loan matures on May 18, 2033.

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

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

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

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

- In 2021, the U.S. Department of Commerce (“DOC”) issued countervailing duty (“CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S. International Trade Commission's (“ITC”) determination that the imports materially injure the U.S. fertilizer industry.

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

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

Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade (“CIT”) seeking to overturn the orders.

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

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

These litigation challenges remain underway.

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

The CIT is now reviewing these remand determinations.

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

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

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

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

Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT.

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

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

| | | | | | | 3.7 | | | | | | 2.6 | | | | | | 8.3 | | | | | | 5.7 | | |

| | | | | | | 0.8 | | | | | | 0.4 | | | | | | 1.6 | | | | | | 0.9 | | |

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

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

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

In April 2021, the U.S. Department of Commerce [removed: (*“*DOC*”*)] [added: (“DOC”)] issued countervailing duty [removed: (*“*CVD”)] [added: (“CVD”)] orders on imports of phosphate fertilizers from Morocco and [removed: Russia,] [added: Russia] in response to petitions filed by Mosaic.

The purpose of the [removed: petitions was] [added: CVD order is] to remedy the injury to the U.S. phosphate fertilizer industry caused by imports that benefit from unfair foreign subsidies, and thereby restore fair competition.

Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade [removed: (*“*CIT*”*)] [added: (“CIT”) and the U.S. Court of Appeals for the Federal Circuit (“CAFC”)] seeking to overturn the orders.

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

Plaintiffs seek monetary damages, including punitive damages, injunctive relief requiring remediation of their [removed: properties,] [added: properties] and a medical monitoring program funded by the defendants.

In late March 2023, the court denied Mosaic's motions to [removed: dismiss, and discovery now is underway.][added: dismiss.]

The CAFO [added: also] requires [removed: a penalty payment of $217,085 and] the completion of two supplemental environmental projects: (1) installation of ammonia monitors and monitoring at the plant for a period of two [removed: years] [added: years,] and (2) donation of two generators to the St. James Parish Department of Emergency Preparedness.

The CAFC is reviewing a challenge to DOC’s final determination in the CVD investigation for Russia; DOC is expected to issue a second remand determination for the CVD investigation for Morocco, which will then be reviewed by the CIT; and the CIT is reviewing a January 2024 ITC remand determination upholding its original affirmative injury determination.

In addition, in November and December 2024 DOC announced the final results of the second administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco covering calendar year 2022.

DOC calculated subsidy rates of 16.60% for OCP and 18.21% for PhosAgro.

Mosaic, as well as parties that oppose the duties, have appealed the final results of DOC’s first and second administrative reviews to the CIT.

Currently, DOC is conducting an administrative review for imports from Russia, covering calendar year 2023.

DOC is not conducting an administrative review for Morocco for this period.

As required by the CAFO, we paid a penalty in the amount of $217,085.

We completed the donation to the St. James Parish Department of Emergency Preparedness on March 14, 2024, and we completed installation and began operation of the ammonia monitors on April 24, 2024.

Most recently, in July and September 2023, the CIT issued three remand rulings – one addressing DOC’s determination in the CVD investigation of phosphate fertilizers from Russia, one addressing DOC’s determination in the CVD investigation of phosphate fertilizers from Morocco, and one addressing the U.S. International Trade Commission’s determination in

antidumping and countervailing duty investigations of phosphate fertilizers from Russia and Morocco – instructing the agencies to reconsider certain aspects of the rulings that were the basis for issuing the CVD orders.

These determinations are subject to appeal to the CIT.

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

For the year ended December 31, [removed: 2023][added: 2024]

As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the registrant’s voting common stock held by stockholders, other than directors, executive officers, subsidiaries of the Registrant and any other person known by the Registrant as of the date hereof to beneficially own ten percent or more of any class of Registrant’s outstanding voting common stock, and consisting of shares of Common Stock, was approximately [removed: $11.6] [added: $7.0] billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock: [removed: 321,688,938] [added: 316,939,231] shares of Common Stock as of February [removed: 16, 2024.][added: 24, 2025.]

1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (Part III)

[removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K CONTENTS

| Item 1. | | | [removed: [Business](#i4bb65b32acc5401b8b03578a9bb083dd_13)] [added: [Business](#iba1f0abf3eaf44139c95448746211253_13)] | | | [removed: [1](#i4bb65b32acc5401b8b03578a9bb083dd_13)] [added: [1](#iba1f0abf3eaf44139c95448746211253_13)] | | |

| | | | *•* *[Business Segment [removed: Information](#i4bb65b32acc5401b8b03578a9bb083dd_19)*] [added: Information](#iba1f0abf3eaf44139c95448746211253_19)*] | | | [removed: [3](#i4bb65b32acc5401b8b03578a9bb083dd_19)] [added: [3](#iba1f0abf3eaf44139c95448746211253_19)] | | |

| | | | *•* *[Sales and Distribution [removed: Activities](#i4bb65b32acc5401b8b03578a9bb083dd_34)*] [added: Activities](#iba1f0abf3eaf44139c95448746211253_34)*] | | | [removed: [14](#i4bb65b32acc5401b8b03578a9bb083dd_34)] [added: [13](#iba1f0abf3eaf44139c95448746211253_34)] | | |

| | | | *•* *[Factors Affecting [removed: Demand](#i4bb65b32acc5401b8b03578a9bb083dd_40)*] [added: Demand](#iba1f0abf3eaf44139c95448746211253_40)*] | | | [removed: [17](#i4bb65b32acc5401b8b03578a9bb083dd_40)] [added: [16](#iba1f0abf3eaf44139c95448746211253_40)] | | |

| | | | *•* *[Other [removed: Matters](#i4bb65b32acc5401b8b03578a9bb083dd_43)*] [added: Matters](#iba1f0abf3eaf44139c95448746211253_43)*] | | | [removed: [17](#i4bb65b32acc5401b8b03578a9bb083dd_43)] [added: [16](#iba1f0abf3eaf44139c95448746211253_43)] | | |

| | | | *•* *[Executive [removed: Officers](#i4bb65b32acc5401b8b03578a9bb083dd_49)*] [added: Officers](#iba1f0abf3eaf44139c95448746211253_49)*] | | | [removed: [20](#i4bb65b32acc5401b8b03578a9bb083dd_49)] [added: [19](#iba1f0abf3eaf44139c95448746211253_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4bb65b32acc5401b8b03578a9bb083dd_52)] [added: Factors](#iba1f0abf3eaf44139c95448746211253_52)] | | | [removed: [21](#i4bb65b32acc5401b8b03578a9bb083dd_52)] [added: [20](#iba1f0abf3eaf44139c95448746211253_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4bb65b32acc5401b8b03578a9bb083dd_55)] [added: Comments](#iba1f0abf3eaf44139c95448746211253_55)] | | | [removed: [34](#i4bb65b32acc5401b8b03578a9bb083dd_55)] [added: [33](#iba1f0abf3eaf44139c95448746211253_55)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i4bb65b32acc5401b8b03578a9bb083dd_3216)] [added: [Cybersecurity](#iba1f0abf3eaf44139c95448746211253_58)] | | | [removed: [34](#i4bb65b32acc5401b8b03578a9bb083dd_55)] [added: [33](#iba1f0abf3eaf44139c95448746211253_55)] | | |

| Item 2. | | | [removed: [Properties](#i4bb65b32acc5401b8b03578a9bb083dd_58)] [added: [Properties](#iba1f0abf3eaf44139c95448746211253_61)] | | | [removed: [36](#i4bb65b32acc5401b8b03578a9bb083dd_58)] [added: [35](#iba1f0abf3eaf44139c95448746211253_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4bb65b32acc5401b8b03578a9bb083dd_73)] [added: Proceedings](#iba1f0abf3eaf44139c95448746211253_76)] | | | [removed: [86](#i4bb65b32acc5401b8b03578a9bb083dd_73)] [added: [85](#iba1f0abf3eaf44139c95448746211253_76)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4bb65b32acc5401b8b03578a9bb083dd_76)] [added: Disclosures](#iba1f0abf3eaf44139c95448746211253_79)] | | | [removed: [87](#i4bb65b32acc5401b8b03578a9bb083dd_76)] [added: [87](#iba1f0abf3eaf44139c95448746211253_79)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4bb65b32acc5401b8b03578a9bb083dd_82)] [added: Securities](#iba1f0abf3eaf44139c95448746211253_85)] | | | [removed: [88](#i4bb65b32acc5401b8b03578a9bb083dd_82)] [added: [88](#iba1f0abf3eaf44139c95448746211253_85)] | | |

| Item 6. | | | [removed: [Reserved](#i4bb65b32acc5401b8b03578a9bb083dd_85)] [added: [Reserved](#iba1f0abf3eaf44139c95448746211253_88)] | | | [removed: [89](#i4bb65b32acc5401b8b03578a9bb083dd_85)] [added: [88](#iba1f0abf3eaf44139c95448746211253_88)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bb65b32acc5401b8b03578a9bb083dd_88)] [added: Operations](#iba1f0abf3eaf44139c95448746211253_91)] | | | [removed: [89](#i4bb65b32acc5401b8b03578a9bb083dd_88)] [added: [88](#iba1f0abf3eaf44139c95448746211253_91)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i4bb65b32acc5401b8b03578a9bb083dd_91)] [added: Risk](#iba1f0abf3eaf44139c95448746211253_94)] | | | [removed: [89](#i4bb65b32acc5401b8b03578a9bb083dd_91)] [added: [89](#iba1f0abf3eaf44139c95448746211253_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4bb65b32acc5401b8b03578a9bb083dd_94)] [added: Data](#iba1f0abf3eaf44139c95448746211253_97)] | | | [removed: [89](#i4bb65b32acc5401b8b03578a9bb083dd_94)] [added: [89](#iba1f0abf3eaf44139c95448746211253_97)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#i4bb65b32acc5401b8b03578a9bb083dd_97)] [added: Disclosures](#iba1f0abf3eaf44139c95448746211253_100)] | | | [removed: [89](#i4bb65b32acc5401b8b03578a9bb083dd_97)] [added: [89](#iba1f0abf3eaf44139c95448746211253_100)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4bb65b32acc5401b8b03578a9bb083dd_100)] [added: Procedures](#iba1f0abf3eaf44139c95448746211253_103)] | | | [removed: [89](#i4bb65b32acc5401b8b03578a9bb083dd_100)] [added: [89](#iba1f0abf3eaf44139c95448746211253_103)] | | |

| Item 9B. | | | [Other [removed: Information](#i4bb65b32acc5401b8b03578a9bb083dd_103)] [added: Information](#iba1f0abf3eaf44139c95448746211253_106)] | | | [removed: [90](#i4bb65b32acc5401b8b03578a9bb083dd_103)] [added: [90](#iba1f0abf3eaf44139c95448746211253_106)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4bb65b32acc5401b8b03578a9bb083dd_109)] [added: Governance](#iba1f0abf3eaf44139c95448746211253_112)] | | | [removed: [91](#i4bb65b32acc5401b8b03578a9bb083dd_109)] [added: [91](#iba1f0abf3eaf44139c95448746211253_112)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4bb65b32acc5401b8b03578a9bb083dd_112)] [added: Compensation](#iba1f0abf3eaf44139c95448746211253_115)] | | | [removed: [91](#i4bb65b32acc5401b8b03578a9bb083dd_112)] [added: [91](#iba1f0abf3eaf44139c95448746211253_115)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4bb65b32acc5401b8b03578a9bb083dd_115)] [added: Matters](#iba1f0abf3eaf44139c95448746211253_118)] | | | [removed: [91](#i4bb65b32acc5401b8b03578a9bb083dd_115)] [added: [91](#iba1f0abf3eaf44139c95448746211253_118)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4bb65b32acc5401b8b03578a9bb083dd_118)] [added: Independence](#iba1f0abf3eaf44139c95448746211253_121)] | | | [removed: [91](#i4bb65b32acc5401b8b03578a9bb083dd_118)] [added: [91](#iba1f0abf3eaf44139c95448746211253_121)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i4bb65b32acc5401b8b03578a9bb083dd_121)] [added: Services](#iba1f0abf3eaf44139c95448746211253_124)] | | | [removed: [91](#i4bb65b32acc5401b8b03578a9bb083dd_121)] [added: [91](#iba1f0abf3eaf44139c95448746211253_124)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4bb65b32acc5401b8b03578a9bb083dd_127)] [added: Schedules](#iba1f0abf3eaf44139c95448746211253_130)] | | | [removed: [92](#i4bb65b32acc5401b8b03578a9bb083dd_127)] [added: [92](#iba1f0abf3eaf44139c95448746211253_130)] | | |

| Item 16. | | | [Annual Report on Form 10-K [removed: Summary](#i4bb65b32acc5401b8b03578a9bb083dd_130)] [added: Summary](#iba1f0abf3eaf44139c95448746211253_133)] | | | [removed: [98](#i4bb65b32acc5401b8b03578a9bb083dd_130)] [added: [98](#iba1f0abf3eaf44139c95448746211253_133)] | | |

| [Financial Table of [removed: Contents](#i4bb65b32acc5401b8b03578a9bb083dd_136)] [added: Contents](#iba1f0abf3eaf44139c95448746211253_139)] | | | | | | [removed: F-[1](#i4bb65b32acc5401b8b03578a9bb083dd_136)] [added: F-[1](#iba1f0abf3eaf44139c95448746211253_139)] | | |

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

| | | | *•* *[Overview](#iba1f0abf3eaf44139c95448746211253_16)* | | | [1](#iba1f0abf3eaf44139c95448746211253_16) | | |

| | | | *•* *[Competition](#iba1f0abf3eaf44139c95448746211253_37)* | | | [15](#iba1f0abf3eaf44139c95448746211253_37) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#iba1f0abf3eaf44139c95448746211253_3218) | | | [90](#iba1f0abf3eaf44139c95448746211253_3218) | | |

| [Signatures](#iba1f0abf3eaf44139c95448746211253_136) | | | | | | S-[1](#iba1f0abf3eaf44139c95448746211253_136) | | |

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

| | | | *•* *[Overview](#i4bb65b32acc5401b8b03578a9bb083dd_16)* | | | [1](#i4bb65b32acc5401b8b03578a9bb083dd_16) | | |

| | | | *•* *[Competition](#i4bb65b32acc5401b8b03578a9bb083dd_37)* | | | [15](#i4bb65b32acc5401b8b03578a9bb083dd_37) | | |

| [Signatures](#i4bb65b32acc5401b8b03578a9bb083dd_133) | | | | | | S-[1](#i4bb65b32acc5401b8b03578a9bb083dd_133) | | |

Failure to effectively anticipate, prevent, [removed: detect,] [added: detect] and recover from the increasing number and sophistication of cyberattacks could have a material adverse [added: effect on our results of operations or financial condition.]

Mosaic’s cybersecurity program is comprised of people, [removed: processes,] [added: processes] and technology that are designed to adequately protect the confidentiality, [removed: integrity,] [added: integrity] and availability of information technology systems and data.

Our Enterprise Risk Management committee, which is comprised of members [removed: from] [added: of] our executive leadership team, reviews and evaluates key risks identified through cybersecurity risk management processes.

The Board receives an annual cybersecurity update while the Audit Committee receives reports from the Chief Information Security Officer (“CISO”) and Chief Information Officer [removed: ("CIO")] [added: (“CIO”)] regularly.

[removed: The] cybersecurity [removed: program is overseen by the Mosaic’s CISO and supporting cybersecurity] leadership, who lead teams to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, Mosaic.The CISO, along with the leadership team, possess many years of relevant Information Technology, [removed: cybersecurity,] [added: cybersecurity] and risk management experience in the manufacturing, electric, defense, [removed: financial,] [added: financial] and retail sectors.

During the course of leadership team’s careers, they have built and sustained programs protecting other Fortune 500 companies, critical national [removed: infrastructure,] [added: infrastructure] and military defense systems.

The cybersecurity program is overseen by the Mosaic’s CISO and supporting

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

effect on our results of operations or financial condition.

Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource [removed: exists, that it] can be the basis of an economically viable project, or that it will be upgraded to a higher category.

Except as otherwise stated, the scientific and technical information relating to Florida [added: Phosphates] contained in this Form 10-K is derived from the 2022 S-K 1300 report for Florida [added: Phosphates] titled “Florida Phosphate Mining Technical Report Summary” effective December 31, 2022 prepared by employees of Mosaic.

Except as otherwise stated, the scientific and technical information relating to Belle Plaine [removed: and Esterhazy in this Form 10-K] is derived from the [removed: 2021] [added: 2024] S-K 1300 [removed: reports] [added: report] titled “Belle Plaine Potash Facility Technical Report Summary” [added: prepared by employees of Mosaic] and [added: the scientific and technical information relating to Esterhazy in this Form 10-K is derived from the 2021 S-K 1300 report titled] “Esterhazy Potash Facility Technical Report Summary” effective December 31, [removed: 2022] [added: 2021] prepared by employees of Mosaic.

][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/mos-20241231_g7.jpg)]

][added: 2_2.jpg](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/mos-20241231_g8.jpg)]

Table 2.1 shows the production tonnage and grade for all phosphate properties for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

| Mine Property | | | Annual Operational Capacity (tonnes)(a)(b) | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Florida | | | 14.0 | | | [removed: 9.1] [added: 8.9] | | | [removed: 27.8] [added: 28.3] | | | | | | | | | [removed: 9.6] [added: 9.1] | | | [removed: 27.6] [added: 27.8] | | | | | | [removed: 11.1] [added: 9.6] | | | [removed: 28.0] [added: 27.6] | | | | | |

| Total United States | | | 14.0 | | | [removed: 9.1] [added: 8.9] | | | [removed: 27.8] [added: 28.3] | | | | | | | | | [removed: 9.6] [added: 9.1] | | | [removed: 27.6] [added: 27.8] | | | | | | [removed: 11.1] [added: 9.6] | | | [removed: 28.0] [added: 27.6] | | | | | |

| Miski Mayo (d) | | | 4.8 | | | [removed: 4.7] [added: 4.8] | | | 29.7 | | | | | | | | | [removed: 4.2] [added: 4.7] | | | 29.7 | | | | | | 4.2 | | | [removed: 29.8] [added: 29.7] | | | | | |

| Total Peru | | | 4.8 | | | [removed: 4.7] [added: 4.8] | | | 29.7 | | | | | | | | | [removed: 4.2] [added: 4.7] | | | 29.7 | | | | | | 4.2 | | | [removed: 29.8] [added: 29.7] | | | | | |

| Araxá / Patrocinio | | | 1.1 | | | [removed: 0.9] [added: 0.8] | | | [removed: 34.7] [added: 34.5] | | | | | | | | | 0.9 | | | [removed: 34.5] [added: 34.7] | | | | | | [removed: 0.8] [added: 0.9] | | | [removed: 34.9] [added: 34.5] | | | | | |

| Cajati | | | 0.5 | | | [removed: 0.3] [added: 0.4] | | | [removed: 33.7] [added: 34.3] | | | | | | | | | 0.3 | | | [removed: 34.3] [added: 33.7] | | | | | | 0.3 | | | [removed: 34.1] [added: 34.3] | | | | | |

| Catalão | | | 1.0 | | | [removed: 1.0] [added: 0.9] | | | [removed: 34.8] [added: 34.7] | | | | | | | | | [removed: 1.1] [added: 1.0] | | | 34.8 | | | | | | 1.1 | | | [removed: 34.9] [added: 34.8] | | | | | |

| Tapira | | | 2.0 | | | [removed: 1.7] [added: 1.8] | | | [removed: 35.2] [added: 35.0] | | | | | | | | | [removed: 1.9] [added: 1.7] | | | [removed: 35.1] [added: 35.2] | | | | | | [removed: 1.8] [added: 1.9] | | | 35.1 | | | | | |

| Total Brazil | | | 4.6 | | | 3.9 | | | [removed: 34.9] [added: 34.8] | | | | | | | | | [removed: 4.2] [added: 3.9] | | | [removed: 34.8] [added: 34.9] | | | | | | [removed: 4.0] [added: 4.2] | | | [removed: 34.9] [added: 34.8] | | | | | |

| Total Phosphate | | | 23.4 | | | [removed: 17.7] [added: 17.6] | | | [removed: 29.9] [added: 30.1] | | | | | | | | | [removed: 18.0] [added: 17.7] | | | [removed: 29.8] [added: 29.9] | | | | | | [removed: 19.3] [added: 18.0] | | | 29.8 | | | | | |

(b)Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, the quality of the reserves, the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, mechanical failure, weather [removed: conditions,] [added: conditions] and other operating conditions.

Miski [removed: Mayo's] [added: Mayo’'s] annual operating capacity and production tonnes are presented at 100% economic interest.

Table 2.2 shows the production tonnage and grade for the potash properties for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

| Facility | | | Annualized Proven Peaking Capacity (tonnes)(a)(b) | | | | | | Annual Operational Capacity (tonnes) (b)(c)(d) | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Belle Plaine – MOP(f) | | | 3.9 | | | | | | 3.0 | | | | | | [removed: 10.2] [added: 11.6] | | | 19.3 | | | | | | [removed: 11.3] [added: 10.2] | | | 19.3 | | | | | | [removed: 11.0] [added: 11.3] | | | 19.3 | | |

| Esterhazy – [removed: MOP(i)] [added: MOP(g)] | | | 6.3 | | | | | | 6.3 | | | | | | [removed: 14.1] [added: 15.6] | | | [removed: 23.4] [added: 22.2] | | | | | | [removed: 13.7] [added: 14.1] | | | [removed: 24.5] [added: 23.4] | | | | | | [removed: 13.3] [added: 13.7] | | | [removed: 23.9] [added: 24.5] | | |

| Colonsay – [removed: MOP(g)] [added: MOP(h)] | | | 2.6 | | | | | | 1.5 | | | | | | 1.8 | | | [removed: 25.6] [added: 26.5] | | | | | | [removed: 2.6] [added: 1.8] | | | [removed: 26.4] [added: 25.6] | | | | | | [removed: 1.0] [added: 2.6] | | | [removed: 26.6] [added: 26.4] | | |

| Total Canada | | | 12.8 | | | | | | 10.8 | | | | | | [removed: 26.1] [added: 29.0] | | | [removed: 21.9] [added: 21.3] | | | | | | [removed: 27.6] [added: 26.1] | | | [removed: 22.5] [added: 21.9] | | | | | | [removed: 25.3] [added: 27.6] | | | [removed: 22.0] [added: 22.5] | | |

| Carlsbad – [removed: K-Mag®(h)] [added: K-Mag®(i)] | | | 0.9 | | | | | | 0.7 | | | | | | 2.3 | | | [removed: 6.7] [added: 6.6] | | | | | | [removed: 3.0] [added: 2.3] | | | [removed: 6.2] [added: 6.7] | | | | | | [removed: 3.1] [added: 3.0] | | | [removed: 6.3] [added: 6.2] | | |

| Total United States | | | 0.9 | | | | | | 0.7 | | | | | | 2.3 | | | [removed: 6.7] [added: 6.6] | | | | | | [removed: 3.0] [added: 2.3] | | | [removed: 6.2] [added: 6.7] | | | | | | [removed: 3.1] [added: 3.0] | | | [removed: 6.3] [added: 6.2] | | |

| Taquari – MOP | | | 0.7 | | | | | | 0.5 | | | | | | [removed: 1.8] [added: 1.7] | | | [removed: 14.7] [added: 16.4] | | | | | | [removed: 1.5] [added: 1.9] | | | [removed: 14.3] [added: 14.7] | | | | | | [removed: 1.8] [added: 1.6] | | | [removed: 15.1] [added: 14.3] | | |

| Total Brazil | | | 0.7 | | | | | | 0.5 | | | | | | [removed: 1.8] [added: 1.7] | | | [removed: 14.7] [added: 16.4] | | | | | | [removed: 1.5] [added: 1.9] | | | [removed: 14.3] [added: 14.7] | | | | | | [removed: 1.8] [added: 1.5] | | | [removed: 15.1] [added: 14.3] | | |

| Total Potash | | | 14.4 | | | | | | 12.0 | | | | | | [removed: 30.2] [added: 33.0] | | | [removed: 20.3] [added: 20.0] | | | | | | [removed: 32.1] [added: 30.3] | | | [removed: 20.6] [added: 20.3] | | | | | | [removed: 30.2] [added: 32.1] | | | [removed: 20.0] [added: 20.6] | | |

(d)Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, the quality of the reserves, the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, mechanical failure, weather [removed: conditions,] [added: conditions] and other operating conditions, as well as the effect of recent initiatives intended to improve operational excellence.

The calculation is based on actual KCl tonnes mined for January 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023).][added: 2024.]

[removed: (g)We] [added: (h)We] have the ability to reach an annual operating capacity of 2.1 million tonnes over time at Colonsay by increasing our staffing levels and investment in mine development activities.

[removed: (h)K-Mag®] [added: (i)K-Mag®] is a specialty product that we produce at our Carlsbad facility.

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

| *Key permit conditions* | | | | | | Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2023,] [added: 2024,] all environmental licenses were either still valid or were being renewed pursuant to applications with the Peruvian Environmental Agency within the legal deadlines. In general, environmental commitments are being met; however, there are environmental requirements and commitments related to the expansion of Miski Mayo Line 3 of the Second Amendment of the EIA (2015) that have to be verified and implemented. Miski Mayo’s environmental controls are related to monitoring the quality of wastewater, surface water, groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through specified routine internal and third party inspections. | | |

| *Titles, mineral rights, leases or options and acreage* | | | | | | The property consists of 89% federally owned and 11% state owned land, and 40 acres of privately owned mineral rights that Mosaic leases. We lease approximately 64,267 acres of mineral rights from the U.S. Department of Interior Bureau of Land Management [removed: (the “BLM”).] [added: (“BLM”).] These lease terms are for a period of 20 years and are reviewed and renewed at their end of term. Surface rights are subject to separate ownership and title from subsurface mineral rights. We own 8,370 acres of surface rights. All infrastructure, including the processing plant, TMA, cluster sites, and pipeline rights of way, are located on Mosaic-owned land. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds a total of four mining permits within the Araxá area (2,769 hectares) and two mining permits and two exploration permits within the Patrocínio area (3,480 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2023,] [added: 2024,] all environmental licenses were valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions of the permits that are not met yet within the applicable regulations. Araxá and Patrocínio’s environmental controls are related to monitoring the quality of wastewater, surface water, groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through a continuous monitoring program, as well as routine inspections. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds a total of [removed: nine mining] [added: eight] permits within the [removed: Cajati] [added: CMC] area [removed: (5,078] [added: (2,131] hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2023,] [added: 2024,] all environmental licenses were [removed: still] [added: either] valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions of the permits that are not met yet within the environmental permits. Cajati’s environmental controls are related to monitoring the quality of wastewater, surface and groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are strictly monitored through a continuous monitoring program as well as routine inspections. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds a total of eight permits within the CMC area (2,131 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2023,] [added: 2024,] all environmental licenses were either valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions that are not met yet within the environmental permits. CMC’s environmental controls are related to monitoring the quality of wastewater, surface and groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through a continuous monitoring program as well as routine inspections. | | |

Except as otherwise stated, the mineral resource and reserve estimates are prepared by people who are qualified persons in accordance with subpart 1300 of Regulation S-K 1300 who are employees of the Company, and who have reviewed the mineral reserve estimates and mineral resource estimates and the material assumptions underlying the estimates and determined that the estimates and material assumptions remain current as of December 31, 2024.

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

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

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

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

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| Tapira(e)(i) | | | | | | 21.1 | | | 8.6 | | | 54.9 | | | 8.6 | | | 76.0 | | | 8.6 | | | 180.5 | | | 9.2 | | |

| Total Phosphate | | | | | | 574.2 | | | 16.2 | | | 1,031.3 | | | 20.0 | | | 1,605.5 | | | 18.6 | | | 320.4 | | | 15.2 | | |

| Taquari(n) | | | | | | — | | | — | | | 6.8 | | | 37.3 | | | 6.8 | | | 37.3 | | | 56.7 | | | 36.7 | | |

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

| Florida(c) | | | 41.0 | | | 27.8 | | | 59.0 | | | 27.0 | | | 100.0 | | | 27.4 | | |

| Miski Mayo(d) | | | 90.5 | | | 15.8 | | | 54.1 | | | 15.0 | | | 144.6 | | | 15.5 | | |

| Cajati(e) | | | 36.0 | | | 5.4 | | | 19.7 | | | 5.4 | | | 55.7 | | | 5.4 | | |

| Catalão(f) | | | 57.1 | | | 10.5 | | | 8.4 | | | 10.0 | | | 65.5 | | | 10.4 | | |

| Total Phosphate | | | 345.8 | | | 12.9 | | | 452.5 | | | 11.9 | | | 798.3 | | | 12.3 | | |

| Esterhazy(i) | | | 158.2 | | | 22.9 | | | 341.8 | | | 20.4 | | | 500.0 | | | 21.2 | | |

| Taquari(k) | | | 0.0 | | | 0.0 | | | 22.5 | | | 27.0 | | | 22.5 | | | 27.0 | | |

| Total Potash | | | 678.5 | | | 18.2 | | | 915.3 | | | 21.3 | | | 1,593.8 | | | 20.0 | | |

Where CaO / P2O5 ratio was greater than or equal to 1.35, P2O5ap was equal to the total of P2O5; where the CaO / P2O5 ratio was less than 1.35, P2O5ap was equal to the CaO / 1.35 ratio.

[Table of Content](#iba1f0abf3eaf44139c95448746211253_7)

FLORIDA PHOSPHATE

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| Proven + Probable | | | | | | 100 | | | | | | 27.4 | | | | | | Pebble: 83 to 100%, Concentrate: 68.1 to 74.8% | | |

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

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

| Tapira(e)(i) | | | | | | 22.7 | | | 8.7 | | | 55.3 | | | 8.6 | | | 78.0 | | | 8.6 | | | 181.2 | | | 9 | | |

| Total Phosphate | | | | | | 575.7 | | | 16.0 | | | 1,032.3 | | | 19.9 | | | 1,608.0 | | | 17.7 | | | 321.2 | | | 15 | | |

| Taquari(n) | | | | | | — | | | — | | | 6.8 | | | 23.6 | | | 6.8 | | | 23.6 | | | 58.0 | | | 23 | | |

(n)Mineral resources for Taquari are reported as of December 31, 2022 and have not been adjusted for depletion incurred in 2023.

| Florida(c) | | | 47.0 | | | 27.8 | | | 65.0 | | | 26.8 | | | 112.0 | | | 27.2 | | |

| Miski Mayo(d) | | | 130.2 | | | 16.1 | | | 72.1 | | | 15.0 | | | 202.3 | | | 15.7 | | |

| Cajati(e) | | | 38.1 | | | 5.4 | | | 21.0 | | | 5.4 | | | 59.1 | | | 5.4 | | |

| Catalão(f) | | | 62.3 | | | 10.5 | | | 8.9 | | | 10.1 | | | 71.2 | | | 10.4 | | |

| Total Phosphate | | | 409.3 | | | 13.2 | | | 478.9 | | | 12.4 | | | 888.2 | | | 12.8 | | |

| Esterhazy(i) | | | 113.0 | | | 23.0 | | | 402.0 | | | 20.7 | | | 515.0 | | | 21.2 | | |

| Taquari(k) | | | 0.0 | | | 0.0 | | | 26.9 | | | 14.7 | | | 26.9 | | | 14.7 | | |

| Total Potash | | | 648.3 | | | 17.7 | | | 979.9 | | | 21.1 | | | 1,628.2 | | | 19.7 | | |

(k)Mineral Reserves for Taquari are effective as of December 31, 2022 and have not been adjusted for depletion incurred in 2023.

FLORIDA PHOSPHATES

| Proven + Probable | | | | | | 112 | | | | | | 27.2 | | | | | | Pebble: 84.9 to 100%, Concentrate: 67.7 to 76.0% | | |

| 17/23 | | | | | | 11-2/16 | | | | | | 7,121 | | | | | | 6,069 | | |

| 18/23 | | | | | | 7-1/16 | | | | | | 4,831 | | | | | | 4,057 | | |

| 17/24 | | | | | | 7-11/16 | | | | | | 4,922 | | | | | | 3,526 | | |

| 18/24 | | | | | | 5-6/16 | | | | | | 3,441 | | | | | | 2,871 | | |

| Total | | | | | | 31-4/16 | | | | | | 20,315 | | | | | | 16,523 | | |

| 17/24 | | | | | | 39/100 | | | | | | 250 | | |

| 18/24 | | | | | | 97/100 | | | | | | 624 | | |

The current infrastructure includes major

(f)A commodity price of US$325/tonne of KCl and a U.S.$/CAD$ exchange rate of 1.32 were used to assess the economic viability of the mineral reserves in the LOM.

The K2 coordinates are latitude 50.6574 N and longitude -101.8422 W and the K3 coordinates are latitude 50.64623 N and longitude -101.99346 W.

| Proven | | | | | | 113.0 | | | | | | 23.00 | | | | | | 85.3 | | |

| Probable | | | | | | 402.0 | | | | | | 20.74 | | | | | | 85.3 | | |

Our mineral reserves decreased overall by 5.2% from 2022 to 2023.

The mass recovery of coarse concentrate is predicted based on a mass recovery regression equation as a function of the ROM Fe2O3, CaO and P2O5 chemical compositions.

| Measured | | | | | | 16.5 | | | | | | 8.6 | | | | | | 62.8 | | | | | | 8.0 | | | | | | | | |

| Indicated | | | | | | 53.2 | | | | | | 8.7 | | | | | | 67.0 | | | | | | 7.8 | | | | | | | | |

| Measured + Indicated | | | | | | 69.7 | | | | | | 8.7 | | | | | | 129.8 | | | | | | 7.9 | | | | | | \-46 | | % |

| Inferred | | | | | | 180.8 | | | | | | 9.2 | | | | | | 112.8 | | | | | | 8.6 | | | | | | 60 | | % |

| Proven | | | | | | 131.7 | | | | | | 9.1 | | | | | | 182.7 | | | | | | 9.4 | | | | | | | | |

(a)Includes grants of [removed: 596,216] [added: 534,126] stock options, [removed: 1,485,573] [added: 1,592,931] time-based restricted stock units and [removed: 1,684,980] [added: 1,608,964] total stockholder return (“TSR”) performance units settled in stock.

[removed: The actual number of] [added: No] shares [removed: to be issued under a TSR performance unit award] will [removed: depend on the change in the market price of our common stock over a three-year vesting period, with no shares] [added: be] issued if the market price of a share of our common stock at the vesting date plus dividends thereon is less than 50% of its market price on the date of grant and the maximum number [added: will be] issued only if the market price of [removed: a] [added: one] share of our common stock at the vesting date plus dividends thereon is at least twice its market price on the date of grant.

The following table sets forth information with respects to shares of our Common Stock that we purchased under the repurchase programs during the quarter ended December 31, [removed: 2023:][added: 2024:]

| Equity compensation plans approved by stockholders | | | | | | 3,736,021 | | | | | | $ | 32.68 | | | | | 15,843,627 | | |

| Total | | | | | | 3,736,021 | | | | | | $ | 32.68 | | | | | 15,843,627 | | |

The actual number of shares to be issued under a TSR performance unit award will depend on the change in the market price of our common stock over a three-year vesting period.

| October 1, 2024- October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 957,429,576 | |

| November 1, 2024- November 30, 2024 | | | | | | 937,875 | | | | | | 26.63 | | | | | | 937,875 | | | | | | 932,458,629 | | |

| December 1, 2024- December 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 932,458,629 | | |

| Total | | | | | | 937,875 | | | | | | $ | 26.63 | | | | | 937,875 | | | | | | $ | 932,458,629 | |

We have included information about the market price of, dividends on and the number of holders of our common stock under “Quarterly Results (Unaudited)” in the financial information that is incorporated by reference in this Form 10-K in Part II, Item 8.

“Financial Statements and Supplementary Data”.

| Equity compensation plans approved by stockholders | | | | | | 3,766,769 | | | | | | $ | 34.46 | | | | | 17,924,996 | | |

| Total | | | | | | 3,766,769 | | | | | | $ | 34.46 | | | | | 17,924,996 | | |

| October 1, 2023- October 31, 2023 | | | | | | 1,416,915 | | | | | | $ | 35.29 | | | | | 1,416,915 | | | | | | $ | 1,267,818,328 | |

| November 1, 2023- November 30, 2023 | | | | | | 1,444,352 | | | | | | 34.62 | | | | | | 1,444,352 | | | | | | 1,217,818,369 | | |

| December 1, 2023- December 31, 2023 | | | | | | 1,378,073 | | | | | | 36.28 | | | | | | 1,378,073 | | | | | | 1,167,818,473 | | |

| Total | | | | | | 4,239,340 | | | | | | $ | 35.38 | | | | | 4,239,340 | | | | | | $ | 1,167,818,473 | |

Our Consolidated Financial Statements, the Notes to Consolidated Financial Statements, the report of our Independent Registered Public Accounting [removed: Firm,] [added: Firm] and the information under “Quarterly Results” listed in the Financial Table of Contents included in this report are incorporated herein by reference.

Our management, with the participation of our principal executive officer and our principal financial officer, [removed: has] [added: have] evaluated any [removed: change] [added: changes] in [added: our] internal control over financial reporting that occurred during the [removed: quarter] [added: three months] ended December 31, [removed: 2023 in accordance with the requirements of Rule 13a-15(d) promulgated by the SEC under the Exchange Act.][added: 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.]

There were no [added: other] changes in [added: our] internal control over financial reporting [removed: identified in connection with management’s evaluation that occurred] during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Company’s] internal control over financial reporting.

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

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

During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement*”* or “non-Rule 10b5-1 trading arrangement*”* as those terms are defined in Item 408(a) of Regulation S-K.

PART III.

Not Applicable.

PART III.

The information contained under the headings “Proposal No. 1–Election of Directors,” “Corporate Governance–Committees of the Board of Directors,” [removed: “ Beneficial] [added: “Beneficial] Ownership of Securities,” [removed: and“Delinquent] [added: and “Delinquent] Section 16 Reports” included in our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1.

The information under the heading "Corporate Governance - Insider Trading Policy" included in our definitive proxy statement for our 2025 annual meeting of stockholders is incorporated herein by reference.

A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

The information under the headings “Director Compensation” and “Executive Compensation” included in our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Beneficial Ownership of Securities” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Corporate Governance–Board Independence,” “Corporate Governance–Committees of the Board of Directors,” “Corporate Governance–Other Policies Relating to the Board of Directors–Policy and Procedures Regarding Transactions with Related Persons,” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference.

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm–Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm–Pre-approval of Independent Registered Public Accounting Firm Services” is included in our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference.

| 3.i. | | | | | | [Restated Certificate of Incorporation of Mosaic, effective May 19, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000124378616000305/exhibit3irestatedcertifica.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1285785/000124378616000305/exhibit3irestatedcertifica.htm)] | | | | | | Exhibit 3.i to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | | | | | | | | |

| 4.iii | | | | | | [Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1285785/000119312511278238/d246255dex41.htm).] [added: trustee](https://www.sec.gov/Archives/edgar/data/1285785/000119312511278238/d246255dex41.htm).] Registrant hereby agrees to furnish to the Commission, upon request, all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries | | | | | | Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) | | | | | | | | |

| 10.iii.a.(3) | | | | | | [The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, [removed: 2009](http://www.sec.gov/Archives/edgar/data/1285785/000119312509180765/ddef14a.htm#toc22113_60)] [added: 2009](https://www.sec.gov/Archives/edgar/data/1285785/000119312509180765/ddef14a.htm#toc22113_60)] | | | | | | Appendix A to Mosaic’s Proxy Statement dated August 25, 2009(2) | | | | | | | | |

| 10.iii.a.1(3) | | | | | | [Form of Amendment dated May 11, 2011, to the Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000119312511191456/dex10iiiu.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1285785/000119312511191456/dex10iiiu.htm)] | | | | | | Exhibit 10.iii.u. to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | | | | | | | | |

| 10.iii.a.2(3) | | | | | | [Form of Employee Nonqualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 20, [removed: 2011](http://www.sec.gov/Archives/edgar/data/1285785/000119312511260021/d237212dex10iiib.htm)] [added: 2011](https://www.sec.gov/Archives/edgar/data/1285785/000119312511260021/d237212dex10iiib.htm)] | | | | | | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2011(2) | | | | | | | | |

| 10.iii.c.1(3) | | | | | | [Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective December 15, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit10iiic1_20231231.htm) | | | | | | [added: Exhibit 10.iii.c.i to Mosaic's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023] | | | | | | [removed: X] | | |

| 10.iii.c.2(3) | | | | | | [Mosaic LTI Deferral Plan, approved March 5, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000124378615000044/mosaicltideferralplanappro.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1285785/000124378615000044/mosaicltideferralplanappro.htm)] | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | | | | | | | | |

| 10.iii.c.3(3) | | | | | | [Amendment to Mosaic LTI Deferral Plan, approved March 1, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiic4_2017331.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiic4_2017331.htm)] | | | | | | Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) | | | | | | | | |

| 10.iii.d.3(3) | | | | | | [Form of expatriate agreement dated November 1, 2019 between Mosaic and an executive [removed: officer](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000127/expatriateagreement-ex.htm)] [added: officer](https://www.sec.gov/Archives/edgar/data/1285785/000124378619000127/expatriateagreement-ex.htm)] | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 | | | | | | | | |

| 10.iii.e.1(3) | | | | | | [Agreement between Cargill and Mosaic relating to certain former Cargill employees’ participation in the Cargill International Pension [removed: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000119312512412302/d402895dex10iiib.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1285785/000119312512412302/d402895dex10iiib.htm)] | | | | | | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2012(2) | | | | | | | | |

| 10.iii.e.2(3) | | | | | | [Form of Supplemental Agreement between Mosaic and certain former participants in the Cargill International Pension [removed: Plan](http://www.sec.gov/Archives/edgar/data/1285785/000119312513292097/d566975dex10iiix.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1285785/000119312513292097/d566975dex10iiix.htm)] | | | | | | Exhibit 10.iii.x. to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2013(2) | | | | | | | | |

| 10.iii.f.(3) | | | | | | [Form of Indemnification Agreement between Mosaic and its directors and executive [removed: officers](http://www.sec.gov/Archives/edgar/data/1285785/000119312508210005/dex10iii.htm)] [added: officers](https://www.sec.gov/Archives/edgar/data/1285785/000119312508210005/dex10iii.htm)] | | | | | | Exhibit 10.iii. to Mosaic’s Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008(2) | | | | | | | | |

| 10.iii.i.(3) | | | | | | [The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Incentive [removed: Plan”)](http://www.sec.gov/Archives/edgar/data/1285785/000119312514126387/d689200ddef14a.htm#tx689200_73)] [added: Plan”)](https://www.sec.gov/Archives/edgar/data/1285785/000119312514126387/d689200ddef14a.htm#tx689200_73)] | | | | | | Appendix B to Mosaic’s Proxy Statement dated April 2, 2014(2) | | | | | | | | |

| 10.iii.k.1(3) | | | | | | [Form of Non-Qualified Stock Option Award Agreement under the 2014 Incentive Plan, approved March 5, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiia_2015331.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1285785/000161803415000009/exhibit10iiia_2015331.htm)] | | | | | | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | | | | | | | | |

| 10.iii.k.2(3) | | | | | | [Form of Non-Qualified Stock Option Award Agreement under the 2014 Incentive Plan, approved March 2, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiia_2016331.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiia_2016331.htm)] | | | | | | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | | | | | | | | |

| [removed: 10.iii.k3(3)] [added: 10.iii.l.2(3)] | | | | | | [Form of [removed: Director] [added: Global] Restricted Stock Unit Award Agreement under [removed: the 2014] [added: The Mosaic Company 2023 Stock and] Incentive [removed: Plan,] [added: Plan] approved May [removed: 19, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10iiikk_2016630.htm)] [added: 24, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000019/exhibit10iiii_20230930.htm)] | | | | | | Exhibit [removed: 10.iii.kk] [added: 10.iii.i] to [removed: Mosaic’s] [added: Mosaic's] Quarterly Report on Form 10-Q for the Quarterly Period Ended [removed: June] [added: September] 30, [removed: 2016(2)] [added: 2023] | | | | | | | | |

| [removed: 10.iii.k.4(3)] [added: 10.iii.l.4(3)] | | | | | | [Form of [removed: Restricted Stock] [added: Executive TSR Stock-Settled Performance] Unit Award Agreement [removed: under the 2014 Incentive Plan] approved March [removed: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiia20200331.htm)] [added: 5, 2024, under The Mosaic Company 2023 Stock and Incentive Plan](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000006/exhibit10iiii_20240331.htm)] | | | | | | Exhibit [removed: 10.iii.a] [added: 10.iii.i] to [removed: Mosaic’s] [added: Mosaic's] Quarterly Report on Form 10-Q for the Quarterly Period [removed: ended] [added: Ended] March 31, [removed: 2020] [added: 2024] | | | | | | | | |

| [removed: 10.iii.k.5(3)] [added: 10.iii.l.5(3)] | | | | | | [Form of Executive TSR [removed: Stock Settled] [added: Cash-Settled] Performance Unit Award Agreement [removed: under the 2014 Incentive Plan,] approved March [removed: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiib20200331.htm)] [added: 5, 2024, under The Mosaic Company 2023 Stock and Incentive Plan](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000006/exhibit10iiiii_20240331.htm)] | | | | | | Exhibit [removed: 10.iii.b] [added: 10.iii.ii] to [removed: Mosaic’s] [added: Mosaic's] Quarterly Report on Form 10-Q for the Quarterly Period [removed: ended] [added: Ended] March 31, [removed: 2020] [added: 2024] | | | | | | | | |

| 10.iv.a | | | | | | [Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic [removed: Company](http://www.sec.gov/Archives/edgar/data/1285785/000119312515338447/d39432dex101.htm)(4)] [added: Company](https://www.sec.gov/Archives/edgar/data/1285785/000119312515338447/d39432dex101.htm)(4)] | | | | | | Exhibit 10.1. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) | | | | | | | | |

| 10.iv.b | | | | | | [Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.1 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10vi_2016630.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10vi_2016630.htm)] | | | | | | Exhibit 10.v.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | | | | | | | | |

| 10.iv.c | | | | | | [Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic [removed: Company](http://www.sec.gov/Archives/edgar/data/1285785/000119312515338447/d39432dex102.htm)(4)] [added: Company](https://www.sec.gov/Archives/edgar/data/1285785/000119312515338447/d39432dex102.htm)(4)] | | | | | | Exhibit 10.2. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) | | | | | | | | |

| 10.iv.d | | | | | | [Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.2 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10vii_2016630.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10vii_2016630.htm)] | | | | | | Exhibit 10.v.ii to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | | | | | | | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit21_20231231.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit21_20241231.htm)] | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of KPMG LLP, independent registered public accounting firm for [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit231_20231231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit231_20241231.htm)] | | | | | | | | | | | | X | | |

| 23.3 | | | | | | [Tapira Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit233-tapiraconsent.htm) | | | | | | [added: Exhibit 23.3 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023] | | | | | | [removed: X] | | |

| [removed: 23.4] [added: 96.4] | | | | | | [removed: [Belle Plaine Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit233-belleplaine.htm)] [added: [Tapira Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/a2023tapirask1300trs.htm)] | | | | | | Exhibit [removed: 23.3] [added: 96.4] to [removed: Mosaic’s] [added: Mosaic's] Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2023] | | | | | | | | |

| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit24_20231231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit24_20241231.htm)] | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit311_20231231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit311_20241231.htm)] | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit312_20231231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit312_20241231.htm)] | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States [removed: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit321_20231231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit321_20241231.htm)] | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States [removed: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit322_20231231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit322_20241231.htm)] | | | | | | | | | | | | X | | |

| 95 | | | | | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit9520231231.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit9520241231.htm)] | | | | | | | | | | | | X | | |

| 96.3 | | | | | | [Belle Plaine Potash Facility Technical Report [removed: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalbelleplainesk1300te.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/a2024belleplainesk1300tr.htm)] | | | | | | [removed: Exhibit 96.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021] | | | | | | [added: X] | | |

| 97.1 | | | | | | [Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit971_20231231.htm) | | | | | | [added: Exhibit 97.1 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023] | | | | | | [removed: X] | | |

| 10.iii.c.4(3) | | | | | | [Mosaic LTI Deferral Plan, approved December 18, 2024](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit10iiic420241231.htm) | | | | | | | | | | | | X | | |

| 19 | | | | | | [The Mosaic Company Insider Trading and Tipping Policy](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit1920241231.htm) | | | | | | | | | | | | X | | |

| 23.4 | | | | | | [Belle Plaine Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit234_20241231.htm) | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2.i. | | | | | | [Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc. (now known as Mosaic Global Holdings Inc.), Global Nutrition Solutions, Inc. (now known as The Mosaic Company (“Mosaic”), as successor by merger to MOS Holdings Inc. (“MOS Holdings”)), GNS Acquisition Corp., Cargill, Incorporated (“Cargill”) and Cargill Fertilizer, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as further amended by Amendment No. 2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004](http://www.sec.gov/Archives/edgar/data/1285785/000119312504180752/dex21.htm) (1) | | | | | | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated October 22, 2004, and filed on October 28, 2004(2) | | | | | | | | |

| 10.ii.a | | | | | | [Time Charter dated as of October 24, 2017 between Tampa Port Services, LLC and Savage Harvest Operations, LLC](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000145/ex101-timecharterdtd10x24x.htm) | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | | | | | | | | |

| 10.ii.b | | | | | | [Guaranty dated as of October 24, 2017 by The Mosaic Company](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000145/ex102guaranteedtd10-24x201.htm) | | | | | | Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017 | | | | | | | | |

| 10.iii.b(3) | | | | | | [Description of Mosaic Management Incentive Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit10iiib20231231.htm) | | | | | | | | | | | | X | | |

| 10.iii.g.(3) | | | | | | Board of Directors compensatory plans, as described under the caption "Director Compensation" in The Mosaic Company definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the 2024 Annual Meeting of Stockholders). | | | | | | | | | | | | | | |

| 10.iii.h.(3) | | | | | | [Executive Perquisite Program](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000043/a2019proxystatement.htm) | | | | | | The material under “Compensation Discussion and Analysis—Other Executive Compensation Arrangements, Policies and Practices—Perquisites” in Mosaic’s Proxy Statement dated April 12, 2023 | | | | | | | | |

| 10.iii.k.6(3) | | | | | | [Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiic20200331.htm) | | | | | | Exhibit 10.iii.c to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020 | | | | | | | | |

| 10.iii.l.2(3) | | | | | | [Form of Global Restricted Stock Unit Award Agreement under The Mosaic Company 2023 Stock and Incentive Plan approved May 24, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000019/exhibit10iiii_20230930.htm) | | | | | | Exhibit 10.iii.i to Mosaic's Quarterly Report on Form 10-!Q for the Quarterly Period Ended September 30, 2023 | | | | | | | | |

| 96.4 | | | | | | [Tapira Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/a2023tapirask1300trs.htm) | | | | | | | | | | | | X | | |

| /s/ Bruce M. Bodine | | | | | | Chief Executive Officer and President and Director (principal executive officer) | | | | | | [removed: February 22, 2024] [added: March 3, 2025] | | |

| /s/ [removed: Clint C. Freeland] [added: Luciano Siani Pires] | | | | | | Executive Vice President and Chief Financial Officer (principal financial officer) | | | | | | [removed: February 22, 2024] [added: March 3, 2025] | | |

| /s/ Russell A. Flugel | | | | | | Vice President—Controller and Chief Accounting Officer (principal accounting officer) | | | | | | [removed: February 22, 2024] [added: March 3, 2025] | | |

| * | | | | | | Chairman of the Board of Directors | | | | | | [removed: February 22, 2024] [added: March 3, 2025] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4bb65b32acc5401b8b03578a9bb083dd_139)] [added: Operations](#iba1f0abf3eaf44139c95448746211253_142)] | | | [removed: F-[2](#i4bb65b32acc5401b8b03578a9bb083dd_142)] [added: F-[2](#iba1f0abf3eaf44139c95448746211253_145)] | | |

| [Key Factors that can Affect Results of Operations and Financial [removed: Condition](#i4bb65b32acc5401b8b03578a9bb083dd_145)] [added: Condition](#iba1f0abf3eaf44139c95448746211253_148)] | | | [removed: F-[2](#i4bb65b32acc5401b8b03578a9bb083dd_145)] [added: F-[2](#iba1f0abf3eaf44139c95448746211253_148)] | | |

| [Corporate, Elimination and [removed: Other](#i4bb65b32acc5401b8b03578a9bb083dd_163)] [added: Other](#iba1f0abf3eaf44139c95448746211253_166)] | | | [removed: F-[12](#i4bb65b32acc5401b8b03578a9bb083dd_163)] [added: F-[11](#iba1f0abf3eaf44139c95448746211253_166)] | | |

| [Other Income Statement [removed: Items](#i4bb65b32acc5401b8b03578a9bb083dd_166)] [added: Items](#iba1f0abf3eaf44139c95448746211253_169)] | | | [removed: F-[12](#i4bb65b32acc5401b8b03578a9bb083dd_166)] [added: F-[11](#iba1f0abf3eaf44139c95448746211253_169)] | | |

| [Selling, General and Administrative [removed: Expenses](#i4bb65b32acc5401b8b03578a9bb083dd_169)] [added: Expenses](#iba1f0abf3eaf44139c95448746211253_172)] | | | [removed: F-[12](#i4bb65b32acc5401b8b03578a9bb083dd_169)] [added: F-[11](#iba1f0abf3eaf44139c95448746211253_172)] | | |

| [Other Operating [removed: Expenses](#i4bb65b32acc5401b8b03578a9bb083dd_175)] [added: Expenses](#iba1f0abf3eaf44139c95448746211253_175)] | | | [removed: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_175)] [added: F-[12](#iba1f0abf3eaf44139c95448746211253_175)] | | |

| [Interest Expense, [removed: Net](#i4bb65b32acc5401b8b03578a9bb083dd_178)] [added: Net](#iba1f0abf3eaf44139c95448746211253_178)] | | | [removed: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_178)] [added: F-[12](#iba1f0abf3eaf44139c95448746211253_178)] | | |

| [Foreign Currency Transaction [removed: Gain (Loss)](#i4bb65b32acc5401b8b03578a9bb083dd_181)] [added: (Loss) Gain](#iba1f0abf3eaf44139c95448746211253_181)] | | | [removed: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_181)] [added: F-[12](#iba1f0abf3eaf44139c95448746211253_181)] | | |

| [removed: [Other](#i4bb65b32acc5401b8b03578a9bb083dd_184) [(](#i4bb65b32acc5401b8b03578a9bb083dd_184)[Expense)](#i4bb65b32acc5401b8b03578a9bb083dd_184) [Income](#i4bb65b32acc5401b8b03578a9bb083dd_184)] [added: [Other (Expense) Income](#iba1f0abf3eaf44139c95448746211253_184)] | | | [removed: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_184)] [added: F-[12](#iba1f0abf3eaf44139c95448746211253_184)] | | |

| [Equity in Net [removed: Earnings](#i4bb65b32acc5401b8b03578a9bb083dd_187) [of] [added: Earnings of] Nonconsolidated [removed: Companies](#i4bb65b32acc5401b8b03578a9bb083dd_187)] [added: Companies](#iba1f0abf3eaf44139c95448746211253_187)] | | | [removed: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_187)] [added: F-[13](#iba1f0abf3eaf44139c95448746211253_187)] | | |

| [Provision [removed: for](#i4bb65b32acc5401b8b03578a9bb083dd_190) [Income Taxes](#i4bb65b32acc5401b8b03578a9bb083dd_190)] [added: for Income Taxes](#iba1f0abf3eaf44139c95448746211253_190)] | | | [removed: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_190)] [added: F-[12](#iba1f0abf3eaf44139c95448746211253_190)] | | |

| [Critical Accounting [removed: Estimates](#i4bb65b32acc5401b8b03578a9bb083dd_196)] [added: Estimates](#iba1f0abf3eaf44139c95448746211253_196)] | | | [removed: F-[14](#i4bb65b32acc5401b8b03578a9bb083dd_196)] [added: F-[13](#iba1f0abf3eaf44139c95448746211253_196)] | | |

| [Liquidity and Capital [removed: Resources](#i4bb65b32acc5401b8b03578a9bb083dd_199)] [added: Resources](#iba1f0abf3eaf44139c95448746211253_199)] | | | [removed: F-[16](#i4bb65b32acc5401b8b03578a9bb083dd_199)] [added: F-[14](#iba1f0abf3eaf44139c95448746211253_199)] | | |

| [Off-Balance Sheet Arrangements and [removed: Obligations](#i4bb65b32acc5401b8b03578a9bb083dd_202)] [added: Obligations](#iba1f0abf3eaf44139c95448746211253_202)] | | | [removed: F-[18](#i4bb65b32acc5401b8b03578a9bb083dd_202)] [added: F-[17](#iba1f0abf3eaf44139c95448746211253_202)] | | |

| [Market [removed: Risk](#i4bb65b32acc5401b8b03578a9bb083dd_205)] [added: Risk](#iba1f0abf3eaf44139c95448746211253_205)] | | | [removed: F-[20](#i4bb65b32acc5401b8b03578a9bb083dd_205)] [added: F-[19](#iba1f0abf3eaf44139c95448746211253_205)] | | |

| [Environmental, Health, Safety and Security [removed: Matters](#i4bb65b32acc5401b8b03578a9bb083dd_208)] [added: Matters](#iba1f0abf3eaf44139c95448746211253_208)] | | | [removed: F-[23](#i4bb65b32acc5401b8b03578a9bb083dd_208)] [added: F-[22](#iba1f0abf3eaf44139c95448746211253_208)] | | |

| [removed: [Contingencies](#i4bb65b32acc5401b8b03578a9bb083dd_211)] [added: [Contingencies](#iba1f0abf3eaf44139c95448746211253_211)] | | | [removed: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_211)] [added: F-[27](#iba1f0abf3eaf44139c95448746211253_211)] | | |

| [Related [removed: Parties](#i4bb65b32acc5401b8b03578a9bb083dd_214)] [added: Parties](#iba1f0abf3eaf44139c95448746211253_214)] | | | [removed: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_214)] [added: F-[27](#iba1f0abf3eaf44139c95448746211253_214)] | | |

| [Recently Issued Accounting [removed: Guidance](#i4bb65b32acc5401b8b03578a9bb083dd_217)] [added: Guidance](#iba1f0abf3eaf44139c95448746211253_217)] | | | [removed: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_217)] [added: F-[28](#iba1f0abf3eaf44139c95448746211253_217)] | | |

| [Forward-Looking [removed: Statements](#i4bb65b32acc5401b8b03578a9bb083dd_220)] [added: Statements](#iba1f0abf3eaf44139c95448746211253_220)] | | | [removed: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_220)] [added: F-[28](#iba1f0abf3eaf44139c95448746211253_220)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i4bb65b32acc5401b8b03578a9bb083dd_223)] [added: Firm](#iba1f0abf3eaf44139c95448746211253_223)] | | | [removed: F-[32](#i4bb65b32acc5401b8b03578a9bb083dd_223)] [added: F-[31](#iba1f0abf3eaf44139c95448746211253_223)] | | |

| [Consolidated Statements of [removed: Earnings](#i4bb65b32acc5401b8b03578a9bb083dd_229)] [added: Earnings](#iba1f0abf3eaf44139c95448746211253_229)] | | | [removed: F-[35](#i4bb65b32acc5401b8b03578a9bb083dd_229)] [added: F-[34](#iba1f0abf3eaf44139c95448746211253_229)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i4bb65b32acc5401b8b03578a9bb083dd_232)] [added: Income (Loss)](#iba1f0abf3eaf44139c95448746211253_232)] | | | [removed: F-[36](#i4bb65b32acc5401b8b03578a9bb083dd_232)] [added: F-[35](#iba1f0abf3eaf44139c95448746211253_232)] | | |

| [Consolidated Balance [removed: Sheets](#i4bb65b32acc5401b8b03578a9bb083dd_235)] [added: Sheets](#iba1f0abf3eaf44139c95448746211253_235)] | | | [removed: F-[37](#i4bb65b32acc5401b8b03578a9bb083dd_235)] [added: F-[36](#iba1f0abf3eaf44139c95448746211253_235)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4bb65b32acc5401b8b03578a9bb083dd_241)] [added: Flows](#iba1f0abf3eaf44139c95448746211253_241)] | | | [removed: F-[38](#i4bb65b32acc5401b8b03578a9bb083dd_241)] [added: F-[37](#iba1f0abf3eaf44139c95448746211253_241)] | | |

| [Consolidated Statements of [removed: Equity](#i4bb65b32acc5401b8b03578a9bb083dd_244)] [added: Equity](#iba1f0abf3eaf44139c95448746211253_244)] | | | [removed: F-[40](#i4bb65b32acc5401b8b03578a9bb083dd_244)] [added: F-[39](#iba1f0abf3eaf44139c95448746211253_244)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4bb65b32acc5401b8b03578a9bb083dd_250)] [added: Statements](#iba1f0abf3eaf44139c95448746211253_250)] | | | [removed: F-[41](#i4bb65b32acc5401b8b03578a9bb083dd_250)] [added: F-[40](#iba1f0abf3eaf44139c95448746211253_250)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i4bb65b32acc5401b8b03578a9bb083dd_358)] [added: Reporting](#iba1f0abf3eaf44139c95448746211253_352)] | | | [removed: F-[83](#i4bb65b32acc5401b8b03578a9bb083dd_358)] [added: F-[80](#iba1f0abf3eaf44139c95448746211253_352)] | | |

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

[removed: We recognize our] [added: Our] equity in the net earnings or losses relating to MWSPC [added: were recognized] on a one-quarter [removed: reporting] lag in our Consolidated Statements of Earnings.

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

Business and economic conditions and governmental policies affecting the agricultural industry and customer sentiment are the most significant factors affecting worldwide demand for crop [removed: nutrients.][added: nutrients with the impact of demand for biofuels and batteries also playing an increasing role.]

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

[added: The mix] and parameters of these sales programs vary over time based on our marketing strategy, which considers factors that include, among others, optimizing our production and operating efficiency within warehouse limitations, as well as customer requirements.

The use of forward sales programs and the level of customer prepayments may vary from period to period due to changing supply and demand environments, [removed: seasonality,] [added: seasonality] and market sentiments.

In North America, [removed: we purchase approximately one-third] [added: two-thirds] of our ammonia [removed: from various suppliers in the spot market, with the remaining two-thirds] [added: is sourced] either [removed: purchased] through [removed: a long-term] ammonia supply [removed: agreement (the “CF Ammonia Supply Agreement”) with an affiliate of CF Industries, Inc. (“CF”)] [added: agreements] or produced internally at our Faustina, [removed: Louisiana location.][added: Louisiana, location with the remaining one-third purchased from various suppliers in the spot market.]

Date: March 3, 2025

| Luciano Siani Pires | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| Sonya C. Little | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| Kathleen M. Shanahan | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| * | | | | | | Director | | | | | | March 3, 2025 | | |

| [Introduction](#iba1f0abf3eaf44139c95448746211253_145) | | | F-[2](#iba1f0abf3eaf44139c95448746211253_145) | | |

| [Results of Operations](#iba1f0abf3eaf44139c95448746211253_151) | | | F-[4](#iba1f0abf3eaf44139c95448746211253_151) | | |

| [Overview](#iba1f0abf3eaf44139c95448746211253_154) | | | F-[5](#iba1f0abf3eaf44139c95448746211253_154) | | |

| [Phosphates](#iba1f0abf3eaf44139c95448746211253_157) | | | F-[7](#iba1f0abf3eaf44139c95448746211253_157) | | |

| [Potash](#iba1f0abf3eaf44139c95448746211253_160) | | | F-[9](#iba1f0abf3eaf44139c95448746211253_160) | | |

| [Mosaic Fertilizantes](#iba1f0abf3eaf44139c95448746211253_163) | | | F-[10](#iba1f0abf3eaf44139c95448746211253_163) | | |

| [Gain on Sale of Equity Investment](#iba1f0abf3eaf44139c95448746211253_3184) | | | F-[12](#iba1f0abf3eaf44139c95448746211253_181) | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

Sales prices of potash and nitrogen in Brazil decreased as global supply improved.

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

In addition to the items mentioned above:

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

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

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

Date: February 22, 2024

| Clint C. Freeland | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| Steven M. Seibert | | | | | | | | | | | | | | |

| [Introduction](#i4bb65b32acc5401b8b03578a9bb083dd_142) | | | F-[2](#i4bb65b32acc5401b8b03578a9bb083dd_142) | | |

| [Results of Operations](#i4bb65b32acc5401b8b03578a9bb083dd_148) | | | F-[4](#i4bb65b32acc5401b8b03578a9bb083dd_148) | | |

| [Overview](#i4bb65b32acc5401b8b03578a9bb083dd_151) | | | F-[5](#i4bb65b32acc5401b8b03578a9bb083dd_151) | | |

| [Phosphates](#i4bb65b32acc5401b8b03578a9bb083dd_154) | | | F-[8](#i4bb65b32acc5401b8b03578a9bb083dd_154) | | |

| [Potash](#i4bb65b32acc5401b8b03578a9bb083dd_157) | | | F-[10](#i4bb65b32acc5401b8b03578a9bb083dd_157) | | |

| [Mosaic Fertilizantes](#i4bb65b32acc5401b8b03578a9bb083dd_160) | | | F-[11](#i4bb65b32acc5401b8b03578a9bb083dd_160) | | |

We market approximately 25% of the MWSPC phosphate production.

The mix

The CF Ammonia Supply Agreement provides for U.S. natural gas-based pricing that is intended to lessen pricing volatility.

If the price of natural gas rises or the market price for ammonia falls outside of the range anticipated at execution of this agreement, we may not realize a cost benefit from the natural gas-based pricing over the term of the agreement, or the cost of our ammonia under the agreement could be at a competitive disadvantage.

During 2023, the contract provided an advantage over pricing in the spot market.

At times, we have paid more or less for ammonia under the agreement than in the spot market.

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

| Impairment, restructuring and other expenses | | | — | | | | | | — | | | | | | 158.1 | | | | | | — | | | | | | NM | | | | | | (158.1) | | | | | | (100) | | % |

Other highlights in 2023 include:

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

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

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

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

- In February 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $300 million of our Common Stock.

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

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

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

The term loan matures on May 18, 2033.

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

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

- In 2021, the U.S. Department of Commerce (“DOC”) issued countervailing duty (“CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S. International Trade Commission's (“ITC”) determination that the imports materially injure the U.S. fertilizer industry.

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

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

Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade (“CIT”) seeking to overturn the orders.

Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian subsidies.

These litigation challenges remain underway.

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

The CIT is now reviewing these remand determinations.

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