Mosaic Company filed SEC Form 8-K: Other Events, Creation of a Direct Financial Obligation
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 8.01 below is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. |
On November 13, 2025, The Mosaic Company (the “Company”) closed its sale of $500,000,000 aggregate principal amount of the Company’s 4.350% senior notes due 2029 (the “2029 Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.600% senior notes due 2030 (the “2030 Notes” and, together with the 2029 Notes, the “Offered Securities”) pursuant to an Underwriting Agreement dated November 10, 2025, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BMO Capital Markets Corp. and Goldman Sachs & Co. LLC as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). The Offered Securities were issued pursuant to an Indenture dated as of October 24, 2011 between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Indenture”).
The Company expects to receive net proceeds from this offering of approximately $893.5 million, after deducting the underwriting discounts and its estimated offering expenses. The Company intends to use the proceeds from this offering for general corporate purposes, which may include repayment of indebtedness. Pending such uses, the Company may invest the net proceeds in short-term investments, including cash, cash equivalents and/or marketable securities.
The Offered Securities sold pursuant to the Underwriting Agreement were registered under the Company’s Registration Statement on Form S-3 filed on November 7, 2025 (File No. 333-291349).
The foregoing descriptions of the Underwriting Agreement, the 2029 Notes and the 2030 Notes are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2, respectively, attached to this Current Report on Form 8-K and incorporated herein by reference. The Indenture is set forth as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 24, 2011, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of November 10, 2025, among The Mosaic Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BMO Capital Markets Corp. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule A thereto | |
| 4.1 | Form of 4.350% senior notes due 2029 | |
| 4.2 | Form of 4.600% senior notes due 2030 | |
| 5.1 | Opinion of Philip E. Bauer, Esq. | |
| 23.1 | Consent of Philip E. Bauer, Esq. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
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: November 13, 2025 | By: | /s/ Philip E. Bauer | ||||
| Name: | Philip E. Bauer | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||