filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
| (a) | (1) | Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary Data”. | ||||||||||||||||||
| (2) | All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Financial Statements and Supplementary Data”. | |||||||||||||||||||
| (3) | Reference is made to the Exhibit Index in (b) below. | |||||||||||||||||||
| (b) | Exhibits | |||||||||||||||||||
| Exhibit No. | Description | Incorporated Herein by Reference to | Filed with Electronic Submission | |||||||||||||||||
| 3.i. | Restated Certificate of Incorporation of Mosaic, effective May 19, 2016 | Exhibit 3.i to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016(2) | ||||||||||||||||||
| 3.ii. | Amended and Restated Bylaws of Mosaic, effective December 15, 2023 | Exhibit 3.1 to Mosaic’s Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023(2) | ||||||||||||||||||
| 4.i | Credit Agreement dated as of August 19, 2021, among Mosaic, Bank of America, N.A., as administrative agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/D Issuers party thereto | Exhibit 4.i to Mosaic’s Current Report on Form 8-K dated August 23, 2021 and filed on August 23, 2021(2) | ||||||||||||||||||
| 4.ii | First Amendment to Credit Agreement, dated as of May 10, 2023, among The Mosaic Company, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/C Issuers party thereto | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 10, 2023, and filed on May 10, 2023 | ||||||||||||||||||
| 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 | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 16, 2025 and filed on May 21, 2025 | ||||||||||||||||||
| 4.iv | Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as trustee. 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) | ||||||||||||||||||
| 4.v | Description of Registrant’s Common Stock | Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | ||||||||||||||||||
| 10.iii.c.1(3) | Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective December 15, 2023 | Exhibit 10.iii.c.i to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023 | ||||||||||||||||||
| 10.iii.c.2(3) | Mosaic LTI Deferral Plan, approved March 5, 2015 | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | ||||||||||||||||||
| 10.iii.c.3(3) | Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017 | Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) | ||||||||||||||||||
| 10.iii.c.4(3) | Mosaic LTI Deferral Plan, approved December 18, 2024 | Exhibit 10.iii.c.4 to Mosaic's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024 | ||||||||||||||||||
| 10.iii.d.1(3) | Form of Senior Management Severance and Change in Control Agreement effective April 1, 2023 | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2023 | ||||||||||||||||||
| 10.iii.d.2 | Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, 2023 | Exhibit 10.iii.d.2. to Mosaic’s Quarterly Report on Form 10-Q of Mosaic for the Quarterly Period ended March 31, 2023(2) | ||||||||||||||||||
| 10.iii.d.3(3) | Form of expatriate agreement dated November 1, 2019 between Mosaic and an executive officer | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 | ||||||||||||||||||
| 10.iii.d.4(3) | Form of expatriate agreement dated January 8, 2016, between Mosaic and an executive officer | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022 | ||||||||||||||||||
| 10.iii.e.1(3) | Agreement between Cargill and Mosaic relating to certain former Cargill employees’ participation in the Cargill International Pension Plan | Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2012(2) | ||||||||||||||||||
| 10.iii.e.2(3) | Form of Supplemental Agreement between Mosaic and certain former participants in the Cargill International Pension Plan | Exhibit 10.iii.x. to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended May 31, 2013(2) | ||||||||||||||||||
| 10.iii.f.(3) | Form of Indemnification Agreement between Mosaic and its directors and executive officers | Exhibit 10.iii. to Mosaic’s Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008(2) | ||||||||||||||||||
| 10.iii.i.(3) | The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Incentive Plan”) | Appendix B to Mosaic’s Proxy Statement dated April 2, 2014(2) | ||||||||||||||||||
| 10.iii.j.(3) | Form of Amendment dated August 14, 2019, to the 2014 Incentive Plan | Exhibit 10.iii.j to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | ||||||||||||||||||
| 96.1 | Florida Phosphate Mining Technical Report Summary | Exhibit 96.1 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 | ||||||||||||||||||
| 96.2 | Esterhazy Potash Facility Technical Report Summary | X | ||||||||||||||||||
| 96.3 | Belle Plaine Potash Facility Technical Report Summary | Exhibit 96.3 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 | ||||||||||||||||||
| 96.4 | Tapira Technical Report Summary | Exhibit 96.4 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 | ||||||||||||||||||
| 97.1 | Incentive Compensation Recovery Policy | Exhibit 97.1 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 | ||||||||||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||
| (c) | Summarized financial information of 50% or less owned persons is included in Note 9 of Notes to Consolidated Financial Statements. Financial statements and schedules are omitted as none of such persons are significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements. |
| (1) | Mosaic agrees to furnish supplementally to the SEC a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request. | ||||
| (2) | SEC File No. 001-32327. | ||||
| (3) | Denotes management contract or compensatory plan. | ||||
| (4) | Confidential information has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Exchange Act. |
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