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    SEC Form 11-K filed by Nutrien Ltd.

    6/23/25 5:22:27 PM ET
    $NTR
    Agricultural Chemicals
    Industrials
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    11-K 1 d44852d11k.htm 11-K 11-K
    Table of Contents
     
     

    Form 11-K

     

     

    ANNUAL REPORT PURSUANT

    TO SECTION 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

    (Mark One)

    ☒

    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2024

    OR

     

    ☐

    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    Commission file number 001-38336

     

     

     

    A.

    Full title of the plan and the address of the plan, if different from that of the issuer named below:

    Nutrien 401(k) Retirement Plan

    5296 Harvest Lake Drive

    Loveland, CO 80538

     

    B.

    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

    Nutrien Ltd.

    Suite 1700, 211 19th Street East

    Saskatoon, Saskatchewan, Canada

    S7K 5R6

     

     
     


    Table of Contents

    Nutrien 401(k) Retirement Plan

    FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

    December 31, 2024 and 2023

    (With Report of Independent Registered Public Accounting Firm Thereon)


    Table of Contents

    NUTRIEN 401(k) RETIREMENT PLAN

    December 31, 2024 and 2023

    TABLE OF CONTENTS

     

         Page  

    Report of Independent Registered Public Accounting Firm

         3  

    Statements of Net Assets Available for Benefits

         5  

    As of December 31, 2024 and 2023

      

    Statement of Changes in Net Assets Available for Benefits

         6  

    Year ended December 31, 2024

      

    Notes to the Financial Statements

         7  

    Supplemental Schedule:

      

    Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

         13  

    As of December 31, 2024

      

     

    2


    Table of Contents

    Report of Independent Registered Public Accounting Firm

    Nutrien North American Pension Committee,

    Plan Administrator and Management of the

    Nutrien 401(k) Retirement Plan

    Loveland, Colorado

    Opinion on the Financial Statements

    We have audited the accompanying statements of net assets available for benefits of Nutrien 401(k) Retirement Plan (the Plan) as of December 31, 2024 and 2023, and the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of Nutrien 401(k) Retirement Plan as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

    Basis for Opinion

    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

     

    3


    Table of Contents

    Supplemental Information

    The supplemental information in the accompanying schedule of Form 5500, Schedule H, Line 4i, Schedule of Assets (Held at End of Year) as of December 31, 2024 have been subjected to audit procedures performed in conjunction with the audit of Nutrien 401(k) Retirement Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

    /s/ Eide Bailly LLP

    We have served as Nutrien 401(k) Retirement Plan’s auditor since 2003 (such date incorporates the acquisition of certain assets of Gordon, Hughes & Banks, LLP by Eide Bailly LLP in 2008).

    Denver, Colorado

    June 23, 2025

     

    4


    Table of Contents

    NUTRIEN 401(k) RETIREMENT PLAN

    Statements of Net Assets Available for Benefits

    As of December 31

    (US dollars)

     

         Note      2024      2023  

    Assets

            

    Investments – Plan interest in Nutrien 401(k) Retirement Plan Master Trust, at fair value

         5, 6        1,934,605,219        1,636,007,961  
         

     

     

        

     

     

     

    Receivables:

            

    Employer contributions

         5        3,769,644        6,254,949  

    Employee contributions

         5        —         2,442,885  

    Other receivables

         5        —         5,672  

    Notes receivable from participants

         5        25,394,498        20,283,391  
         

     

     

        

     

     

     

    Total receivables

            29,164,142        28,986,897  
         

     

     

        

     

     

     

    Net assets available for plan benefits

            1,963,769,361        1,664,994,858  
         

     

     

        

     

     

     

    (See Notes to the Financial Statements)

     

    5


    Table of Contents

    NUTRIEN 401(k) RETIREMENT PLAN

    Statement of Changes in Net Assets Available for Benefits

    Year ended December 31

    (US dollars)

     

         Note      2024  

    Additions

         

    Investment income from Plan interest in Nutrien 401(k) Retirement Plan Master Trust

         5     

    Net realized and unrealized appreciation in fair value of investments

            181,242,978  

    Interest and dividends

            5,588,299  
         

     

     

     
            186,831,277  
         

     

     

     

    Contributions

         

    Employer

            89,865,727  

    Participant

            90,720,465  

    Rollover

            11,590,875  
         

     

     

     
            192,177,067  
         

     

     

     

    Total investment gain, net of additions

            379,008,344  
         

     

     

     

    Deductions

         

    Distributions paid to participants

            192,745,945  

    Administrative expenses, net

         2        1,701,667  
         

     

     

     

    Total deductions

            194,447,612  
         

     

     

     

    Increase in net assets before plan transfers

            184,560,732  

    Affiliated plan transfers and other, net

         1        114,213,771  
         

     

     

     

    Increase in net assets

            298,774,503  

    Net assets available for plan benefits beginning of year

            1,664,994,858  
         

     

     

     

    Net assets available for plan benefits end of year

            1,963,769,361  
         

     

     

     

    (See Notes to the Financial Statements)

     

    6


    Table of Contents

    NUTRIEN 401(k) RETIREMENT PLAN

    Notes to the Financial Statements

    December 31, 2024 and 2023

    (US dollars)

     

    1.

    PLAN DESCRIPTION

    The following description of the Nutrien 401(k) Retirement Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

    The Plan sponsor, Nutrien US LLC (formerly Agrium U.S. Inc.) (the “Company”) is a wholly owned subsidiary of Nutrien Ltd. (“Nutrien”). The Plan is a defined contribution plan established for the benefit of eligible employees of the Company; Nutrien Ag Solutions, Inc. (“NAS”); PCS Administration (USA), Inc. (“PCS”); PCS Phosphate Company, Inc.; PCS Sales (USA), Inc.; certain employees of White Springs Agricultural Chemicals, Inc.; and certain employees of PCS Nitrogen, Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

    The trustee and recordkeeper of the Plan is Fidelity Management Trust Company (“Fidelity” or “Trustee”). The Plan is administered by a committee of three or more persons (the “Plan Committee”) appointed by Nutrien’s Board of Directors. The Plan Committee determines the appropriateness of the Plan’s investment offerings and monitors investment performance.

    All of the Plan’s investment assets are held in a trust account at the Trustee and consist of an interest in an investment account of the Nutrien 401(k) Retirement Plan Master Trust (the “Master Trust”), a master trust established by an affiliate of the Company on behalf of the Company and administered by the Trustee.

    Plan transfers

    During 2024, the account balances for certain participants in the PCS 401(k) Retirement Plan and the Nutrien Collectively Bargained 401(k) Retirement Plan amounting to $106,520,271 were transferred into the Plan. In April 2024, as a result of the merger with Waypoint, $7,693,500 was also transferred into the Plan. These amounts are included in the Statement of Changes in Net Assets Available for Benefits on the affiliated plan transfers and other line.

    Participant eligibility and plan entry

    All full-time and part-time employees of the Company are immediately eligible to participate in the Plan and may do so as soon as practical upon date of hire or status change. All employees designated as seasonal or temporary require 12 months of employment for participation and may enter the Plan as soon as administratively feasible following completion of service eligibility.

    Contributions

    Participants may contribute up to 75 percent of eligible compensation each year, as defined in the Plan, subject to certain Internal Revenue Code of 1986, as amended (“IRC”), limitations. These contributions may be pre-tax contributions and/or ROTH after-tax contributions. Participants who are age 50 and over may also make “catch-up” contributions. The Plan has an automatic enrollment provision, under which new participants make a 3 percent pre-tax contribution, unless they formally waive participation or elect a different participation level. The Plan has an automatic increase provision, under which new participants are automatically enrolled to have an automatic increase of 1 percent per year up to a maximum of 10 percent, unless they formally waive participation.

    The Company matches 150 percent of the first 6 percent of eligible compensation that participants contribute for a maximum match of 9 percent of eligible compensation. Catch-up contributions are eligible for the Company match. Participants may also rollover amounts representing distributions from other qualified defined benefit or contribution plans (rollover contributions), which are not eligible for the Company match.

    After the end of each plan year, the Company may make an additional “true-up” matching contribution to the participant account if the aggregate matching contribution allocation for the plan year is less than the amount the participant would otherwise have received as matching contributions had the participant contributed at least 6 percent of eligible compensation for each pay period throughout the plan year. The amount of the true-up contribution will be the difference between the amount of matching contributions allocated to the participant account during the plan year and the amount that would have been allocated for the plan year had the participant contributed at least 6 percent of eligible compensation throughout the year.

     

    7


    Table of Contents

    Vesting

    Participants are immediately vested in their employee and employer contributions deposited after January 1, 2020 in their account balances.

    Prior to January 1, 2020 all discretionary additional NAS company contributions and earnings thereon vest to the participants based upon their years of service as follows:

     

    Years of Service

       Vesting Percentage

    Less than three

       50%

    Three or more

       100%

    Prior to January 1, 2020, NAS participants are 100 percent vested upon reaching age 65, death, or upon plan termination, regardless of the participant’s years of service. Terminated participants forfeit non-vested amounts. Forfeitures are accumulated during the Plan year and may be used to reduce NAS company contributions or pay Plan administrative expenses. During 2024, there was $32,870 forfeitures applied to NAS company contributions. The balance of forfeited non-vested accounts was $137,025 at December 31, 2024 (2023 – $142,715). Refer to the Plan document for vesting provisions related to acquired plan account balances.

    Participant accounts

    Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company matching contributions, (b) Plan earnings and losses, and (c) administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit a participant is entitled to is the benefit that can be provided from the participant’s vested account.

    Distributions

    Distributions from the Plan may be made to a participant upon death, total disability, retirement, financial hardship, or termination of employment. In-service withdrawals are also permitted after a participant attains age 591⁄2. Company contributions, if any, are subject to certain forfeiture provisions.

    Upon termination of employment, a participant whose vested account balance is greater than $7,000 may elect to receive a distribution of his or her account balance, leave the vested account balance in the Plan until a date not to exceed April 1 of the year following the year in which the participant reaches age 72 (age 70 1⁄2 if the participant was born before July 1, 1949) or request a direct rollover. A participant with a vested account balance between $1,000 and $7,000 (including the value of the Participant’s Rollover Account) which has not elected to have such distribution paid directly to an eligible retirement plan specified by the participant in a direct rollover or to receive the distribution directly in accordance with Article 11, will automatically have the distribution directly rollover to the individual retirement account designated by the Committee. If the participant’s vested account balance is $1,000 or less (including the value of the Participant’s Rollover Account), the Committee may direct that the amount be automatically distributed.

    For all participant-driven distributions, any portion of a participant’s account that is invested in Nutrien common stock may be distributed in cash or in common shares of Nutrien, at the election of the participant.

    Participants may make withdrawals, not to exceed their pre-tax contributions, to satisfy one of the immediate and heavy financial needs as described in the Plan document.

    The designated beneficiary is entitled to a death benefit distribution equal to the participant’s vested account balance.

    Notes receivable from participants

    Participants may borrow from their fund accounts up to a maximum amount equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan terms range from one to five years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account. Loans bear interest based on the prevailing terms when the loan was made. Interest rate is established at the inception of the loan and is set at one percentage point higher than the prime lending rate as posted in Reuters as of the first business day of the calendar month in which the loan is made. The interest rate is fixed and does not change for the duration of the loan. Principal and interest are paid ratably through payroll deductions. A participant may generally have no more than one outstanding loan at any one time. As of December 31, 2024, participant loans have maturities through 2044 at interest rates ranging from 4.25 percent to 10.5 percent.

     

    8


    Table of Contents

    Investment options

    Participants direct the investment of their account balances and contributions into various investment options offered by the Plan. The Plan currently offers Nutrien common stock, a selection of mutual and common collective trust funds, short-term funds and one pooled investment stable value fund. Dividends distributed by a participant’s investment in Nutrien common stock are reinvested in Nutrien common stock. The Nutrien common stock purchase account is a money market fund that is used in the recordkeeping of the purchases and sales of fractional shares of Nutrien common stock and is not available as a participant-directed investment option.

    Participants who are enrolled in the Plan under the automatic enrollment provision and who have not otherwise made an investment election, will have their contributions and the Company contributions invested in the Plan’s “default fund,” which has been designated as State Street Target Retirement date funds based on the retirement date closest to the year that the participant might retire, based on the participant’s current age and assuming a normal retirement age of 65.

     

    2.

    SIGNIFICANT ACCOUNTING POLICIES

    Basis of accounting

    The accompanying financial statements have been prepared using the accrual basis of accounting.

    Use of estimates

    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates.

    Distributions

    Distributions are recorded when paid. There were no amounts allocated to accounts of participants who had elected to withdraw from the Plan but had not yet been paid at December 31, 2024 and 2023.

    Contributions

    Contributions from the Plan participants and the matching contributions from the employer are recorded in the year in which the employee contributions are withheld from compensation.

    Valuation of investments and income (loss) recognition

    As of December 31, 2024 and 2023, the Plan’s investments, including the investment in the Master Trust, are reported at fair value. The fair value of the Master Trust has been determined based on the fair value of the underlying investments of the Master Trust. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.

    A three-level hierarchy is used to disclose assets and liabilities measured at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement.

    The three levels are defined as follows:

     

      •  

    Level 1 – Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

     

      •  

    Level 2 – Observable inputs based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from or corroborated by observable market data by correlation or other means.

     

      •  

    Level 3 – Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

    The following describes the valuation methods and assumptions used by the Plan to estimate the fair values of the investments held by the Plan. There have been no changes in the methodologies used at December 31, 2024 and 2023.

     

    9


    Table of Contents

    Common Stock:

    Nutrien common stock is valued at the closing price reported on the active market on which the individual securities are traded.

    Common Collective Trust:

    As a practical expedient, the fair value of the trust is based on the net asset value (“NAV”) of units held by the Plan on the last business day of the year, as determined by the issuer of the trust based on the fair value of the underlying investments. This trust shares the common goal of growth and preservation of principal. It indirectly invests in a mix of US and international common stocks, and fixed income securities through holdings in various mutual funds. There are currently no redemption restrictions or unfunded commitments on these investments. Redemption is permitted daily with no restrictions or notice periods and there are no unfunded commitments.

    Stable Value Fund — The Goldman Sachs Collective Trust (the “Collective Trust”) is based on fair value. As a practical expedient, the fair value of participation units in the stable value fund is based upon the NAV. Redemption is permitted daily with no restrictions or notice periods and there are no unfunded commitments.

    Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net realized and unrealized appreciation (depreciation) in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

    Management fees and operating expenses charged to the Plan for investments in the common collective trusts, mutual funds and pooled investment stable value fund are deducted from income earned on a daily basis and are not separately charged to an expense. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

    Notes receivable from participants

    Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred.

    Administrative expenses

    The Plan’s expenses are paid by either the Plan or the Company, as provided by the Plan document. Expenses that are paid directly by the Company are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are recorded as deductions in the accompanying statement of changes in net asset available for benefits. In addition, certain investment related expenses are included in net appreciation (depreciation) of fair value of investments presented in the accompanying statement of changes in net assets available for benefits.

     

    3.

    TAX STATUS

    The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated June 30, 2015, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The Plan has since been amended. However, the Company, Plan management and the Plan’s tax counsel believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and, therefore, believe the Plan is qualified and the related trust continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

    The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2024 and 2023, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, there are currently no audits for any tax periods in progress.

     

    4.

    PLAN TERMINATION

    Although the Company has not expressed any intent to terminate the Plan, it retains the right under the Plan to terminate it subject to the provisions of ERISA. The Plan provides that, upon termination, the net assets should be allocated among the Plan’s participants and beneficiaries in accordance with the provisions of the Plan. Participants would become 100 percent vested in the employer contribution portion of their accounts.

     

    10


    Table of Contents
    5.

    PLAN INTEREST IN MASTER TRUST

    All of the Plan’s investments are held in the Master Trust, which was established for the investment of assets of the Plan and two other retirement plans sponsored by the Plan Sponsor and its affiliates. Each participating retirement plan has an interest in the Master Trust. Use of the Master Trust permits the commingling of Plan assets with the assets of the participating plans for investment and administrative purposes. Although assets of the plans are commingled in the Master Trust, the Trustee maintain supporting records for the purpose of allocating the net gain or loss of the investment account to the participating plans.

    The net assets and investments of the Master Trust and the Plan’s share at December 31, 2024 and 2023, are summarized as follows:

     

         2024      2023  
         Master Trust      Plan’s Share      Master Trust      Plan’s Share  

    Investments, at fair value

         2,171,505,908        1,934,605,219        1,960,480,557        1,636,007,961  

    Receivables:

               

    Employer contributions

         4,067,461        3,769,644        6,954,360        6,254,949  

    Employee contributions

         —         —         2,949,632        2,442,885  

    Other receivables

         —         —         5,672        5,672  

    Notes receivable from participants

         29,261,429        25,394,498        25,720,596        20,283,391  
      

     

     

        

     

     

        

     

     

        

     

     

     

    Total

         2,204,834,798        1,963,769,361        1,996,110,817        1,664,994,858  
      

     

     

        

     

     

        

     

     

        

     

     

     

    The net investment income of the Master Trust for the years ended December 31, 2024 and 2023, are summarized as follows:

     

         2024      2023  

    Net realized and unrealized appreciation in fair value of investments

         210,964,618        236,912,071  

    Interest and dividends

         7,480,197        6,891,378  
      

     

     

        

     

     

     

    Net investment income of Master Trust

         218,444,815        243,803,449  
      

     

     

        

     

     

     

     

                     

    Plan’s interest in Master Trust investment income

         186,831,277        209,088,503  
      

     

     

        

     

     

     

     

    6.

    INVESTMENTS

    Fair value Master Trust Investment and Plan’s share by hierarchy level

     

         Master Trust Investment Assets at Fair Value as of December 31, 2024  
         Level 1      Level 2      Level 3      Total      Plan’s Share  

    Nutrien common stock

         64,436,901        —         —         64,436,901        50,259,390  

    Short-term funds

         1,334,548        —         —         1,334,548        973,107  
      

     

     

        

     

     

        

     

     

        

     

     

        

     

     

     

    Investment assets at fair value

         65,771,449        —         —         65,771,449        51,232,497  
      

     

     

        

     

     

        

     

     

        

     

     

        

     

     

     

    Investments measured at NAV–Common Collective Trust 1

                  2,034,852,861        1,825,469,529  

    Investments measured at NAV–Stable Value Fund 1

                  70,881,598        57,903,193  
               

     

     

        

     

     

     

    Total

                  2,171,505,908        1,934,605,219  
               

     

     

        

     

     

     

     

         Master Trust Investment Assets at Fair Value as of December 31, 2023  
         Level 1      Level 2      Level 3      Total      Plan’s Share  

    Nutrien common stock

         83,350,365        —         —         83,350,365        54,912,093  

    Short-term funds

         674,555        —         —         674,555        545,783  
      

     

     

        

     

     

        

     

     

        

     

     

        

     

     

     

    Investment assets at fair value

         84,024,920        —         —         84,024,920        55,457,876  
      

     

     

        

     

     

        

     

     

        

     

     

        

     

     

     

    Investments measured at NAV–Common Collective Trust 1

                  1,790,287,665        1,512,556,213  

    Investments measured at NAV–Stable Value Fund 1

                  86,167,972        67,993,872  
               

     

     

        

     

     

     

    Total

                  1,960,480,557        1,636,007,961  
               

     

     

        

     

     

     

     

    1

    In accordance with GAAP, investments measured at NAV as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented are intended to permit reconciliation to the amount presented in the statements of net assets available for benefits. Investment measured at NAV–Common Collective Trust balance includes immaterial investments in registered investment companies.

     

    11


    Table of Contents

    Change in fair values levels

    The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the end of the reporting period.

    Plan management evaluated the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for plan benefits. For the years ended December 31, 2024 and 2023, there were no significant transfers in or out of levels 1, 2, or 3.

    The classification of investment earnings reported in the statement of changes in net assets available for benefits may differ from the classification of earnings on Form 5500 due to different reporting requirements on Form 5500.

     

    7.

    RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS

    Certain Plan investments are units of common trust funds managed by the Trustee, as well as common shares of Nutrien. Related transactions qualify as exempt party-in-interest transactions. These investments are disclosed in the supplemental schedule of assets held. Fees paid by the Plan for investment management services to the Trustee were included as a reduction of the return earned on each fund. Included in the statement of changes in net assets available for benefits are fees paid by the Plan for loan, recordkeeping and administrative expenses.

    At December 31, 2024, the Plan held 1,123,115 shares of Nutrien common stock (2023 – 974,829) with a fair value of $50,259,390 (2023 – $54,912,093). During the year ended December 31, 2024, the Plan recorded dividend income of $2,103,397.

     

    8.

    RISKS AND UNCERTAINTIES

    The Plan utilizes various investment instruments, including mutual funds, a pooled investment stable value fund, a common collective trust, short term funds and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. As of December 31, 2024, there was a significant concentration of participant-directed investments in three target retirement collective investment trust funds (33 percent) and one index collective investment (12 percent).

     

    9.

    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

    The following is a reconciliation of the financial statements as of December 31, 2024 and 2023 to the Form 5500:

     

         2024     2023  

    Statements of net assets available for benefits:

        

    Net assets available for benefits per the financial statements

         1,963,769,361       1,664,994,858  

    Adjustment to the Form 5500

         (3,343,121 )      (3,943,964 ) 
      

     

     

       

     

     

     

    Net assets per the Form 5500

         1,960,426,240       1,661,050,894  
      

     

     

       

     

     

     

    Statement of changes in net assets available for benefits:

        

    Increase in net assets per the financial statements

         298,774,503    

    Net change in adjustment to the Form 5500

         600,843    
      

     

     

       

    Net income and transfers per the Form 5500

         299,375,346    
      

     

     

       

     

    10.

    SUBSEQUENT EVENTS

    The Plan’s management has evaluated subsequent events through June 23, 2025 the date the financial statements were available to be issued, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to December 31, 2024. No items requiring disclosure or recognition were noted, except that effective January 1, 2025, a Participant who is age 60 to age 63 as of the last day of a given Plan Year may make Catch-Up Contributions up to the revised limit applicable.

     

    12


    Table of Contents

    NUTRIEN 401(k) RETIREMENT PLAN

    Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

    As of December 31, 2024

    Employer Identification Number: 91-1589568

    Plan Number: 007

    (US dollars)

     

    (a)

      

    (b) Identity of Issuer

      

    (c) Description of Investments

       (d)
    Cost**
         (e) Current
    Value
     
       Shares of registered investment companies:         
      

    State Street Global Advisors

       State Street Target Retirement Income Non-Lending Series Fund Class P         36,033,640  
      

    State Street Global Advisors

       State Street Target Retirement 2020 Non-Lending Series Fund Class P         69,628,777  
      

    State Street Global Advisors

       State Street Target Retirement 2025 Non-Lending Series Fund Class P         163,050,906  
      

    State Street Global Advisors

       State Street Target Retirement 2030 Non-Lending Series Fund Class P         210,878,370  
      

    State Street Global Advisors

       State Street Target Retirement 2035 Non-Lending Series Fund Class P         236,755,847  
      

    State Street Global Advisors

       State Street Target Retirement 2040 Non-Lending Series Fund Class P         188,147,566  
      

    State Street Global Advisors

       State Street Target Retirement 2045 Non-Lending Series Fund Class P         152,876,913  
      

    State Street Global Advisors

       State Street Target Retirement 2050 Non-Lending Series Fund Class P         115,387,871  
      

    State Street Global Advisors

       State Street Target Retirement 2055 Non-Lending Series Fund Class P         95,802,379  
      

    State Street Global Advisors

       State Street Target Retirement 2060 Non-Lending Series Fund Class P         57,690,223  
      

    State Street Global Advisors

       State Street Target Retirement 2065 Non-Lending Series Fund Class P         24,092,899  
      

    State Street Global Advisors

       State Street Global Equity Index Non-Lending Series Fund Class C         22,689,797  
      

    State Street Global Advisors

       State Street Global Equity ex USA Index Non-Lending Series Fund Class C         21,942,853  
      

    State Street Global Advisors

       State Street Russel Small/Mid Cap Index Non-Lending Series Fund Class K         57,234,058  
      

    State Street Global Advisors

       State Street S&P 500 Index Non-Lending Series Fund Class K         233,987,539  
      

    State Street Global Advisors

       State Street U.S. Bond Index Non-Lending Series Fund Class M         19,110,491  
      

    Global Trust Company

       AQR U.S. Enhanced Equity Collective Investment Fund Class W         63,179,952  
      

    Global Trust Company

       Mawer International Equity Collective Investment Fund Class W         20,774,455  
      

    Goldman Sachs

       Goldman Sachs Stable Value Collective Trust Institutional Series Class 1         57,903,193  
      

    PGIM Inc.

       Prudential Core Plus Bond Fund Class 6         27,005,573  
      

    DFA Investment Dimensions Group Inc.

       DFA US Targeted Value Fund         9,199,420  
    *   

    Fidelity Management Trust Company

       Fidelity Government Money Market Fund         969,525  
    *    Nutrien Ltd. common stock    Common stock, 1,123,115 shares         50,259,390  
    *    Nutrien Stock Purchase Account    Money market      3,582        3,582  
               

     

     

     
      

    Investments subtotal

               1,934,605,219  
    *   

    Various participants

       Notes receivable from participants, bearing interest at rates ranging from 4.3 percent to 10.5 percent, secured by the related participant’s vested account balance, maturing through 2044.         25,394,498  
               

     

     

     
      

    Total assets held at end of year

               1,959,999,717  
               

     

     

     

     

    *

    Identified party-in-interest.

    **

    Cost information is not required for participant-directed investments and, therefore, is not included.

     

    13


    Table of Contents

    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, Nutrien US LLC has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

     

          Nutrien 401(k) Retirement Plan
          (Name of Plan)
    Date: June 23, 2025      

    /s/ Roxane Schwaner

          Name: Roxane Schwaner
          Title: Senior Director, Global Benefits and Retirement


    Table of Contents

    EXHIBIT INDEX

     

    Exhibit Number   

    Description of Exhibit

    23.1    Consent of Eide Bailly LLP
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