MOSAIC CO

The Mosaic Company is the world’s leading producer and marketer of concentrated phosphate and potash crop nutrients, serving customers in approximately 40 countries. The company is the second largest integrated phosphate producer in the world and one of the largest producers and marketers of phosphate-based animal feed ingredients in North America and Brazil. It is the leading fertilizer production and distribution company in Brazil. Mosaic accounts for approximately 10% of estimated global annual phosphate production and approximately 12% of estimated global annual potash production. The company accounts for approximately 72% of estimated North American annual production of concentrated phosphate crop nutrients, approximately 34% of estimated North American annual potash production, and approximately 73% of estimated annual production of concentrated phosphate crop nutrients in Brazil.

Primary competitors include domestic and international producers, farmer cooperatives, subsidiaries of larger companies, independent crop nutrient companies, and state-owned or government-subsidized entities in Asia and North Africa. Mosaic believes its extensive North American and international production and distribution system provides a competitive advantage through economies of scale, transportation and storage efficiencies, and market intelligence. The company also cites its performance products such as MicroEssentials® as providing a competitive advantage in North and South America. Mosaic believes it is a low-cost integrated producer of phosphate-based crop nutrients due to scale, vertical integration, and its strategic network of production and distribution facilities. In potash, Mosaic competes through its participation in Canpotex, an export association of Canadian potash producers, and believes its potash cost structure is competitive in the industry.

Mosaic generates revenue by producing and marketing concentrated phosphate and potash crop nutrients and phosphate-based animal feed ingredients. The company sells to wholesale distributors, retail chains, cooperatives, independent retailers, and farmers. Revenue is transactional, driven by global commodity prices and sales volumes. The company operates through three reportable business segments: Phosphate, Potash, and Mosaic Fertilizantes. Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives and investment in equity securities of Ma’aden, debt expenses, and the results of the China and India distribution businesses and Mosaic Biosciences are included within Corporate, Eliminations and Other.

The Phosphate segment owns and operates mines and production facilities in Florida and processing plants in Louisiana, producing concentrated phosphate crop nutrients and phosphate-based animal feed ingredients. It has a 75% economic interest in the Miski Mayo Phosphate Mine in Peru. U.S. 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. U.S. P2O5 production totaled approximately 2.9 million tonnes during 2025. The segment produced approximately 6.3 million tonnes of concentrated phosphate crop nutrients during 2025. Florida phosphate rock mines produced approximately 9.5 million tonnes in 2025. The segment’s principal products include Diammonium Phosphate (DAP), Monoammonium Phosphate (MAP), MicroEssentials®, and animal feed ingredients under the Biofos® and Nexfos® brands.

The Potash segment mines and processes potash in Canada and the U.S. and sells potash in North America and internationally. It operates three mines in Canada (two shaft mines and one solution mine) and one potash shaft mine in the U.S. (Carlsbad, New Mexico, classified as held for sale at December 31, 2025). North American potash annualized operational capacity totals 11.5 million tonnes of product per year, accounting for approximately 13% of world annual capacity and 38% of North American annual operational capacity. Production during 2025 totaled 8.8 million tonnes. The segment’s principal product is Muriate of potash (MOP), and it also produces K-Mag® at the Carlsbad facility. The Mosaic Fertilizantes segment owns and operates mines, chemical plants, blending and bagging facilities, port terminals, and warehouses in Brazil and Paraguay. It is the largest producer and one of the largest distributors of blended crop nutrients in Brazil. In 2025, Mosaic Fertilizantes sold approximately 9.0 million tonnes of crop nutrient products and accounted for approximately 17% of fertilizer shipments in Brazil. Brazilian phosphate operations have capacity to produce approximately 1.1 million tonnes of P2O5 per year, or about 62% of Brazilian annual capacity. Brazilian phosphoric acid production totaled approximately 1.0 million tonnes in 2025. The segment produced approximately 2.6 million tonnes of concentrated phosphate crop nutrients during 2025. Phosphate rock production in Brazil totaled approximately 4.2 million tonnes in 2025.

In October 2025, Mosaic completed the sale of its idled Patos de Minas phosphate mining unit in Brazil for $111 million ¹, with $51 million ² paid at closing, resulting in a gain of $94 million ³. In November 2025, it completed the sale of its interest in the Taquari potash mine in Brazil for proceeds of up to $27 million ⁴, with $12 million ⁵ received at closing, and recorded an impairment loss of approximately $66 million ⁶ related to the sale. In November 2025, Mosaic completed a $900 million ⁷ public bond offering, consisting of $500 million ⁸ aggregate principal amount of 4.350% ⁹ senior notes due 2029 and $400 million ¹⁰ aggregate principal amount of 4.600% ¹¹ senior notes due 2030. In December 2025, Mosaic entered into an agreement to sell its Carlsbad, New Mexico potash mine for approximately $30 million ¹², with initial proceeds of $20 million ¹³ at closing and deferred consideration of $10 million ¹⁴ payable in three equal installments beginning in 2029, and recorded an impairment loss of approximately $185.0 million ¹⁵.

For the year ended December 31, 2025, net sales were $12,052.4 million ¹⁶, compared to $11,122.8 million ¹⁷ in 2024, an increase of 8% ¹⁸. Gross margin was $1,901.9 million ¹⁹ in 2025, compared to $1,511.9 million ²⁰ in 2024, with gross margin percentage increasing to 15.8% ²¹ from 13.6% ²². Net earnings attributable to Mosaic were $540.7 million ²³, or $1.70 ²⁴ per diluted share, compared to $174.9 million ²⁵, or $0.55 ²⁶ per diluted share in 2024. Operating earnings were $821.5 million ²⁷ in 2025, compared to $621.5 million ²⁸ in 2024. Net cash provided by operating activities was $1,636.4 million ²⁹ in 2025.

Mosaic’s growth strategy is centered on its global presence and distribution network. The company serves the top four nutrient-consuming countries in the world: China, India, U.S. and Brazil. The Mosaic Fertilizantes segment completed construction of a one million tonne distribution facility in northern Brazil in Palmeirante in 2025. The Mosaic Biosciences platform, a global initiative to bring the latest science and innovation to the agricultural market, has grown through the acquisition of Plant Response in late 2021 and organically from the addition of new products. The company’s portfolio of biological fertilizer complements benefits greatly from its existing fertilizer distribution network.

Mosaic’s growth is also driven by its potash expansion projects. The company believes its potash cost structure should improve as it continues to complete these projects. The Esterhazy K3 expansion project has been completed, and a third-party audit assessed the Esterhazy Facility’s nameplate capacity at 7.8 million tonnes. The company has the ability to reach an annual operating capacity of 2.1 million tonnes at its Colonsay mine over time by increasing staffing levels and investment in mine development activities.The filing does not contain explicit operational outlook details for supply chain, manufacturing capacity, technology infrastructure investments, or headcount strategy for the upcoming period.

The filing does not contain explicit quantitative capital allocation plans for R&D spending, capital expenditure, share repurchases, or dividends for the upcoming period.

The filing identifies several headwinds. The company’s operating results are highly dependent upon conditions in the agriculture industry, including weather, crop conditions, commodity pricing, and governmental policies. The company faces risks from unfavorable worldwide economic and market conditions, including inflation, supply chain challenges, high interest rates, and foreign exchange volatility. The company is subject to risks associated with its international sales and operations, including political and economic instability in countries like Brazil and Peru. The company faces risks from changes in transportation costs, disruptions at production facilities, and volatile pricing and availability of key inputs like sulfur, ammonia, and natural gas.

The filing identifies regulatory and competitive constraints. The company is subject to numerous environmental, health and safety laws and regulations that may have a material adverse effect on its business. The company faces intense global competition from other crop nutrient producers, including state-owned and government-subsidized entities. The company’s most important products are global commodities, and changes in competitors’ production or shifts in their marketing focus have significantly affected prices and volumes. The company also faces risks from potential tariffs, such as the 25% tariff imposed by the U.S. on most imports from Canada in February 2025, which was later exempted for goods qualifying under USMCA, but the risk of reintroduction remains.

Mosaic’s operating results are highly dependent on conditions in the agricultural industry, including weather, commodity prices, and governmental policies, which are outside of its control and can significantly affect profitability. The company faces intense global competition from state-owned and government-subsidized entities, which may have access to lower-cost raw materials or be willing to accept lower profitability, placing Mosaic at a competitive disadvantage. The company is subject to significant environmental, health, and safety regulations, and any failure to comply or changes in these regulations could materially increase costs or impair operations. The company’s underground potash shaft mines are subject to risks of water inflows, as experienced at the Esterhazy K1 and K2 mines, which were closed in June 2021 due to an acceleration of brine inflows. The company is exposed to currency exchange rate fluctuations, particularly the Canadian dollar and Brazilian real, which can cause fluctuations in earnings and cash flows.

Management’s message emphasizes the company’s position as the world’s leading producer and marketer of concentrated phosphate and potash crop nutrients. The strategic priorities emphasized for the period ahead include a commitment to a culture of safety, instilling a digital mindset, and collaborating globally to drive enterprise value. Management also highlights the company’s focus on optimizing the value of its land assets in Florida and its long-term future land use strategy.