Mosaic (MOS) 10-K risk factor changes: FY2025 vs FY2024

International market conditions and the effects of [removed: recent] countervailing duty orders, which are also outside of our control, may also significantly influence our operating results.

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

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

Mosaic [removed: 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 as further described in [removed: this] Item 3 of [added: this] Form 10-K.

[removed: Although the implementation of these tariffs has been temporarily paused for 30 days, there] [added: There] is a risk that [removed: they] [added: such tariffs] may be [removed: reinstated] [added: imposed] and sustained for an extended period.

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

Additionally, retaliatory tariffs imposed by Canada on U.S. [removed: exports,] [added: exports] could further exacerbate these challenges.

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

These adverse economic events have adversely affected, and may continue to adversely [removed: affect] [added: affect,] our operating results.

The seasonality of crop nutrient demand results in our sales volumes and net sales [added: 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.]

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If seasonal demand exceeds our projections, we will not have enough product, which would [removed: negatively impact] [added: limit] our profitability.

These facilities include our phosphate mines and concentrates plants; our potash mines; and the ports and other distribution facilities through which we, Canpotex and the other joint ventures in which we participate, conduct our respective businesses, as well [removed: as other commercial arrangements with unrelated third parties.]

Examples of the types of events that could result, and 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 [removed: dams;] [added: dams and mine shafts;] 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 [removed: could,] [added: could result,] and have, in the past, 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.

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[added: A significant increase in the price of fertilizer, natural gas, ammonia, sulfur or energy] 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: 2024,] [added: 2025,] we derived approximately 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:

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Adverse weather conditions have in the past and may in the future adversely affect our operations, particularly our [removed: Phosphates] [added: Phosphate] operations.

In the past, hurricanes have resulted in physical damage to [added: and outages at] our facilities in Florida and Louisiana.

If adverse weather conditions [removed: occur] [added: occur, as they have] in [removed: coming years,] [added: the past,] 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.

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

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

See “Key Factors that can Affect Results of Operations and Financial Condition” and “Potash Net Sales and Gross Margin” sections of our Management’s Analysis in this Form [removed: 10-K and the Esterhazy closure costs in Note 26 of this Form 10-K, which sections are incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows.][added: 10-K.]

[removed: The excavation of mines] [added: Mining activities] in some parts of the world can result in potential seismic events or can increase the likelihood or potential severity of a seismic event.

In Florida, ammonia is received at [added: coastal] terminals [removed: in] [added: around] Tampa and transported by pipelines and trucks to our facilities.

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This process involves the replacement and consolidation of technology platforms, resulting in operational efficiencies and reduced [removed: costs.]

Our operations [removed: are dependent] [added: depend] on having the required permits and approvals from governmental authorities.

Denial or delay by a government agency in issuing any of our permits and approvals or imposition of restrictive conditions [removed: on us with respect to these] [added: in those] permits and approvals may impair our business and operations.

A recent federal court decision invalidated Florida’s [added: assumption of the] Clean Water Act [added: Section] 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, [removed: a] [added: the] change in permitting authority may complicate and delay the receipt of 404 [removed: Act] [added: permit] approvals.

Some state governments [removed: increasingly] are adopting standards or policies requiring environmental justice reviews in some permitting actions.

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The U.S. [removed: formally] withdrew from the Paris Agreement in January 2025.

This tariff went into effect on March 4, 2025, but beginning March 7, 2025, the U.S. exempted from this tariff goods that qualify as wholly originating in Canada under the United States‑Mexico‑Canada Agreement, including potash from Mosaic’s Canadian operations.

The U.S. continues to assess the imposition of tariffs on Canadian potash.

as other commercial arrangements with third parties.

operations.

In addition, our investment in Ma’aden is subject to stock‑market volatility, and declines in the market value of its publicly traded shares could reduce the value of our investment and negatively impact our results of operations and liquidity.

Following legal challenges consolidated in the U.S. Court of Appeals for the Eighth Circuit, the SEC issued a voluntary stay of the climate rules.

In March 2025, the SEC announced that it would end its defense of the climate-related disclosures.

In September 2025, the Eight Circuit continued to hold the litigation in abeyance, pending definitive action by the SEC on the climate rules.

increase, the risks associated with cybersecurity increase.

We carry our inventories at net realizable value.

Capital markets access, liquidity and credit ratings.

Our ability to fund operations, meet obligations, and pursue strategic initiatives depends on maintaining sufficient liquidity and access to capital markets.

We rely on cash generated from operations, committed credit facilities, and debt financing.

Adverse conditions in global credit markets, disruptions in banking systems, or a deterioration in our financial performance could limit our ability to obtain financing on acceptable terms or at all.

Our credit ratings significantly affect our cost of borrowing and access to financing.

A downgrade by any major rating agency—whether due to industry conditions, commodity price volatility, or company-specific factors—could increase our borrowing costs and restrict access to credit markets.

If we are unable to maintain adequate liquidity or favorable credit ratings, we may be forced to reduce capital expenditures, delay strategic projects, or seek alternative financing under unfavorable terms.

Any of these outcomes could materially and adversely affect our business, financial condition, and results of operations.

For those entities, sales are

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

Pandemics, epidemics or other health outbreaks could materially adversely affect our business operations and financial condition.

Pandemics, epidemics or other health outbreaks have, and could again, adversely affect the global economy and have, and could again, significantly disrupt our operations, key suppliers or third-party logistics providers, customers and ultimate end-users.

These disruptions could arise due to the spread of the outbreak and/or from measures to contain or mitigate it such as quarantines and extended closures of businesses mandated by government authorities.

For example, the Covid-19 pandemic adversely affected our businesses in multiple ways, including by creating short-term labor 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 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.

A public health event could also have the effect of heightening many of the other risks described in this Item 1A of this Form 10-K.

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.

A significant increase in the price of fertilizer, natural gas, ammonia, sulfur or energy costs

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

We cannot predict the full impact of these rules or potentially related judicial actions, or future actions, or whether or how it would affect our Brazilian operations or customers.

Any accident involving our tailings or other dams, or any shut down or idling of our related mines, could have a material adverse effect on our results of operations.

To the extent other producers of crop nutrients

We carry our inventories at the lower of cost or market.

We mine potash in [removed: Saskatchewan, New Mexico] [added: Saskatchewan] and [removed: Brazil.][added: New Mexico.]

We are organized into three reportable business segments: [removed: Phosphates,] [added: Phosphate,] Potash and Mosaic Fertilizantes.

Intersegment eliminations, unrealized mark-to-market gains/losses on [removed: derivatives,] [added: derivatives and investment in equity securities of Saudi Arabian Mining Company (“Ma’aden”),] debt [removed: expenses,] [added: expenses] and the results of the China and India distribution businesses [added: and Mosaic Biosciences] are included within Corporate, Eliminations and Other.

The following charts show the respective contributions to [removed: 2024] [added: 2025] sales volumes, net sales and gross margin for each of our business segments in effect at December 31, [removed: 2024:][added: 2025:]

[removed: ][added: ]

We account for approximately [removed: 11%] [added: 10%] of estimated global annual phosphate production.

[removed: *Phosphates] [added: *Phosphate] Segment*–We sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally.

We account for approximately [removed: 66%] [added: 72%] of estimated North American annual production of concentrated phosphate crop nutrients.

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We account for approximately [removed: 35%] [added: 34%] of estimated North American annual potash production.

In addition to five phosphate rock [removed: mines,] [added: mines and] four chemical plants [removed: and a potash mine] in Brazil, this segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay.

The Mosaic Fertilizantes segment also serves as a distribution outlet for our [removed: Phosphates] [added: Phosphate] and Potash segments.

We account for approximately [removed: 70 to 80%] [added: 73%] of estimated annual production of concentrated phosphate crop nutrients in [removed: Brazil and 100% of estimated annual potash production in] Brazil.

- “we*,*” [removed: “us*,*”] [added: “us”] and “our” refer to Mosaic and its direct and indirect subsidiaries, individually or in any combination;

Business Developments During [removed: 2024][added: 2025]

We have included additional information about these and other developments in our business during [removed: 2024] [added: 2025] 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.

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

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

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Our [removed: Phosphates] [added: Phosphate] business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients.

We have a 75% economic interest in the Miski Mayo Phosphate Mine in Peru (“Miski Mayo Mine”), which is included in the results of our [removed: Phosphates] [added: Phosphate] segment.

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[removed: ][added: ]

Our U.S. [removed: Phosphates] [added: Phosphate] 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 2.9 million tonnes during [removed: 2024.][added: 2025.]

Our U.S. operations account for approximately 6% of estimated global annual production and [removed: 53%] [added: 55%] of estimated North American annual output of P2O5.

Our principal phosphate crop nutrient products [added: in Brazil] are:

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Annual capacity by plant as of December 31, [removed: 2024] [added: 2025] and production volumes by plant for [removed: 2024] [added: 2025] are listed below:

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

| New Wales | | | | | | 1.7 | | | | | | 1.0 | | | | | | 4.0 | | | | | | [removed: 2.3] [added: 2.1] | | |

| Riverview | | | | | | 0.9 | | | | | | [removed: 0.5] [added: 0.6] | | | | | | 1.8 | | | | | | [removed: 0.9] [added: 1.2] | | |

We produced approximately 6.3 million tonnes of concentrated phosphate crop nutrients during [removed: 2024] [added: 2025] and accounted for approximately [removed: 66%] [added: 72%] of estimated North American annual production.

Our Florida phosphate rock mines produced approximately [removed: 8.9] [added: 9.5] million tonnes in [removed: 2024] [added: 2025] and accounted for approximately 47% of estimated North American annual production.

During [removed: 2024,] [added: 2025,] we operated three active mines in Florida: Four Corners, South Fort Meade and Wingate.

We plan to explore and develop the DeSoto [added: property, the Pioneer] property and the South Pasture property, which was previously idled, to offset future depletion at our Florida properties.

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We purchased approximately [removed: 3.0] [added: 2.9] million long tons of sulfur during [removed: 2024.][added: 2025.]

We consumed approximately [removed: 1.0] [added: 0.9] million tonnes of ammonia during [removed: 2024.][added: 2025.]

We purchase approximately one-third of our ammonia from various suppliers in the spot market with the remaining two-thirds either purchased through [removed: our 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, Louisiana location.

- In October 2025, we completed the sale of our idled Patos de Minas phosphate mining unit in Brazil for $111 million, with $51 million paid at closing and the balance of the purchase price to be paid in installments over the next four years.

The sale resulted in a gain of $94 million.

- In November 2025, we completed the sale of our interest in the Taquari potash mine in Brazil for proceeds of up to $27 million, with $12 million received at closing.

We recorded an impairment loss of approximately $66 million related to the sale.

- In November 2025, we completed a $900 million public bond offering, consisting of $500 million aggregate principal amount of 4.350% senior notes due 2029 and $400 million aggregate principal amount of 4.600% senior notes due 2030.

- In December 2025, we entered into an agreement to sell our Carlsbad, New Mexico potash mine for approximately $30 million.

The transaction includes initial proceeds of $20 million at closing and deferred consideration of $10 million payable in three equal installments beginning in 2029.

The sale is expected to be completed in the first half of 2026.

As of December 31, 2025, the assets and liabilities are considered held for sale and we recorded an impairment loss of approximately $185.0 million.

We believe these sources

Phosphate Segment

These agreements covered approximately 497,000 tonnes of ammonia.

sourced from Texas and Louisiana via pipelines interconnected to the Henry Hub.

The Carlsbad facility is classified as held for sale at December 31, 2025.

Our entitlement percentage of Canpotex was 36.2%, however in 2025 the percentage was 35.9% as a result of production shortages.

The Carlsbad facility is classified as held for sale at December 31, 2025.

Our Canadian operations purchase physical natural gas from companies in Alberta and

We also operated the Taquari potash mine in Brazil which we sold in November 2025.

Our

subject to volatile pricing and availability.

the Mississippi and Ohio Rivers, as well as in other key agricultural regions of the U.S. and Canada.

Our entitlement percentage of Canpotex was 36.2%, however in 2025 the percentage was 35.9% as a result of production shortages.

Mosaic Biosciences is included within our Mosaic Fertilizantes segment and Corporate, Eliminations and Other which includes Mosaic Biosciences sales in China, India and North America.

Phosphate Segment

As of December 31, 2025:

| Brazil | | | 4,968 | | | | | | 1,219 | | | | | | 6,187 | | |

| United States | | | 3,375 | | | | | | 646 | | | | | | 4,021 | | |

| Canada | | | 1,690 | | | | | | 315 | | | | | | 2,005 | | |

| Peru | | | 649 | | | | | | 70 | | | | | | 719 | | |

| China | | | 121 | | | | | | 61 | | | | | | 182 | | |

| Total | | | 10,914 | | | | | | 2,335 | | | | | | 13,249 | | |

Mosaic is committed to the wellbeing and development of our employees, whose collective experiences and perspectives drive innovation, operational excellence and sustained business value.

As part of Mosaic’s strategic priorities, we are committed to a culture of safety, instilling a digital mindset, and collaborating globally to drive enterprise value.

In 2025 we provided additional flexibility to our U.S. employees with regard to their health needs by adding an additional benefits plan option.

Likewise, hospitalization insurance was added to the U.S. plans in 2025.

Preventative health programs, including step challenges and wellness resources, are also available to employees.

- In 2025, Mosaic continued to invest in leadership development programs designed to equip employees with the knowledge and skills needed for the future of our business.

These programs address the unique needs of emerging leaders, front-line supervisors, mid-level managers and senior leaders through targeted career-stage development initiatives.

In 2025, Mosaic engaged an external consultant to conduct our pay equity audit, bringing an independent view of our global pay equity.

Ms. Swager serves as director of SSR Mining Inc., a publicly traded company.

- 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.

upon therein.

Phosphates Segment

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

This contract terminated effective January 1, 2025.

The term “potash” applies generally to the common salts of potassium.

Red MOP has traces of iron oxide.

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

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

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.

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

The

3.6 million tonnes of imported crop nutrients.

Brazilian Potash

We conduct potash operations through the leased Taquari-Vassouras shaft mine, which is the only potash mine in Brazil, located in Rosário do Catete in the Brazilian state of Sergipe.

We also own a related refinery at the site.

We produce and sell potash product domestically.

MOP is the primary source of potassium for the crop nutrient industry in Brazil.

The granular and standard grade red MOP products are well-suited for direct fertilizer application and bulk blending.

Our potash product is marketed in Brazil to crop nutrient manufacturers, distributors and retailers and is also used in the manufacturing of crop nutrients.

In 2024, we paid royalties of approximately $6.8 million related to the leasing of potash assets and mining rights for Taquari.

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.

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.

Phosphates Segment

As of December 31, 2024:

| Brazil | | | 5,608 | | | | | | 1,207 | | | | | | 6,815 | | |

| United States | | | 3,305 | | | | | | 643 | | | | | | 3,948 | | |

| Canada | | | 1,677 | | | | | | 311 | | | | | | 1,988 | | |

| Peru | | | 644 | | | | | | 76 | | | | | | 720 | | |

| China | | | 112 | | | | | | 55 | | | | | | 167 | | |

| Total | | | 11,448 | | | | | | 2,317 | | | | | | 13,765 | | |

Mosaic is committed to the well-being and development of our employees by creating and cultivating an innovative and collaborative workplace that welcomes, values and respects diversity of people, thoughts, and perspectives; a workplace free of discrimination and intolerant of bias.

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

The CAFC is reviewing a challenge to DOC’s final determination in the [removed: CVD investigation] [added: first administrative review] for [removed: Russia; DOC] [added: Morocco; the CIT] is [removed: expected to issue a] [added: reviewing the DOC’s] second remand [removed: determination] [added: redetermination] for the CVD investigation for Morocco, [removed: which will then be reviewed by] the [removed: CIT;] [added: DOC’s first remand redetermination for the first administrative review for Russia,] and the [removed: CIT is reviewing a January 2024] [added: DOC’s final determinations for the second administrative reviews for Morocco and Russia; and the] ITC [removed: remand determination upholding] [added: recently reaffirmed] its original affirmative injury [removed: determination.][added: finding in a second remand redetermination, which is also being reviewed by the CIT and briefing is underway.]

In [removed: 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.

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 [removed: appeals, whether in federal courts or at the World Trade Organization.][added: appeals.]

We [removed: intend to] continue to vigorously defend this matter.

On September 14, 2022, EPA Region 6 issued a Notice of Potential Violation and Opportunity to Confer (“NOPVOC”) regarding compliance of our Faustina Plant with Section 112(r) of the Federal Clean Air [removed: Act and 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”).]

On December 22, 2025, the court heard argument on co-defendants’ motion for partial summary judgement based on their claim that the court lacked subject matter jurisdiction over the plaintiffs’ demands for injunctive relief.

Under the state’s Local Action Rule, where the relief being sought would directly affect real property (here, in Polk County), the court must have territorial jurisdiction over the property in order to have the requisite subject matter jurisdiction.

Because the plaintiffs seek to excavate real property in Polk County, the court concluded on February 20, 2026 it did not have jurisdiction.

It granted the summary judgement motion based on the local action rule, and not on the merits of plaintiffs’ claims.

Act and 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”).

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For the year ended December 31, [removed: 2024][added: 2025]

As of June [removed: 28, 2024,] [added: 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 [removed: $7.0] [added: $11.5] billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date.

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Indicate the number of shares outstanding of each of the registrant’s classes of common stock: [removed: 316,939,231] [added: 317,505,258] shares of Common Stock as of February [removed: 24, 2025.][added: 20, 2026.]

1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (Part III)

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[removed: 2024] [added: 2025] ANNUAL REPORT ON FORM 10-K CONTENTS

| Item 1. | | | [removed: [Business](#iba1f0abf3eaf44139c95448746211253_13)] [added: [Business](#ib7740c2073c24ebca1dc81ef6d7f6efa_13)] | | | [removed: [1](#iba1f0abf3eaf44139c95448746211253_13)] [added: [1](#ib7740c2073c24ebca1dc81ef6d7f6efa_13)] | | |

| | | | *•* *[Business Segment [removed: Information](#iba1f0abf3eaf44139c95448746211253_19)*] [added: Information](#ib7740c2073c24ebca1dc81ef6d7f6efa_19)*] | | | [removed: [3](#iba1f0abf3eaf44139c95448746211253_19)] [added: [3](#ib7740c2073c24ebca1dc81ef6d7f6efa_19)] | | |

| | | | *•* *[Sales and Distribution [removed: Activities](#iba1f0abf3eaf44139c95448746211253_34)*] [added: Activities](#ib7740c2073c24ebca1dc81ef6d7f6efa_34)*] | | | [removed: [13](#iba1f0abf3eaf44139c95448746211253_34)] [added: [13](#ib7740c2073c24ebca1dc81ef6d7f6efa_34)] | | |

| | | | *•* *[Factors Affecting [removed: Demand](#iba1f0abf3eaf44139c95448746211253_40)*] [added: Demand](#ib7740c2073c24ebca1dc81ef6d7f6efa_40)*] | | | [removed: [16](#iba1f0abf3eaf44139c95448746211253_40)] [added: [16](#ib7740c2073c24ebca1dc81ef6d7f6efa_40)] | | |

| | | | *•* *[Other [removed: Matters](#iba1f0abf3eaf44139c95448746211253_43)*] [added: Matters](#ib7740c2073c24ebca1dc81ef6d7f6efa_43)*] | | | [removed: [16](#iba1f0abf3eaf44139c95448746211253_43)] [added: [16](#ib7740c2073c24ebca1dc81ef6d7f6efa_43)] | | |

| | | | *•* *[Executive [removed: Officers](#iba1f0abf3eaf44139c95448746211253_49)*] [added: Officers](#ib7740c2073c24ebca1dc81ef6d7f6efa_49)*] | | | [removed: [19](#iba1f0abf3eaf44139c95448746211253_49)] [added: [19](#ib7740c2073c24ebca1dc81ef6d7f6efa_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#iba1f0abf3eaf44139c95448746211253_52)] [added: Factors](#ib7740c2073c24ebca1dc81ef6d7f6efa_52)] | | | [removed: [20](#iba1f0abf3eaf44139c95448746211253_52)] [added: [20](#ib7740c2073c24ebca1dc81ef6d7f6efa_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#iba1f0abf3eaf44139c95448746211253_55)] [added: Comments](#ib7740c2073c24ebca1dc81ef6d7f6efa_55)] | | | [removed: [33](#iba1f0abf3eaf44139c95448746211253_55)] [added: [33](#ib7740c2073c24ebca1dc81ef6d7f6efa_55)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#iba1f0abf3eaf44139c95448746211253_58)] [added: [Cybersecurity](#ib7740c2073c24ebca1dc81ef6d7f6efa_58)] | | | [removed: [33](#iba1f0abf3eaf44139c95448746211253_55)] [added: [33](#ib7740c2073c24ebca1dc81ef6d7f6efa_55)] | | |

| Item 2. | | | [removed: [Properties](#iba1f0abf3eaf44139c95448746211253_61)] [added: [Properties](#ib7740c2073c24ebca1dc81ef6d7f6efa_61)] | | | [removed: [35](#iba1f0abf3eaf44139c95448746211253_61)] [added: [35](#ib7740c2073c24ebca1dc81ef6d7f6efa_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#iba1f0abf3eaf44139c95448746211253_76)] [added: Proceedings](#ib7740c2073c24ebca1dc81ef6d7f6efa_76)] | | | [removed: [85](#iba1f0abf3eaf44139c95448746211253_76)] [added: [84](#ib7740c2073c24ebca1dc81ef6d7f6efa_76)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#iba1f0abf3eaf44139c95448746211253_79)] [added: Disclosures](#ib7740c2073c24ebca1dc81ef6d7f6efa_79)] | | | [removed: [87](#iba1f0abf3eaf44139c95448746211253_79)] [added: [86](#ib7740c2073c24ebca1dc81ef6d7f6efa_79)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iba1f0abf3eaf44139c95448746211253_85)] [added: Securities](#ib7740c2073c24ebca1dc81ef6d7f6efa_85)] | | | [removed: [88](#iba1f0abf3eaf44139c95448746211253_85)] [added: [87](#ib7740c2073c24ebca1dc81ef6d7f6efa_85)] | | |

| Item 6. | | | [removed: [Reserved](#iba1f0abf3eaf44139c95448746211253_88)] [added: [Reserved](#ib7740c2073c24ebca1dc81ef6d7f6efa_88)] | | | [removed: [88](#iba1f0abf3eaf44139c95448746211253_88)] [added: [87](#ib7740c2073c24ebca1dc81ef6d7f6efa_88)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iba1f0abf3eaf44139c95448746211253_91)] [added: Operations](#ib7740c2073c24ebca1dc81ef6d7f6efa_91)] | | | [removed: [88](#iba1f0abf3eaf44139c95448746211253_91)] [added: [87](#ib7740c2073c24ebca1dc81ef6d7f6efa_91)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#iba1f0abf3eaf44139c95448746211253_94)] [added: Risk](#ib7740c2073c24ebca1dc81ef6d7f6efa_94)] | | | [removed: [89](#iba1f0abf3eaf44139c95448746211253_94)] [added: [87](#ib7740c2073c24ebca1dc81ef6d7f6efa_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iba1f0abf3eaf44139c95448746211253_97)] [added: Data](#ib7740c2073c24ebca1dc81ef6d7f6efa_97)] | | | [removed: [89](#iba1f0abf3eaf44139c95448746211253_97)] [added: [87](#ib7740c2073c24ebca1dc81ef6d7f6efa_97)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#iba1f0abf3eaf44139c95448746211253_100)] [added: Disclosures](#ib7740c2073c24ebca1dc81ef6d7f6efa_100)] | | | [removed: [89](#iba1f0abf3eaf44139c95448746211253_100)] [added: [88](#ib7740c2073c24ebca1dc81ef6d7f6efa_100)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#iba1f0abf3eaf44139c95448746211253_103)] [added: Procedures](#ib7740c2073c24ebca1dc81ef6d7f6efa_103)] | | | [removed: [89](#iba1f0abf3eaf44139c95448746211253_103)] [added: [88](#ib7740c2073c24ebca1dc81ef6d7f6efa_103)] | | |

| Item 9B. | | | [Other [removed: Information](#iba1f0abf3eaf44139c95448746211253_106)] [added: Information](#ib7740c2073c24ebca1dc81ef6d7f6efa_106)] | | | [removed: [90](#iba1f0abf3eaf44139c95448746211253_106)] [added: [88](#ib7740c2073c24ebca1dc81ef6d7f6efa_106)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#iba1f0abf3eaf44139c95448746211253_3218)] [added: Inspections](#ib7740c2073c24ebca1dc81ef6d7f6efa_109)] | | | [removed: [90](#iba1f0abf3eaf44139c95448746211253_3218)] [added: [88](#ib7740c2073c24ebca1dc81ef6d7f6efa_109)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iba1f0abf3eaf44139c95448746211253_112)] [added: Governance](#ib7740c2073c24ebca1dc81ef6d7f6efa_115)] | | | [removed: [91](#iba1f0abf3eaf44139c95448746211253_112)] [added: [89](#ib7740c2073c24ebca1dc81ef6d7f6efa_115)] | | |

| Item 11. | | | [Executive [removed: Compensation](#iba1f0abf3eaf44139c95448746211253_115)] [added: Compensation](#ib7740c2073c24ebca1dc81ef6d7f6efa_118)] | | | [removed: [91](#iba1f0abf3eaf44139c95448746211253_115)] [added: [89](#ib7740c2073c24ebca1dc81ef6d7f6efa_118)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iba1f0abf3eaf44139c95448746211253_118)] [added: Matters](#ib7740c2073c24ebca1dc81ef6d7f6efa_121)] | | | [removed: [91](#iba1f0abf3eaf44139c95448746211253_118)] [added: [89](#ib7740c2073c24ebca1dc81ef6d7f6efa_121)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iba1f0abf3eaf44139c95448746211253_121)] [added: Independence](#ib7740c2073c24ebca1dc81ef6d7f6efa_124)] | | | [removed: [91](#iba1f0abf3eaf44139c95448746211253_121)] [added: [89](#ib7740c2073c24ebca1dc81ef6d7f6efa_124)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#iba1f0abf3eaf44139c95448746211253_124)] [added: Services](#ib7740c2073c24ebca1dc81ef6d7f6efa_127)] | | | [removed: [91](#iba1f0abf3eaf44139c95448746211253_124)] [added: [89](#ib7740c2073c24ebca1dc81ef6d7f6efa_127)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#iba1f0abf3eaf44139c95448746211253_130)] [added: Schedules](#ib7740c2073c24ebca1dc81ef6d7f6efa_133)] | | | [removed: [92](#iba1f0abf3eaf44139c95448746211253_130)] [added: [90](#ib7740c2073c24ebca1dc81ef6d7f6efa_133)] | | |

| Item 16. | | | [Annual Report on Form 10-K [removed: Summary](#iba1f0abf3eaf44139c95448746211253_133)] [added: Summary](#ib7740c2073c24ebca1dc81ef6d7f6efa_136)] | | | [removed: [98](#iba1f0abf3eaf44139c95448746211253_133)] [added: [95](#ib7740c2073c24ebca1dc81ef6d7f6efa_136)] | | |

| [Financial Table of [removed: Contents](#iba1f0abf3eaf44139c95448746211253_139)] [added: Contents](#ib7740c2073c24ebca1dc81ef6d7f6efa_142)] | | | | | | [removed: F-[1](#iba1f0abf3eaf44139c95448746211253_139)] [added: F-[1](#ib7740c2073c24ebca1dc81ef6d7f6efa_142)] | | |

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

| | | | *•* *[Overview](#ib7740c2073c24ebca1dc81ef6d7f6efa_16)* | | | [1](#ib7740c2073c24ebca1dc81ef6d7f6efa_16) | | |

| | | | *•* *[Competition](#ib7740c2073c24ebca1dc81ef6d7f6efa_37)* | | | [15](#ib7740c2073c24ebca1dc81ef6d7f6efa_37) | | |

| [Signatures](#ib7740c2073c24ebca1dc81ef6d7f6efa_139) | | | | | | S-[1](#ib7740c2073c24ebca1dc81ef6d7f6efa_139) | | |

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

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

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

As we become more dependent on information technologies to conduct our operations, and as the number [removed: and sophistication] of cyberattacks [removed: increase,] [added: increase and their sophistication evolves,] the risks associated with cybersecurity [removed: increase.][added: also increase and evolve.]

The team works closely with the [added: Operations Technology and] Information Technology department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Regularly, Mosaic [added: regularly] engages external vendors to provide independent insight to overall cybersecurity program effectiveness and to assist with evaluating response preparedness.

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

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

[removed: 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] [added: The] CISO, along with the leadership team, possess many years of relevant [removed: Information Technology,] [added: information technology,] cybersecurity and risk management experience in the manufacturing, electric, defense, financial and [removed: retail sectors.]

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

As part of our third-party risk management program, we review risk ratings and control assessments of pertinent vendors and other third-parties.

The cybersecurity 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.

retail sectors.

As part of our third-party risk oversight, we regularly review the vendor's ratings and conduct assessments and interviews with their personnel.

The results are then reported to leaders in the Information Technology department.

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

Our material properties, as determined pursuant to S-K 1300, are Florida [removed: Phosphates,] [added: Phosphate,] Esterhazy, Belle Plaine and Tapira.

Except as otherwise stated, the scientific and technical information relating to Florida [removed: Phosphates] [added: Phosphate] contained in this Form 10-K is derived from the 2022 S-K 1300 report for Florida [removed: Phosphates] [added: Phosphate] 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 is derived from the 2024 S-K 1300 report titled “Belle Plaine Potash Facility Technical Report Summary” prepared by employees of Mosaic and the scientific and technical information relating to Esterhazy in this Form 10-K is derived from the [removed: 2021] [added: 2025] S-K 1300 report titled “Esterhazy Potash Facility Technical Report Summary” effective December 31, [removed: 2021] [added: 2025] prepared by employees of Mosaic.

Except as otherwise stated, the scientific and technical information relating to Tapira contained in this Form 10-K is derived from the 2023 S-K 1300 report for Tapira titled “SEC S-K 1300 Technical Report Summary Mosaic Fertilizantes: Complexo [removed: Mineracao] [added: Mineração] de Tapira” effective December 31, 2023 prepared by qualified persons who are employees of WSP USA Inc., which is not affiliated with Mosaic.

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, [removed: 2024.][added: 2025.]

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

][added: Map.jpg](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/mos-20251231_g7.jpg)]

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

[removed: ][added: ]

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

Table 2.1 shows the production tonnage and grade for all phosphate properties for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| Mine Property | | | Annual Operational Capacity (tonnes)(a)(b) | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| [removed: Florida] [added: Florida(d)] | | | 14.0 | | | [removed: 8.9] [added: 9.5] | | | [removed: 28.3] [added: 27.9] | | | | | | | | | [removed: 9.1] [added: 8.9] | | | [removed: 27.8] [added: 28.3] | | | | | | [removed: 9.6] [added: 9.1] | | | [removed: 27.6] [added: 27.8] | | | | | |

| Total United States | | | 14.0 | | | [removed: 8.9] [added: 9.5] | | | [removed: 28.3] [added: 27.9] | | | | | | | | | [removed: 9.1] [added: 8.9] | | | [removed: 27.8] [added: 28.3] | | | | | | [removed: 9.6] [added: 9.1] | | | [removed: 27.6] [added: 27.8] | | | | | |

| Miski Mayo [removed: (d)] [added: (e)(f)] | | | 4.8 | | | [removed: 4.8] [added: 5.1] | | | [removed: 29.7] [added: 19.7] | | | | | | | | | [removed: 4.7] [added: 4.8] | | | 29.7 | | | | | | [removed: 4.2] [added: 4.7] | | | 29.7 | | | | | |

| Total Peru | | | 4.8 | | | [removed: 4.8] [added: 5.1] | | | [removed: 29.7] [added: 19.7] | | | | | | | | | [removed: 4.7] [added: 4.8] | | | 29.7 | | | | | | [removed: 4.2] [added: 4.7] | | | 29.7 | | | | | |

| Araxá / Patrocinio | | | 1.1 | | | [removed: 0.8] [added: 1.0] | | | [removed: 34.5] [added: 35.1] | | | | | | | | | [removed: 0.9] [added: 0.8] | | | [removed: 34.7] [added: 34.5] | | | | | | 0.9 | | | [removed: 34.5] [added: 34.7] | | | | | |

| Cajati | | | 0.5 | | | [removed: 0.4] [added: 0.5] | | | [removed: 34.3] [added: 34.0] | | | | | | | | | [removed: 0.3] [added: 0.4] | | | [removed: 33.7] [added: 34.3] | | | | | | 0.3 | | | [removed: 34.3] [added: 33.7] | | | | | |

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

| Tapira | | | 2.0 | | | 1.8 | | | [removed: 35.0] [added: 34.9] | | | | | | | | | [removed: 1.7] [added: 1.8] | | | [removed: 35.2] [added: 35.0] | | | | | | [removed: 1.9] [added: 1.7] | | | [removed: 35.1] [added: 35.2] | | | | | |

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

| Total Phosphate | | | 23.4 | | | [removed: 17.6] [added: 18.8] | | | [removed: 30.1] [added: 27.2] | | | | | | | | | [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: (d)We] [added: (e)We] have a 75% economic interest in the Miski Mayo Mine and consolidate its results.

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

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

Table 2.2 shows the production tonnage and grade for the potash properties for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| Facility | | | Annualized Proven Peaking Capacity (tonnes)(a)(b) | | | | | | Annual Operational Capacity (tonnes) (b)(c)(d) | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2022] [added: 2023] | | | | | |

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

| Esterhazy – MOP(g) | | | 6.3 | | | | | | 6.3 | | | | | | [removed: 15.6] [added: 15.5] | | | [removed: 22.2] [added: 21.9] | | | | | | [removed: 14.1] [added: 15.6] | | | [removed: 23.4] [added: 22.2] | | | | | | [removed: 13.7] [added: 14.1] | | | [removed: 24.5] [added: 23.4] | | |

| Colonsay – MOP(h) | | | 2.6 | | | | | | 1.5 | | | | | | [removed: 1.8] [added: 2.5] | | | [removed: 26.5] [added: 25.4] | | | | | | 1.8 | | | [removed: 25.6] [added: 26.5] | | | | | | [removed: 2.6] [added: 1.8] | | | [removed: 26.4] [added: 25.6] | | |

| Total Canada | | | 12.8 | | | | | | 10.8 | | | | | | 29.0 | | | [removed: 21.3] [added: 21.2] | | | | | | [removed: 26.1] [added: 29.0] | | | [removed: 21.9] [added: 21.3] | | | | | | [removed: 27.6] [added: 26.1] | | | [removed: 22.5] [added: 21.9] | | |

| Carlsbad – K-Mag®(i) | | | 0.9 | | | | | | 0.7 | | | | | | [removed: 2.3] [added: 1.7] | | | [removed: 6.6] [added: 6.8] | | | | | | 2.3 | | | [removed: 6.7] [added: 6.6] | | | | | | [removed: 3.0] [added: 2.3] | | | [removed: 6.2] [added: 6.7] | | |

| Total United States | | | 0.9 | | | | | | 0.7 | | | | | | [removed: 2.3] [added: 1.7] | | | [removed: 6.6] [added: 6.8] | | | | | | 2.3 | | | [removed: 6.7] [added: 6.6] | | | | | | [removed: 3.0] [added: 2.3] | | | [removed: 6.2] [added: 6.7] | | |

| Taquari – [removed: MOP] [added: MOP(j)] | | | [removed: 0.7] [added: —] | | | | | | [removed: 0.5] [added: —] | | | | | | [removed: 1.7] [added: 1.5] | | | [removed: 16.4] [added: 16.7] | | | | | | [removed: 1.9] [added: 1.7] | | | [removed: 14.7] [added: 16.4] | | | | | | [removed: 1.6] [added: 1.9] | | | [removed: 14.3] [added: 14.7] | | |

| Total Brazil | | | [removed: 0.7] [added: 0.0] | | | | | | [removed: 0.5] [added: 0.0] | | | | | | [removed: 1.7] [added: 1.5] | | | [removed: 16.4] [added: 16.7] | | | | | | [removed: 1.9] [added: 1.7] | | | [removed: 14.7] [added: 16.4] | | | | | | [removed: 1.5] [added: 1.9] | | | [removed: 14.3] [added: 14.7] | | |

| Total Potash | | | [removed: 14.4] [added: 13.7] | | | | | | [removed: 12.0] [added: 11.5] | | | | | | [removed: 33.0] [added: 32.2] | | | [removed: 20.0] [added: 20.2] | | | | | | [removed: 30.3] [added: 33.0] | | | [removed: 20.3] [added: 20.0] | | | | | | [removed: 32.1] [added: 30.3] | | | [removed: 20.6] [added: 20.3] | | |

The calculation is based on actual KCl tonnes mined for January 1, [removed: 2024] [added: 2025] through December 31, [removed: 2024.][added: 2025.]

Overviews for [removed: Phosphates,] [added: Phosphate,] Potash and Mosaic Fertilizantes are shown in Table 2.3, Table 2.4, and Table 2.5 below.

Araxá/Patrocínio is an operating mine but is considered an exploration stage mine because Mosaic is extracting minerals from this [added: mine without having determined there are mineral reserves under S-K 1300.]

[Table of [removed: Content](#iba1f0abf3eaf44139c95448746211253_7)][added: Content](#ib7740c2073c24ebca1dc81ef6d7f6efa_7)]

(d)Excludes the South Pasture, Florida location which was temporarily idled August 2018 for an indefinite period of time.

Annual operating capacity for this site was 3.2 million tonnes.

(f)Higher ore grade and processing improvements allowed for improved metallurgical recovery resulting in higher production in 2025.

(j)The Taquari facility was sold in 2025.

The 2025 amounts represent production from the beginning of the year until the selling date of November 4, 2025.

| Florida Phosphate | | | | | | | | |

| Cajati(e)(g) | | | | | | 25.0 | | | 5.2 | | | 14.9 | | | 5.3 | | | 39.9 | | | 5.3 | | | 4.2 | | | 5.3 | | |

| Catalão(e)(h) | | | | | | 58.9 | | | 9.9 | | | 102.4 | | | 10.5 | | | 161.3 | | | 10.3 | | | 17.9 | | | 8.7 | | |

| Florida(c) | | | 38.0 | | | 27.6 | | | 58.0 | | | 26.9 | | | 96.0 | | | 27.0 | | |

| Miski Mayo(d) | | | 84.2 | | | 15.6 | | | 54.1 | | | 15.0 | | | 138.3 | | | 15.4 | | |

| Cajati(e) | | | 32.7 | | | 5.5 | | | 18.5 | | | 5.5 | | | 51.2 | | | 5.5 | | |

| Catalão(f) | | | 52.7 | | | 10.5 | | | 8.1 | | | 9.9 | | | 60.8 | | | 10.4 | | |

| Tapira(g) | | | 106.8 | | | 9.0 | | | 310.3 | | | 8.9 | | | 417.1 | | | 9.0 | | |

| Total Phosphate | | | 314.4 | | | 12.9 | | | 449.0 | | | 11.8 | | | 763.4 | | | 12.3 | | |

| Belle Plaine(h) | | | 268.1 | | | 19.3 | | | 370.9 | | | 19.3 | | | 639.0 | | | 19.3 | | |

| Esterhazy(i) | | | 158.0 | | | 22.2 | | | 318.0 | | | 20.0 | | | 476.0 | | | 20.8 | | |

| Total Potash | | | 685.7 | | | 17.9 | | | 851.9 | | | 21.1 | | | 1,537.6 | | | 19.7 | | |

reserves.

| Proven | | | | | | 38 | | | | | | 27.6 | | | | | | Pebble: 80.3 to 100%, Concentrate: 70.8 to 76.4% | | |

| Probable | | | | | | 58 | | | | | | 26.9 | | | | | | Pebble: 80.3 to 100%, Concentrate: 70.8 to 76.4% | | |

water source.

potash mining techniques.

(f)The average LOM plan KCl price of $255/tonne was used to assess economic viability for the mineral reserves, but were not used for cut-off purposes.

The site’s ability to produce at the increasing rates being forecasted in the LOM plan are supported by equipment design capacities and capacity proving runs and also include the capacity added by a newly commissioned hydrofloat flotation circuit.

| 2025 | | | | | | New compaction circuit commissioned at K1. Hydrofloat circuit commissioned at K2, increasing total Esterhazy site throughput capability to 3000 ore tons per hour. | | |

(l)A US$/CAD$ exchange rate of 1.37 was used to assess prospects for economic extraction for the mineral resources but were not used for cut-off purposes.

| Proven | | | | | | 159.0 | | | | | | 22.2 | | | | | | 29.0 | | |

| Probable | | | | | | 319.0 | | | | | | 20.0 | | | | | | 29.0 | | |

| Proven + Probable | | | | | | 478.0 | | | | | | 20.8 | | | | | | 29.0 | | |

(g)The following KCl commodity prices were used to assess prospects for economic extraction for the mineral resources but are not used for cut-off purposes, 2026-$244/tonne, 2027-$243/tonne, 2028-$224/tonne, 2029-$188/tonne, 2030-$223/tonne and for the LOM plan $251/tonne.

All prices are per finished product tonne.

| Measured | | | | | | 21.3 | | | | | | 8.6 | | | | | | 47.9 | | |

| Measured + Indicated | | | | | | 76.2 | | | | | | 8.6 | | | | | | 38.6 | | |

| Proven | | | | | | 106.8 | | | | | | 9 | | | | | | 55.2 | | |

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

mine without having determined there are mineral reserves under S-K 1300.

| | | | | | | | | |

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

| Florida Phosphates | | | | | | | | |

| *Processing plants and other facilities* | | | | | | Beneficiation plant | | |

| *Titles, mineral rights, leases or options and acreage* | | | | | | Mining rights in Brazil are governed by the Mining Code, Decree 227, dated February 27, 1967, and further regulation enacted by the ANM. All subsoil situated within Brazilian territory is deemed state property, with the mining activities subject to specific permits granted by the ANM. | | |

| Complexo Mineroquímico de Taquari-Vassouras (“Taquari”) | | | | | | | | |

| *Location* | | | | | | Near Rosario de Catete, Sergipe, Brazil | | |

| *Type and amount of ownership interests* | | | | | | 100% owned by Mosaic Potássio Mineração Ltda, a wholly-owned indirect subsidiary of Mosaic. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds one mining permit within the Taquari area (92,498 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, 2024, all environmental licenses were either valid or being renewed pursuant to applications filed with the Brazilian Environmental Agency within the legal deadlines. Licenses are managed through national and state databases. There are action plans in progress to comply with the environmental conditions that are not met yet within the environmental permits. Taquari’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. The brine pipeline and other impoundment’s stability are monitored through a monitoring program as well as routine inspections. | | |

| *Mine types and mineralization styles* | | | | | | The deposit is in the Taquari-Vassouras sub-basin and is a bedded evaporite where sylvinite is mined in an underground room and pillar mine at depths of 1,640 to 2,207 feet (500 to700m) below surface using continuous miners. The beneficiation process operation begins at the run-of-mine stockpile. The material is conveyed to the processing circuit where it is divided into seven major units: crushing, concentration, dissolution, drying, compaction, storage and shipping. | | |

| Brazil | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cajati(e)(g) | | | | | | 25.4 | | | 5.2 | | | 15.0 | | | 5.2 | | | 40.4 | | | 5.2 | | | 4.3 | | | 5.3 | | |

| Catalão(e)(h) | | | | | | 59.2 | | | 9.9 | | | 102.6 | | | 10.6 | | | 161.8 | | | 10.3 | | | 17.9 | | | 8.8 | | |

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

(n)Cut-off grade of > 20% KCl, a minimum sylvinite thickness of 1.8 m, and a minimum sylvinite percentage per block of 50% was applied for mineral resources.

| 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 | | |

| Brazil | | | | | | | | | | | | | | | | | | | | |

| 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 | | |

| Tapira(g) | | | 121.2 | | | 9.1 | | | 311.3 | | | 8.9 | | | 432.5 | | | 9.0 | | |

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

| Belle Plaine(h) | | | 266.0 | | | 19.3 | | | 388.0 | | | 19.3 | | | 654.0 | | | 19.3 | | |

| 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 | | |

(k)A tonnage reduction of 20% has been applied to the Probable mineral reserves to account for geological uncertainty.

A KCl grade downgrade of -10% was applied to the Probable mineral reserves in order to adjust in-situ grades to ROM grades.

A mean density of 2.10 g/cc was applied to all mineral reserve volumes to convert to tonnages.

Cut-off grade of ≥ 20% KCl and a minimum sylvinite thickness of 1.8m was applied for mineral reserves.

The discounted cash flow utilized K2O commodity prices (US$) of $299/tonne for 2025, $309/tonne for 2026, $279/tonne for 2027 and $269 for the remaining LOM.

Mineral reserves were proven to be economic based on a positive discounted cash flow.

| Proven | | | | | | 41 | | | | | | 27.8 | | | | | | Pebble: 83 to 100%, Concentrate: 68.1 to 74.8% | | |

| Probable | | | | | | 59 | | | | | | 27.0 | | | | | | Pebble: 83 to 100%, Concentrate: 68.1 to 74.8% | | |

SaskPower-supplied electricity, Trans Gas-supplied natural gas and potable and non-potable water supplied from a local fresh water source.

The year-over-year change is due to mining depletion.

Our probably reserves did not change.

Esterhazy plans to ramp up milling rates once the K3 mine is up to full capacity and then stabilize at a total milling rate to the end of mine life.

(a)Includes grants of [removed: 534,126] [added: 334,175] stock options, [removed: 1,592,931] [added: 2,159,334] time-based restricted stock units and [removed: 1,608,964] [added: 2,263,548] total stockholder return (“TSR”) performance units settled in stock.

| Equity compensation plans approved by stockholders | | | | | | 4,757,057 | | | | | | $ | 29.80 | | | | | 13,077,090 | | |

| Total | | | | | | 4,757,057 | | | | | | $ | 29.80 | | | | | 13,077,090 | | |

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

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

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, 2024:

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

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

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of a publicly announced program | | | | | | Maximum approximate dollar value of shares that may yet be purchased under the program(a) | | |

| Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | |

(a) At the end of the month shown.

Our management, with the participation of our principal executive officer and our principal financial officer, have evaluated any changes in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no [removed: other] changes in [removed: our] internal control over financial reporting [added: identified in connection with management’s evaluation that occurred] during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, [removed: the Company’s] [added: our] 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: 2024,] [added: 2025,] 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.

The information contained under the headings “Proposal No. 1–Election of Directors,” “Corporate Governance–Committees of the Board of Directors,” “Beneficial Ownership of Securities,” and “Delinquent Section 16 Reports” included in our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1.

The information under the heading [removed: "Corporate] [added: “Corporate] Governance - Insider Trading [removed: Policy"] [added: Policy”] included in our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Director Compensation” and “Executive Compensation” included in our definitive proxy statement for our [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference.

| [removed: 4.iii] [added: 4.iv] | | | | | | [Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as 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) | | | | | | | | |

| [removed: 4.iv] [added: 4.v] | | | | | | [Description of Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit4iii20191231.htm)’[s Common Stock](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit4iii20191231.htm) | | | | | | Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | | | | | | | | |

| [removed: 10.iii.a.1(3)] [added: 10.iii.c.4(3)] | | | | | | [removed: [Form of Amendment dated May 11, 2011, to the Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1285785/000119312511191456/dex10iiiu.htm)] [added: [Mosaic LTI Deferral Plan, approved December 18, 2024](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit10iiic420241231.htm)] | | | | | | Exhibit [removed: 10.iii.u.] [added: 10.iii.c.4] to [removed: Mosaic’s] [added: Mosaic's] Annual Report on Form 10-K for the Fiscal Year ended [removed: May] [added: December] 31, [removed: 2011(2)] [added: 2024] | | | | | | | | |

| 19 | | | | | | [The Mosaic Company Insider Trading and Tipping [removed: Policy](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit1920241231.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit1920251231.htm)] | | | | | | | | | | | | X | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit21_20241231.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit21_20251231.htm)] | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of KPMG LLP, independent registered public accounting firm for [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit231_20241231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit231_20251231.htm)] | | | | | | | | | | | | X | | |

| 23.4 | | | | | | [Belle Plaine Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit234_20241231.htm) | | | | | | [added: Exhibit 23.4 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024] | | | | | | [removed: X] | | |

| [removed: 23.5] [added: 96.3] | | | | | | [removed: [Esterhazy] [added: [Belle Plaine] Potash Facility [removed: Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit234-esterhazycons.htm)] [added: Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/a2024belleplainesk1300tr.htm)] | | | | | | Exhibit [removed: 23.4] [added: 96.3] to [removed: Mosaic’s] [added: Mosaic's] Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2024] | | | | | | | | |

| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit24_20241231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit24_20251231.htm)] | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit311_20241231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit311_20251231.htm)] | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit312_20241231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit312_20251231.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/1285785/000161803425000003/exhibit321_20241231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit321_20251231.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/1285785/000161803425000003/exhibit322_20241231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit322_20251231.htm)] | | | | | | | | | | | | X | | |

| 95 | | | | | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit9520241231.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit9520251231.htm)] | | | | | | | | | | | | X | | |

| 96.2 | | | | | | [Esterhazy Potash Facility Technical Report [removed: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalesterhazysk1300tech.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/a2025esterhazysk1300tech.htm)] | | | | | | [removed: Exhibit 96.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021] | | | | | | [added: X] | | |

| 4.iii | | | | | | [Amended and Restated Credit Agreement, dated as of May 16, 2025, by and among The Mosaic Company, each other subsidiary of the Mosaic party thereto, each lender party thereto and Bank of America, National Association as administrative agent](https://www.sec.gov/Archives/edgar/data/1285785/000162828025027098/exhibit101-amendedandresta.htm) | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 16, 2025 and filed on May 21, 2025 | | | | | | | | |

| 23.5 | | | | | | [Esterhazy Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000128578526000017/exhibit235_20251231.htm) | | | | | | | | | | | | X | | |

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

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

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

| 10.iii.a.(3) | | | | | | [The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, 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.2(3) | | | | | | [Form of Employee Nonqualified Stock Option Award Agreement under the Omnibus Incentive Plan, approved July 20, 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.4(3) | | | | | | [Mosaic LTI Deferral Plan, approved December 18, 2024](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/exhibit10iiic420241231.htm) | | | | | | | | | | | | X | | |

| 10.iii.k.10(3) | | | | | | [Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, as amended, approved May 19, 2022](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000010/exhibit10iiik20220630.htm) | | | | | | Exhibit 10.iii.k to Mosaic’s quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022 | | | | | | | | |

| 96.3 | | | | | | [Belle Plaine Potash Facility Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803425000003/a2024belleplainesk1300tr.htm) | | | | | | | | | | | | X | | |

| /s/ Bruce M. Bodine | | | | | | Chief Executive Officer and President and Director (principal executive officer) | | | | | | [removed: March 3, 2025] [added: February 27, 2026] | | |

| /s/ Luciano Siani Pires | | | | | | Executive Vice President and Chief Financial Officer (principal financial officer) | | | | | | [removed: March 3, 2025] [added: February 27, 2026] | | |

| /s/ Russell A. Flugel | | | | | | Vice President—Controller and Chief Accounting Officer (principal accounting officer) | | | | | | [removed: March 3, 2025] [added: February 27, 2026] | | |

| * | | | | | | Chairman of the Board of Directors | | | | | | [removed: March 3, 2025] [added: February 27, 2026] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iba1f0abf3eaf44139c95448746211253_142)] [added: Operations](#ib7740c2073c24ebca1dc81ef6d7f6efa_145)] | | | [removed: F-[2](#iba1f0abf3eaf44139c95448746211253_145)] [added: F-[2](#ib7740c2073c24ebca1dc81ef6d7f6efa_148)] | | |

| [Key Factors that can Affect Results of Operations and Financial [removed: Condition](#iba1f0abf3eaf44139c95448746211253_148)] [added: Condition](#ib7740c2073c24ebca1dc81ef6d7f6efa_151)] | | | [removed: F-[2](#iba1f0abf3eaf44139c95448746211253_148)] [added: F-[2](#ib7740c2073c24ebca1dc81ef6d7f6efa_151)] | | |

| [Corporate, Elimination and [removed: Other](#iba1f0abf3eaf44139c95448746211253_166)] [added: Other](#ib7740c2073c24ebca1dc81ef6d7f6efa_169)] | | | [removed: F-[11](#iba1f0abf3eaf44139c95448746211253_166)] [added: F-[11](#ib7740c2073c24ebca1dc81ef6d7f6efa_169)] | | |

| [Other Income Statement [removed: Items](#iba1f0abf3eaf44139c95448746211253_169)] [added: Items](#ib7740c2073c24ebca1dc81ef6d7f6efa_172)] | | | [removed: F-[11](#iba1f0abf3eaf44139c95448746211253_169)] [added: F-[11](#ib7740c2073c24ebca1dc81ef6d7f6efa_172)] | | |

| [Selling, General and Administrative [removed: Expenses](#iba1f0abf3eaf44139c95448746211253_172)] [added: Expenses](#ib7740c2073c24ebca1dc81ef6d7f6efa_175)] | | | [removed: F-[11](#iba1f0abf3eaf44139c95448746211253_172)] [added: F-[12](#ib7740c2073c24ebca1dc81ef6d7f6efa_175)] | | |

| [Other Operating [removed: Expenses](#iba1f0abf3eaf44139c95448746211253_175)] [added: Expenses](#ib7740c2073c24ebca1dc81ef6d7f6efa_178)] | | | [removed: F-[12](#iba1f0abf3eaf44139c95448746211253_175)] [added: F-[12](#ib7740c2073c24ebca1dc81ef6d7f6efa_178)] | | |

| [Interest Expense, [removed: Net](#iba1f0abf3eaf44139c95448746211253_178)] [added: Net](#ib7740c2073c24ebca1dc81ef6d7f6efa_181)] | | | [removed: F-[12](#iba1f0abf3eaf44139c95448746211253_178)] [added: F-[12](#ib7740c2073c24ebca1dc81ef6d7f6efa_181)] | | |

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

| [removed: [Gain] [added: Gain] on [removed: Sale] [added: sale] of [removed: Equity Investment](#iba1f0abf3eaf44139c95448746211253_3184)] [added: equity investment] | | | [removed: F-[12](#iba1f0abf3eaf44139c95448746211253_181)] [added: —] | | | [added: | | | 522.2 | | | | | | — | | |]

| [Other [removed: (Expense) Income](#iba1f0abf3eaf44139c95448746211253_184)] [added: Income (Expense)](#ib7740c2073c24ebca1dc81ef6d7f6efa_190)] | | | [removed: F-[12](#iba1f0abf3eaf44139c95448746211253_184)] [added: F-[12](#ib7740c2073c24ebca1dc81ef6d7f6efa_190)] | | |

| [removed: [Equity] [added: Equity] in [removed: Net Earnings] [added: net earnings] of [removed: Nonconsolidated Companies](#iba1f0abf3eaf44139c95448746211253_187)] [added: nonconsolidated companies] | | | [removed: F-[13](#iba1f0abf3eaf44139c95448746211253_187)] | | | [added: — | | | | | | — | | | | | | — | | | | | | 2.3 | | | | | | 2.3 | | |]

| [Provision for Income [removed: Taxes](#iba1f0abf3eaf44139c95448746211253_190)] [added: Taxes](#ib7740c2073c24ebca1dc81ef6d7f6efa_193)] | | | [removed: F-[12](#iba1f0abf3eaf44139c95448746211253_190)] [added: F-[13](#ib7740c2073c24ebca1dc81ef6d7f6efa_193)] | | |

| [Critical Accounting [removed: Estimates](#iba1f0abf3eaf44139c95448746211253_196)] [added: Estimates](#ib7740c2073c24ebca1dc81ef6d7f6efa_202)] | | | [removed: F-[13](#iba1f0abf3eaf44139c95448746211253_196)] [added: F-[13](#ib7740c2073c24ebca1dc81ef6d7f6efa_202)] | | |

| [Liquidity and Capital [removed: Resources](#iba1f0abf3eaf44139c95448746211253_199)] [added: Resources](#ib7740c2073c24ebca1dc81ef6d7f6efa_205)] | | | [removed: F-[14](#iba1f0abf3eaf44139c95448746211253_199)] [added: F-[15](#ib7740c2073c24ebca1dc81ef6d7f6efa_205)] | | |

| [Off-Balance Sheet Arrangements and [removed: Obligations](#iba1f0abf3eaf44139c95448746211253_202)] [added: Obligations](#ib7740c2073c24ebca1dc81ef6d7f6efa_208)] | | | [removed: F-[17](#iba1f0abf3eaf44139c95448746211253_202)] [added: F-[18](#ib7740c2073c24ebca1dc81ef6d7f6efa_208)] | | |

| [Environmental, Health, Safety and Security [removed: Matters](#iba1f0abf3eaf44139c95448746211253_208)] [added: Matters](#ib7740c2073c24ebca1dc81ef6d7f6efa_214)] | | | [removed: F-[22](#iba1f0abf3eaf44139c95448746211253_208)] [added: F-[23](#ib7740c2073c24ebca1dc81ef6d7f6efa_214)] | | |

| [Recently Issued Accounting [removed: Guidance](#iba1f0abf3eaf44139c95448746211253_217)] [added: Guidance](#ib7740c2073c24ebca1dc81ef6d7f6efa_223)] | | | [removed: F-[28](#iba1f0abf3eaf44139c95448746211253_217)] [added: F-[28](#ib7740c2073c24ebca1dc81ef6d7f6efa_223)] | | |

| [Forward-Looking [removed: Statements](#iba1f0abf3eaf44139c95448746211253_220)] [added: Statements](#ib7740c2073c24ebca1dc81ef6d7f6efa_226)] | | | [removed: F-[28](#iba1f0abf3eaf44139c95448746211253_220)] [added: F-[29](#ib7740c2073c24ebca1dc81ef6d7f6efa_226)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#iba1f0abf3eaf44139c95448746211253_223)] [added: Firm](#ib7740c2073c24ebca1dc81ef6d7f6efa_229)] | | | [removed: F-[31](#iba1f0abf3eaf44139c95448746211253_223)] [added: F-[32](#ib7740c2073c24ebca1dc81ef6d7f6efa_229)] | | |

| [Consolidated Statements of [removed: Earnings](#iba1f0abf3eaf44139c95448746211253_229)] [added: Earnings](#ib7740c2073c24ebca1dc81ef6d7f6efa_235)] | | | [removed: F-[34](#iba1f0abf3eaf44139c95448746211253_229)] [added: F-[35](#ib7740c2073c24ebca1dc81ef6d7f6efa_235)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#iba1f0abf3eaf44139c95448746211253_232)] [added: (Loss)](#ib7740c2073c24ebca1dc81ef6d7f6efa_238)] | | | [removed: F-[35](#iba1f0abf3eaf44139c95448746211253_232)] [added: F-[36](#ib7740c2073c24ebca1dc81ef6d7f6efa_238)] | | |

| [Consolidated Balance [removed: Sheets](#iba1f0abf3eaf44139c95448746211253_235)] [added: Sheets](#ib7740c2073c24ebca1dc81ef6d7f6efa_241)] | | | [removed: F-[36](#iba1f0abf3eaf44139c95448746211253_235)] [added: F-[37](#ib7740c2073c24ebca1dc81ef6d7f6efa_241)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iba1f0abf3eaf44139c95448746211253_241)] [added: Flows](#ib7740c2073c24ebca1dc81ef6d7f6efa_247)] | | | [removed: F-[37](#iba1f0abf3eaf44139c95448746211253_241)] [added: F-[38](#ib7740c2073c24ebca1dc81ef6d7f6efa_247)] | | |

| [Consolidated Statements of [removed: Equity](#iba1f0abf3eaf44139c95448746211253_244)] [added: Equity](#ib7740c2073c24ebca1dc81ef6d7f6efa_250)] | | | [removed: F-[39](#iba1f0abf3eaf44139c95448746211253_244)] [added: F-[40](#ib7740c2073c24ebca1dc81ef6d7f6efa_250)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iba1f0abf3eaf44139c95448746211253_250)] [added: Statements](#ib7740c2073c24ebca1dc81ef6d7f6efa_256)] | | | [removed: F-[40](#iba1f0abf3eaf44139c95448746211253_250)] [added: F-[41](#ib7740c2073c24ebca1dc81ef6d7f6efa_256)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#iba1f0abf3eaf44139c95448746211253_352)] [added: Reporting](#ib7740c2073c24ebca1dc81ef6d7f6efa_352)] | | | [removed: F-[80](#iba1f0abf3eaf44139c95448746211253_352)] [added: F-[83](#ib7740c2073c24ebca1dc81ef6d7f6efa_352)] | | |

- Our [removed: Phosphates] [added: Phosphate] business segment owns and operates mines and production facilities in Florida, which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana, which produce concentrated phosphate crop nutrients for sale domestically and internationally.

These results are consolidated in the [removed: Phosphates] [added: Phosphate] segment.

Through December 24, 2024, the [removed: Phosphates] [added: Phosphate] segment 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.

- Our Mosaic Fertilizantes business segment includes five phosphate rock [removed: mines,] [added: mines and] four phosphate chemical plants [removed: and a potash mine] in Brazil.

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

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 [removed: Phosphates] [added: Phosphate] and Mosaic Fertilizantes businesses, water treatment costs in our [removed: Phosphates] [added: Phosphate] business and fluctuations in currency exchange rates.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the narrative description of our business in Item 1, and the risk factors described in Item 1A, of Part I of this Annual Report on Form 10-K [removed: (“Form 10-K”),] [added: (“Form 10-K”),] and our Consolidated Financial Statements, accompanying notes and other information listed in the accompanying Financial Table of Contents.

This section of this Form 10-K discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] and are incorporated by reference herein.

The following table shows the results of operations for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

Date: February 27, 2026

| * | | | | | | Director | | | | | | February 27, 2026 | | |

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| * | | | | | | Director | | | | | | February 27, 2026 | | |

| [Introduction](#ib7740c2073c24ebca1dc81ef6d7f6efa_148) | | | F-[2](#ib7740c2073c24ebca1dc81ef6d7f6efa_148) | | |

| [Results of Operations](#ib7740c2073c24ebca1dc81ef6d7f6efa_154) | | | F-[4](#ib7740c2073c24ebca1dc81ef6d7f6efa_154) | | |

| [Overview](#ib7740c2073c24ebca1dc81ef6d7f6efa_157) | | | F-[5](#ib7740c2073c24ebca1dc81ef6d7f6efa_157) | | |

| [Phosphate](#ib7740c2073c24ebca1dc81ef6d7f6efa_160) | | | F-[7](#ib7740c2073c24ebca1dc81ef6d7f6efa_160) | | |

| [Potash](#ib7740c2073c24ebca1dc81ef6d7f6efa_163) | | | F-[9](#ib7740c2073c24ebca1dc81ef6d7f6efa_163) | | |

| [Mosaic Fertilizantes](#ib7740c2073c24ebca1dc81ef6d7f6efa_166) | | | F-[10](#ib7740c2073c24ebca1dc81ef6d7f6efa_166) | | |

| [Loss](#ib7740c2073c24ebca1dc81ef6d7f6efa_3168) [(Gain)](#ib7740c2073c24ebca1dc81ef6d7f6efa_3168) [on Assets Sold and to be Sold](#ib7740c2073c24ebca1dc81ef6d7f6efa_3168) | | | F-[12](#ib7740c2073c24ebca1dc81ef6d7f6efa_175) | | |

| [Impairment of Goodwill](#ib7740c2073c24ebca1dc81ef6d7f6efa_3174) | | | F-[12](#ib7740c2073c24ebca1dc81ef6d7f6efa_175) | | |

| [Market Risk](#ib7740c2073c24ebca1dc81ef6d7f6efa_211) | | | F-[20](#ib7740c2073c24ebca1dc81ef6d7f6efa_211) | | |

| [Contingencies](#ib7740c2073c24ebca1dc81ef6d7f6efa_217) | | | F-[28](#ib7740c2073c24ebca1dc81ef6d7f6efa_217) | | |

| [Related Parties](#ib7740c2073c24ebca1dc81ef6d7f6efa_220) | | | F-[28](#ib7740c2073c24ebca1dc81ef6d7f6efa_220) | | |

This segment also includes the results of Mosaic Biosciences sales in Brazil.

| Loss (gain) on assets sold and to be sold | | | 157.3 | | | | | | — | | | | | | (56.5) | | | | | | 157.3 | | | | | | NM | | | | | | 56.5 | | | | | | NM | | |

| Impairment of goodwill | | | 99.9 | | | | | | — | | | | | | — | | | | | | 99.9 | | | | | | NM | | | | | | — | | | | | | NM | | |

Net earnings attributable to Mosaic for the year ended December 31, 2025 were $540.7 million, or $1.70 per diluted share, compared to $174.9 million, or $0.55 per diluted share for 2024.

Gross margin for the current year increased $390.0 million from the prior year driven by higher finished good sales pricing across our segments, as discussed further below.

These benefits were partially offset by a loss on assets sold and to be sold of $157.3 million and an impairment of goodwill of $99.9 million.

In our Phosphate segment, operating earnings were $135 million for 2025 compared to $225 million in the prior year period.

Current year operating results reflect lower sales volumes which were impacted by supply losses due to extended downtime as we focused on improving asset integrity, and lower demand in North America in the fourth quarter of 2025 compared to the prior year period.

Phosphate operating results were also unfavorably impacted by higher raw material costs, primarily sulfur, compared to the prior year period.

These impacts were partially offset by the benefit of higher average selling prices which continued the upward trend that began in the second half of 2023, reflecting strong global demand and low inventory levels.

In our Potash segment, operating earnings were $638 million for 2025, compared to $605 million in the prior year period.

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

Prices and sales volumes improved due to continued strength in international demand.

Sales volumes also benefitted due to our recovery from production challenges and supply chain delays experienced in the prior year.

Current year operating results were unfavorably impacted by a loss on assets held for sale related to the Carlsbad, New Mexico facility.

In our Mosaic Fertilizantes segment, operating earnings were $277 million for 2025 compared to $238 million in the prior year period.

Operating results reflected higher average selling prices compared to the prior year period benefiting from a favorable global pricing environment that was driven by healthy demand and tight supply.

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

Date: March 3, 2025

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

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

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| * | | | | | | 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) | | |

| [Market Risk](#iba1f0abf3eaf44139c95448746211253_205) | | | F-[19](#iba1f0abf3eaf44139c95448746211253_205) | | |

| [Contingencies](#iba1f0abf3eaf44139c95448746211253_211) | | | F-[27](#iba1f0abf3eaf44139c95448746211253_211) | | |

| [Related Parties](#iba1f0abf3eaf44139c95448746211253_214) | | | F-[27](#iba1f0abf3eaf44139c95448746211253_214) | | |

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

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

*•*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.

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.

For the year ended December 31, 2023, operating results in all of our segments were impacted by lower average sales prices compared to the prior year.

Global markets softened compared to the prior year, with a rebound in supply combined with buyers delaying purchases in the first half of the year, in anticipation of lower prices.

Buyer deferral reversed in the later part of 2023, and we saw seasonal price strength in many markets.

In the Phosphates segment, operating results for 2023 were driven by lower average selling prices, partially offset by lower raw material costs and higher sales volumes compared to the prior year.

Selling prices decreased due to the factors described above and were partially offset by lower raw material costs, primarily sulfur and ammonia, due to global supply and demand.

Finished product sales volumes were favorable versus the prior year, driven by buyers deferring purchases in the prior year period in anticipation of lower sales prices.

In the Potash segment, 2023 operating results were unfavorably impacted by lower average selling prices of potash compared to the prior year period, driven by the factors discussed above.

This was partially offset by higher sales volumes, driven by the factor discussed above.

In the Mosaic Fertilizantes segment, 2023 results were unfavorably impacted by a decrease in average selling prices compared to the prior year period, driven by the factors discussed above.

Sales volumes of finished goods, including performance products, were higher in 2023, compared to the same period in the prior year, due to an increased customer base as a result of our growth strategy to expand our presence in Brazil.

Results were also favorably impacted by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business.

In addition, Miski Mayo operations had an unfavorable impact of approximately $40 million compared to the prior year period due to lower selling prices.