Mosaic Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$MOS
Agricultural Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2025
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
| DE | 001-32327 | 20-1026454 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
101 East Kennedy Blvd. | 33602 | |||||||
| Suite 2500 | ||||||||
Tampa, | FL | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
| Securities registered pursuant to Section 12(b) of the Act | |||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| Common Stock, par value $0.01 per share | MOS | NYSE | |||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||||||||||
| ☐ | 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. ¨ | |||||||||||
| Item 1.01. | Entry into a Material Definitive Agreement. | ||||
On May 16, 2025 (the “Effective Date”), The Mosaic Company (“Mosaic”) entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party thereto, pursuant to which Mosaic’s existing Credit Agreement, dated as of August 19, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of May 10, 2023 and as further amended prior to the Effective Date, the “Existing Credit Agreement”) was amended and restated in its entirety. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The Amended and Restated Credit Agreement provides for, among other things, an unsecured revolving credit facility (the “Mosaic Credit Facility”) in an aggregate principal amount of up to $2,500,000,000 and extends the maturity of the Mosaic Credit Facility from August 19, 2026 to May 16, 2030.
Compared to the Existing Credit Agreement, the Amended and Restated Credit Agreement:
•Reduces the rates applicable to the unused commitment fees under the Mosaic Credit Facility; and
•Provides Mosaic with additional flexibility under other restrictive covenants.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Credit Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MOSAIC COMPANY | |||||||||||||||||||||||
| Date: May 21, 2025 | By: | /s/ Philip E. Bauer | |||||||||||||||||||||
| Name: | Philip E. Bauer | ||||||||||||||||||||||
| Title: | Senior Vice President, General Counsel | ||||||||||||||||||||||
| and Corporate Secretary | |||||||||||||||||||||||