Cover and table of contents

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Cover and table of contents

Table of Content

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 10-K

______________________________

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-32327

______________________________

The Mosaic Company

(Exact name of registrant as specified in its charter)

______________________________

Delaware20-1026454
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

101 East Kennedy Blvd

Suite 2500

Tampa, Florida 33602

(800) 918-8270

(Address and zip code of principal executive offices and registrant’s telephone number, including area code)

______________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareMOSNew York Stock Exchange

______________________________

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, 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 $11.5 billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date.

Table of Content

Indicate the number of shares outstanding of each of the registrant’s classes of common stock: 317,505,258 shares of Common Stock as of February 20, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the 2026 Annual Meeting of Stockholders (Part III)

Table of Content

2025 ANNUAL REPORT ON FORM 10-K CONTENTS

Part I:Page
Item 1.Business1
• Overview1
• Business Segment Information3
• Sales and Distribution Activities13
• Competition15
• Factors Affecting Demand16
• Other Matters16
• Executive Officers19
Item 1A.Risk Factors20
Item 1B.Unresolved Staff Comments33
Item 1C.Cybersecurity33
Item 2.Properties35
Item 3.Legal Proceedings84
Item 4.Mine Safety Disclosures86
Part II:
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities87
Item 6.Reserved87
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations87
Item 7A.Quantitative and Qualitative Disclosures about Market Risk87
Item 8.Financial Statements and Supplementary Data87
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures88
Item 9A.Controls and Procedures88
Item 9B.Other Information88
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections88
Part III:
Item 10.Directors, Executive Officers and Corporate Governance89
Item 11.Executive Compensation89
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters89
Item 13.Certain Relationships and Related Transactions, and Director Independence89
Item 14.Principal Accounting Fees and Services89
Part IV.
Item 15.Exhibits and Financial Statement Schedules90
Item 16.Annual Report on Form 10-K Summary95
SignaturesS-1
Financial Table of ContentsF-1

Table of Content

PART I.

Next: Item 1. Business.