UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-K/A
(Amendment No. 1)
______________________________
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31 , 2025
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 001-32327
______________________________
The Mosaic Co mpany
(Exact name of registrant as specified in its charter)
______________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(800 ) 918-8270
(Address and zip code of principal executive offices and registrant’s telephone number, including area code)
______________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
______________________________
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2025, the aggregate market value of the registrant’s voting common stock held by stockholders, other than directors, executive officers, subsidiaries of the Registrant and any other person known by the Registrant as of the date hereof to beneficially own ten percent or more of any class of Registrant’s outstanding voting common stock, and consisting of shares of Common Stock, was approximately $11.5 billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock: 317,505,258 shares of Common Stock as of February 20, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the 2026 Annual Meeting of Stockholders (Part III)
2
EXPLANATORY NOTE
The Mosaic Company (the “Company”), a corporation incorporated under the State of Delaware, originally filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Original Form 10-K”). This Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed solely to: (i) provide the disclosure in Part II, Item 5 regarding the number of shareholders of record outstanding as of February 20, 2026 which was inadvertently omitted from the Original Form 10-K; and (ii) file a revised Esterhazy Potash Facility Consent of Qualified Persons, included as Exhibit 23.5 to this Amendment.
This filing includes Part II, Item 5 with the addition of the information regarding the number of shareholders of record outstanding as of February 20, 2026, and Part IV, Item 15, which includes the revised Esterhazy Potash Facility Consent of Qualified Persons. In addition, as required by Rule 12b‑15, this Amendment includes the certifications of the Company’s principal executive and financial officers required by Rule 13a‑14(a). Because this Amendment does not include financial statements, the Company has not provided new certifications under Rule 13a-14(b).
Except as explicitly set forth herein, this Amendment does not otherwise change, modify or update any other disclosures, or exhibits to, the Original Form 10-K. This Amendment speaks as of the filing date of the Original Form 10-K and does not reflect facts or events that may have occurred subsequent to the filing date of the Original Form 10-K.
3
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The principal stock exchange on which our common stock is traded is The New York Stock Exchange under the symbol “MOS”. As of February 20, 2026, the number of holders of record of our common stock was 1,125.
The following provides information related to equity compensation plans:
| Plan category | Number of shares to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in first column) | |||||||||||||||||
| Equity compensation plans approved by stockholders | 4,757,057 | $ | 29.80 | 13,077,090 | ||||||||||||||||
| Equity compensation plans not approved by stockholders | — | — | — | |||||||||||||||||
| Total | 4,757,057 | $ | 29.80 | 13,077,090 | ||||||||||||||||
______________________________
(a)Includes grants of 334,175 stock options, 2,159,334 time-based restricted stock units and 2,263,548 total stockholder return (“TSR”) performance units settled in stock. The total does not include cash-settled TSR performance units. For purposes of the table above, the number of shares to be issued under a performance unit award reflects the maximum number of shares of our common stock that may be issued pursuant to such performance award. The actual number of shares to be issued under a TSR performance unit award will depend on the change in the market price of our common stock over a three-year vesting period. No shares will be issued if the market price of a share of our common stock at the vesting date plus dividends thereon is less than 50% of its market price on the date of grant and the maximum number will be issued only if the market price of one share of our common stock at the vesting date plus dividends thereon is at least twice its market price on the date of grant.
(b)Includes weighted average exercise price of stock options only.
Pursuant to our equity compensation plans, we have granted and may in the future grant employee stock options to purchase shares of common stock of Mosaic for which the purchase price may be paid by means of delivery to us by the optionee of shares of common stock of Mosaic that are already owned by the optionee (at a value equal to market value on the date of the option exercise). During the period covered by this report, no options to purchase shares of common stock of Mosaic were exercised for which the purchase price was so paid.
4
PART IV.
Item 15. Exhibits and Financial Statement Schedules.
| (a) | (1) | Consolidated Financial Statements filed as part of the Original Form 10-K are listed in the Financial Table of Contents included in Original Form 10-K and incorporated by reference in Original Form 10-K 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 the Original Form 10-K 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. | 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. | 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 | 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 | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 10, 2023, and filed on May 10, 2023(2) | |||||||||||||||||||
| 4.iii | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 16, 2025 and filed on May 21, 2025(2) | |||||||||||||||||||
| 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 | Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019(2) | |||||||||||||||||||
10.iii.c.1(3) | Exhibit 10.iii.c.i to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023(2) | |||||||||||||||||||
10.iii.c.2(3) | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | |||||||||||||||||||
5
10.iii.c.3(3) | 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) | Exhibit 10.iii.c.4 to Mosaic's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024(2) | |||||||||||||||||||
10.iii.d.1(3) | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2023(2) | |||||||||||||||||||
10.iii.d.2(3) | 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) | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019(2) | |||||||||||||||||||
10.iii.d.4(3) | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022(2) | |||||||||||||||||||
10.iii.e.1(3) | 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) | 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) | 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) | Appendix B to Mosaic’s Proxy Statement dated April 2, 2014(2) | |||||||||||||||||||
10.iii.j.(3) | Exhibit 10.iii.j to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019(2) | |||||||||||||||||||
10.iii.k.1(3) | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2015(2) | |||||||||||||||||||
10.iii.k.2(3) | Exhibit 10.iii.a. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016(2) | |||||||||||||||||||
6
10.iii.k.7(3) | Exhibit 10.iii.k.1 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023(2) | |||||||||||||||||||
10.iii.k.8(3) | Exhibit 10.iii.k.2 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023(2) | |||||||||||||||||||
10.iii.k.9(3) | Exhibit 10.iii.k.3 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2023(2) | |||||||||||||||||||
10.iii.l.1(3) | Appendix B to Mosaic’s Proxy Statement dated April 12, 2023(2) | |||||||||||||||||||
10.iii.l.2(3) | Exhibit 10.iii.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2023(2) | |||||||||||||||||||
10.iii.l.3(3) | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023(2) | |||||||||||||||||||
10.iii.l.4(3) | Exhibit 10.iii.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2024(2) | |||||||||||||||||||
10.iii.l.5(3) | Exhibit 10.iii.ii to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2024(2) | |||||||||||||||||||
| 10.iv.a | Exhibit 10.1. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) | |||||||||||||||||||
| 10.iv.b | Exhibit 10.v.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | |||||||||||||||||||
| 10.iv.c | Exhibit 10.2. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) | |||||||||||||||||||
| 10.iv.d | Exhibit 10.v.ii to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | |||||||||||||||||||
| 19 | **** | |||||||||||||||||||
7
| 21 | **** | |||||||||||||||||||
| 23.1 | **** | |||||||||||||||||||
| 23.2 | Exhibit 23.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022(2) | |||||||||||||||||||
| 23.3 | Exhibit 23.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023(2) | |||||||||||||||||||
| 23.4 | Exhibit 23.4 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024(2) | |||||||||||||||||||
| 23.5 | X | |||||||||||||||||||
| 24 | **** | |||||||||||||||||||
| 31.1 | **** | |||||||||||||||||||
| 31.2 | **** | |||||||||||||||||||
| 31.3 | X | |||||||||||||||||||
| 31.4 | X | |||||||||||||||||||
| 32.1 | **** | |||||||||||||||||||
| 32.2 | **** | |||||||||||||||||||
| 95 | **** | |||||||||||||||||||
| 96.1 | Exhibit 96.1 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022(2) | |||||||||||||||||||
| 96.2 | **** | |||||||||||||||||||
| 96.3 | Exhibit 96.3 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2024(2) | |||||||||||||||||||
| 96.4 | Exhibit 96.4 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023(2) | |||||||||||||||||||
| 97.1 | Exhibit 97.1 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023(2) | |||||||||||||||||||
8
| 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 Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. | |||||||||||||||||||
| **** | Previously filed with the Fiscal 2025 10-K | |||||||||||||||||||
9
*********************************************
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE MOSAIC COMPANY | ||
| (Registrant) | ||
| /s/ Bruce M. Bodine | ||
| Bruce M. Bodine | ||
| Chief Executive Officer and President | ||
Date: March 17, 2026
S-1