MOS 10-K & 10-Q changes, risk factors and insider trading

International market conditions and the effects of recent countervailing duty orders, which are also outside of our control, may also significantly influence our operating results. The international market for crop nutrients is influenced by such factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, including subsidy policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of certain countries and other regulatory policies of foreign governments, as well as the laws and policies of the U.S. affecting foreign trade and investment, including use of tariffs.

In 2021, the U.S. Department of Commerce (“DOC”) issued countervailing duty (“CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic. The orders were based on DOC’s determination that the imports arewere unfairly subsidized, and the U.S. International Trade Commission’s (“ITC”) determination that the imports materially injureinjured the U.S. phosphate fertilizer industry. The purpose of the CVD orders was to remedy the injury and thereby restore fair competition. CVD orders normally stay in place for at least five years, with possible extensions.

Moroccan and Russian producers have initiated federal court actions seeking to overturn the orders. Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian subsidies. These litigation challenges remain underway as further described in this Item 3 of this Form 10-K.

In February 2025, the U.S. imposed a 25% tariff on most imports from Canada, including potash crop nutrients. AlthoughThis tariff went into effect on March 4, 2025, but beginning March 7, 2025, the implementationU.S. exempted from this tariff goods that qualify as wholly originating in Canada under the United States‑Mexico‑Canada Agreement, including potash from Mosaic’s Canadian operations. The U.S. continues to assess the imposition of these tariffs hason beenCanadian temporarilypotash. paused for 30 days, thereThere is a risk that theysuch tariffs may be reinstatedimposed and sustained for an extended period. If these tariffs are reintroduced, they could significantly increase the cost of importing potash from Canada. Higher potash prices may lead to reduced usage by U.S. farmers and negatively impact demand. Additionally, retaliatory tariffs imposed by Canada on U.S. exports,exports could further exacerbate these challenges. The prolonged imposition of these tariffs could have a material adverse effect on our business, financial condition,condition and results of operations.

Economic and market conditions, including inflation, supply chain challenges, high interest rates and foreign exchange volatility, have and may continue to have an impact on our business. Our production costs have increased due to higher prices for raw materials, including purchased nitrogen, sulfur and ammonia, as well as supply chain challenges, including increased costs and delays caused by transportation and labor shortages. These adverse economic events have adversely affected, and may continue to adversely affectaffect, our operating results.

If seasonal demand exceeds our projections, we will not have enough product, which would negatively impactlimit our profitability. If seasonal demand is less than we expect, we will have excess inventory and higher working capital and liquidity requirements. The degree of seasonality of our business can change significantly from year to year due to conditions in the agricultural industry and other factors.

We conduct our operations through a limited number of key production, distribution and terminaling facilities. These facilities include our phosphate mines and concentrates plants; our potash mines; and the ports and other distribution facilities through which we, Canpotex and the other joint ventures in which we participate, conduct our respective businesses, as well as other commercial arrangements with unrelated third parties. Any disruption of operations at any of these facilities may significantly negatively affect our production or our ability to distribute our products.

Examples of the types of events that could result, and have, in the past, resulted, in a disruption at these facilities include: adverse weather; strikes or other work stoppages; civil unrest; deliberate, malicious acts, including acts of terrorism and armed conflict; political or economic instability; cyberattacks; changes in permitting, financial assurance or certain environmental, health and safety laws or other changes in the regulatory environment in which we operate; legal and regulatory proceedings; our relationships with the other member of Canpotex and the other joint ventures in which we participate and their or our exit from participation in such joint ventures; other changes in our commercial arrangements with unrelated third parties; brine inflows at our Esterhazy, Saskatchewan mine or our other shaft mines; mechanical failure and accidents or other failures occurring in the course of operating activities, including at our gypstacks, clay settling areas and tailing dams and mine shafts; accidents occurring in the course of operating activities; lack of truck, rail, barge or ship transportation; and other factors.

Reduced oil refinery operating rates in the U.S. and Canada could,could result, and have, in the past, resulted in decreased availability of molten sulfur, which could increase costs of sulfur procurement or decrease availability of sulfur needed in our phosphate fertilizer production operations. If it becomes necessary to procure sulfur at higher costs, and if we are unable to pass those costs on in our product prices, or if we are unable to procure sulfur at volumes necessary for our operations, such events could have a material adverse effect on our phosphate business, and/or our financial condition or operating results.

Fertilizer is a key input for production of our blended finished goods products. Natural gas, ammonia and sulfur are key raw materials used in the manufacture of phosphate crop nutrient products. Natural gas is used as both a chemical feedstock and a fuel to produce anhydrous ammonia, which is a raw material used in the production of concentrated phosphate products. Natural gas is also a significant energy source used in the potash solution mining process. From time to time, our profitability has been and may in the future be adversely impacted by the price and availability of these key inputs and other energy costs. For example, the ongoing conflict between Russia and Ukraine and the related sanctions have led, and may continue to lead, to disruption and instability in global markets, supply chains and volatile pricing and availability of these key inputs and raw materials. Because most of our products are commodities, there can be no assurance that we will be able to pass through increased costs to our customers. A significant increase in the price of fertilizer, natural gas, ammonia, sulfur or energy costs that is not recovered through an increase in the price of our related crop nutrients products could have a material adverse impact on our business.

Adverse weather conditions have in the past and may in the future adversely affect our operations, particularly our PhosphatesPhosphate operations. In the past, hurricanes have resulted in physical damage to and outages at our facilities in Florida and Louisiana.

If adverse weather conditions occuroccur, as they have in comingthe years,past, our facilities may be required to take additional measures to manage process water to comply with existing or future requirements and these measures could potentially have a material effect on our business and financial condition.

We hold minority ownership interests in other companies that are not controlled by us. The operations and results of Ma'adenMa’aden and some other companies are significant to us, and their operations can affect earnings. Because we do not control these companies either at the board or stockholder levels and because local laws in foreign jurisdictions and contractual obligations may place restrictions on monetary distributions by these companies, we cannot ensure that these companies will operate efficiently, pay dividends or generally follow the desires of our management by virtue of our board or stockholder representation. As a result, these companies may contribute less than anticipated to our earnings and cash flow, negatively impacting our results of operations and liquidity. In addition, our investment in Ma’aden is subject to stock‑market volatility, and declines in the market value of its publicly traded shares could reduce the value of our investment and negatively impact our results of operations and liquidity.

Our financial performance is dependent on a reliable and productive work force. A significant portion of our work force,workforce, and that of the joint ventures in which we participate, is covered by collective bargaining agreements with unions. Unsuccessful contract negotiations or adverse labor relations could result in strikes or slowdowns. Any disruption may decrease our production and sales or impose additional costs to resolve disputes. The risk of adverse labor relations may increase as our profitability increases because labor unions’ expectations and demands generally rise at those times.

See “Key Factors that can Affect Results of Operations and Financial Condition” and “Potash Net Sales and Gross Margin” sections of our Management’s Analysis in this Form 10-K and the Esterhazy closure costs in Note 26 of this Form 10-K, which sections are incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows.10-K.

TheMining excavation of minesactivities in some parts of the world can result in potential seismic events or can increase the likelihood or potential severity of a seismic event. Our Esterhazy mine and Louisiana facilities have experienced minor seismic events from time to time. A significant seismic event at one our facilities or mines could result in serious injuries or death, or damage to or flooding of operations, or damage to adjoining properties or facilities of unrelated third parties. Geologic features may affect the integrity of our impoundments, particularly in central Florida. Our efforts to deploy new technologies to identify and repair features to mitigate impacts and risk may not be successful, adversely impacting our operations or could cause us to incur significant costs.

We produce ammonia at our Faustina, Louisiana phosphate concentrates plant, use ammonia in significant quantities at all of our Florida and Louisiana phosphates concentrates plants and store ammonia at some of our distribution facilities. In Florida, ammonia is received at coastal terminals inaround Tampa and transported by pipelines and trucks to our facilities. We also use ammonia in our Brazil phosphate operations. Our ammonia is generally stored and transported at high pressures or cryogenically. Accidents at any of our ammonia facilities could result in serious injury or death and could adversely impact our operations.

Our operations are dependentdepend on having the required permits and approvals from governmental authorities. Denial or delay by a government agency in issuing any of our permits and approvals or imposition of restrictive conditions onin us with respect to thesethose permits and approvals may impair our business and operations.

Our operations, including our mines, are dependent on having the required permits and approvals from governmental authorities. Denial or delay by a government agency in issuing, modifying or renewing any of our permits and approvals or imposition of restrictive or cost prohibitive conditions on us with respect to these permits and approvals may impair our business and operations and could have a material adverse effect on our business, financial condition or results of operations. For example, in Florida, local community involvement has become an increasingly important factor in the permitting process for mining companies, and various counties and other parties in Florida have in the past filed and continue to file lawsuits challenging the issuance or renewal of some of the permits we require. A recent federal court decision invalidated Florida’s assumption of the Clean Water Act Section 404 “dredge and fill” permitting program and returned that permitting authority to the federal agencies. While that decision is under appeal, the change in permitting authority may complicate and delay the receipt of 404 permit approvals.

Some state governments increasingly are adopting standards or policies requiring environmental justice reviews in some permitting actions. In general, they require governmental agencies to evaluate projects for disproportionate impacts to disadvantaged or already burdened communities. If such conditions are found, they might result in a permit denial, or restrictive or cost prohibitive conditions imposed on our operations and may impair our business and operations and could have a material adverse effect on our business, financial condition or results of operations.

Governmental greenhouse gas emission initiatives include, among others, the December 2015 agreement (the “Paris Agreement”) which was the outcome of the 21st session of the Conference of the Parties under the United Nations Framework Convention on Climate Change (“UNFCCC”). The Paris Agreement, which was signed by nearly 200 nations, including the U.S. and Canada, entered into force in late 2016 and sets out a goal of limiting the average rise in temperatures for this century to below 2 degrees Celsius. Each signatory is expected to develop its own plan (referred to as a Nationally Determined Contribution, or “NDC”) for reaching that goal. The U.S. formally withdrew from the Paris Agreement in January 2025.

In March 2024, the SEC issued final rules on climate-related disclosures that,that if adopted, willwould require disclosure of extensive detailed climate-related information.information Theby futuredomestic and foreign registrants. Following legal challenges consolidated in the U.S. Court of theAppeals SEC climate-related disclosure rule is uncertain as it was immediately challenged in litigation and implementation has been stayed pendingfor the legalEighth challenges. Most recently,Circuit, the SEC issued a statementvoluntary haltingstay of the climate rules. In March 2025, the SEC announced that it would end its defense of the climate-related disclosuresdisclosures. untilIn September 2025, the CommissionEight decidesCircuit whethercontinued to continuehold defendingthe it.litigation in abeyance, pending definitive action by the SEC on the climate rules. The Company is monitoring the SEC’s climate-related disclosure rulesstandards and recently enacted standards in the European Union and California on climate change disclosure and is taking necessary steps to plan for the anticipated or adopted disclosure requirements. It is possible that such legislation and other future legislation or regulation addressing climate change, including the Paris Agreement or any new international agreements, could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact our competitive advantage. In addition, to the extent climate change restrictions imposed in countries where our competitors operate such as India, China, Russia, Belarus or Morocco,Morocco are less stringent than in the U.S., Canada or Brazil, our competitors could gain cost or other competitive advantages over us.

Mining and processing of potash and phosphate generate residual materials that must be managed both during the operation of the facility and upon facility closure. Potash tailings, consisting primarily of salt and clay, are stored in surface disposal sites. Phosphate residuals from mining or processing are deposited in tailings dams or clay settling areas and phosphogypsum stacks. Mosaic manages its structures in accordance with all legal requirements and is implementing actions to be aligned with the major principles from the Global Industry Standard on Tailings Management – GISTM (established in 2020 by the ICMM – International Council of Metals and Mining, the UN environment program and the PRI – Principles of responsibleResponsible investmentInvestment). The failure of or a breach at any of our impoundments at any of our operations could cause severe property and environmental damage and loss of life, could result in the shut down or idling of our facilities and could have a material adverse effect on our results of operations.

Most of our commodity products are readily available from a number of competitors, and price and other competition in the crop nutrient industry is intense. In addition, crop nutrient production facilities and distribution activities frequently benefit from economies of scale. As a result, particularly during pronounced cyclical troughs, the crop nutrient industry has a long history of consolidation. Mosaic itself is the result of a number of industry consolidations. We expect consolidation among crop nutrient producers to continue. Our competitive position could suffer to the extent we are not able to expand our own resources either through consolidations, acquisitions, joint ventures or partnerships. In the future, we may not be able to find suitable companies to combine with, assets to purchase or joint venture or partnership opportunities to pursue. Even if we are able to locate desirable opportunities, we may not be able to enter into transactions on economically acceptable terms. If we do not successfully participate in continuing industry consolidation, our ability to compete successfully could be adversely affected and result in the loss of customers or an uncompetitive cost structure, which could adversely affect our sales and profitability.

We carry our inventories at thenet lowerrealizable of cost or market.value. In periods when the market prices for our products are falling rapidly, including in response to falling market prices for raw materials, we have in the past, and it is possible that in the future we could be required to write-down the value of our inventories if market prices fall below our costs. Any such write-down could adversely affect our results of operations and the value of our assets. Any such effect could be material.

We extend trade credit to our customers throughout the world, in some cases for extended periods of time. In Brazil, where there are fewer third-party financing sources available to farmers, we also have several programs under which we guarantee customers’ financing from financial institutions that they use to purchase our products. As our exposure to longer trade credit extends throughout the world and use of guarantees in Brazil increases, we are increasingly exposed to the risk that some of our customers will not pay us or the amounts we have guaranteed. Additionally, we become increasingly exposed to risk due to weather and crop growing conditions, fluctuations in crop nutrient prices, commodity prices or foreign currencies, and other factors that influence the price, supply and demand for agricultural commodities. Significant defaults by our customerscustomers, couldhave in the past, and may in the future adversely affect our financial condition and results of operations.

•Our PhosphatesPhosphate business segment owns and operates mines and production facilities in Florida, which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana, which produce concentrated phosphate crop nutrients for sale domestically and internationally. We have a 75% economic interest in the Miski Mayo Phosphate Mine (“Miski Mayo Mine”) in Peru. These results are consolidated in the PhosphatesPhosphate segment. Through December 24, 2024, the PhosphatesPhosphate segment included our 25% interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. On December 24, 2024, we exchanged our ownership of MWSPC for shares of Saudi Arabian Mining Company (“Ma’aden”). Our equity in the net earnings or losses relating to MWSPC were recognized on a one-quarter lag in our Consolidated Statements of Earnings.

•Our Mosaic Fertilizantes business segment includes five phosphate rock mines,mines and four phosphate chemical plants and a potash mine in Brazil. The segment also includes our distribution business in South America, which consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay. We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water port and throughput warehouse terminal facility in Brazil. This segment also includes the results of Mosaic Biosciences sales in Brazil.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives,derivatives theand investment in equity securities of Ma'aden, debt expenses, corporate functional costs and the results of the China and India distribution businesses and Mosaic Biosciences sales in China, India and North America are included within Corporate, Eliminations and Other. See Note 25 of the Consolidated Financial Statements in this Form 10-K for segment results.

Our primary products, phosphate and potash crop nutrients, are, to a large extent, global commodities that are also available from a number of domestic and international competitors, and are sold by negotiated contracts or by reference to published market prices. The markets for our products are highly competitive, and the most important competitive factor for our products is delivered price. Business and economic conditions and governmental policies affecting the agricultural industry and customer sentiment are the most significant factors affecting worldwide demand for crop nutrients with the impact of demand for biofuels and batteries also playing an increasing role. The profitability of our businesses is heavily influenced by worldwide supply and demand for our products, which affects our sales prices and volumes. Our costs per tonne to produce our products are also heavily influenced by fixed costs associated with owning and operating our major facilities, significant raw material costs in our PhosphatesPhosphate and Mosaic Fertilizantes businesses, water treatment costs in our PhosphatesPhosphate business and fluctuations in currency exchange rates.

Net earnings attributable to Mosaic for the year ended December 31, 20242025 were $540.7 million, or $1.70 per diluted share, compared to $174.9 million, or $0.55 per diluted share, compared to $1.2 billion, or $3.50 per diluted share for 2023,2024. Gross margin for the current year increased $390.0 million from the prior year driven by lowerhigher finished good sales pricing in our Potash and Mosaic Fertilizantes segments and lower sales volumes across our segments, as discussed further below. Net income for the year ended December 31, 20242025 was unfavorablyfavorably impacted by a foreign currency transaction lossgain of $686$271.7 million, compared to a foreign currency transaction gainloss of $194$685.8 million in the prior year period.period Currentand yearan netunrealized income benefited from amark-to-market gain of $522approximately $317.0 million on the sale of our equity investment in MWSPC,Ma’aden asshares, discussedincluded furtherin below.other income (expense). These benefits were partially offset by a loss on assets sold and to be sold of $157.3 million and an impairment of goodwill of $99.9 million.

In our PhosphatesPhosphate segment, operating results for 2024 were unfavorable compared to the prior year due to lower finished goods sales volumes partially offset by higher average selling prices. Sales volumes in the current year were unfavorably impacted by planned maintenance and turnaround activity at our sites as well as impacts from hurricanes in Florida in the second half of the year. Phosphate operating results were also unfavorably impacted by increased product costs due to our sales volumes including a larger proportion of purchased tonnes than in the prior year. We increased our purchases in 2024 to offset lost production in the first quarter from a fire at our Riverview, Florida facility. Average selling prices for the current year2024 were favorable versus the prior year as prices have continued trending upwards since the third quarter of 2023, driven by strong demand in North America. Operating results also benefited from lower raw material costs, primarily sulfur, compared to the prior year period.

In our Potash segment, operating results for 2024 were unfavorably impacted by lower global average selling prices, resulting from improved global supply. Operating results were also unfavorably impacted by lower sales volumes in the second half of the year resulting from production challenges in the third quarter due to electrical issues at two of our mines and supply chain delays caused by thea port strike in Vancouver, Canada.

PhosphatesPhosphate Net Sales and Gross Margin

The following table summarizes the PhosphatesPhosphate segment’s net sales, gross margin, sales volume, selling prices and raw material prices:

Year Ended December 31, 20242025 compared to Year Ended December 31, 20232024 The PhosphatesPhosphate segment’s net sales were $4.5$4.6 billion for the year ended December 31, 2024,2025, compared to $4.7$4.5 billion for the same period a year ago. The decreaseincrease in net sales was primarilydriven dueby tohigher average finished product selling prices, which favorably impacted net sales by approximately $450 million. This benefit was partially offset by lower finished goods sales volumes, which unfavorablyresulted impactedin netan salesunfavorable byimpact of approximately $310$280 million. InAdditionally, addition,lower Miskirock Mayo operationssales had an unfavorable impact of approximately $40$50 million and lower freight and other product revenue had an unfavorable impact of approximately $60 million compared to the prior year period due to lower selling prices. These impacts were partially offset by approximately $150 million due to higher finished product selling prices in the year current period.

Our average finished product selling price increased 4%,13%, to $672$667 per tonne for the year ended December 31, 2024,2025, compared to $646$589 per tonne for the same period a year ago, due to the factorfactors discussed in the Overview.

The PhosphatesPhosphate segment’s sales volumes of finished products decreased to 6.45.9 million tonnes for the year ended December 31, 2024,2025, compared to 7.06.4 million tonnes in 2023,2024, due to the production challengesfactors discussed in the Overview.

Our average consumed price for ammonia in our North American operations increased to $435$468 per tonne in 20242025 from $426$435 a year ago. The average consumed price for sulfur for our North American operations decreasedincreased to $132$237 per long ton for the year ended December 31, 2024,2025, from $181$132 in the prior year period. The purchase price of these raw materials is driven by global supply and demand. The consumed ammonia and sulfur prices also include transportation, transformation and storage costs.

The average consumed cost of purchased and produced rock increaseddecreased to $85$80 per tonne in the current year, from $75$85 a year ago. For the year ended December 31, 2024,2025, our North American phosphate rock production decreased slightlyincreased to 9.09.5 million tonnes from 9.19.0 million tonnes in the prior year.

The PhosphatesPhosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreasedremained tomaterially unchanged at 6.3 million tonnes fromfor 6.6 million inboth the current and prior year.year periods. For the year ended December 31, 2024,2025, our operating rate for processed phosphate production decreasedwas slightly to 64%,63%, compared to 65%64% in the same period of the prior year.

Year Ended December 31, 20242025 compared to Year Ended December 31, 20232024 The Potash segment’s net sales decreasedincreased to $2.4$2.7 billion for the year ended December 31, 2024,2025, compared to $3.2$2.4 billion in the prior year. LowerThe increase was due to higher average selling prices hadand ansales unfavorablevolumes, impactwhich onfavorably impacted net sales ofby approximately $760$265 million versusand $50 million, respectively, compared to the prior year period. NetThis saleswas werepartially also unfavorably impactedoffset by approximatelyan $70approximate $45 million duereduction toin freight revenue, reflecting lower finishedfreight goodsrates and lower domestic sales volumes compared toin the priorcurrent year period.

Our average finished product selling price was $273$266 per tonne for the year ended December 31, 2024,2025, aan decreaseincrease of $92$30 per tonne compared with the prior year period, due to the factor discussed in the Overview.

The Potash segment’s sales volumes decreasedincreased to 8.79.0 million tonnes for the year ended December 31, 2024,2025, compared to 8.98.7 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment decreasedincreased to $643.2$870.0 million in the current year, from $1.2$643.2 billionmillion in the prior year period. GrossThe marginincrease was unfavorablyprimarily impacteddriven by favorable finished goods pricing, which contributed approximately $760$265 millionmillion, dueand higher sales volumes, which contributed approximately $20 million, compared to the decreaseprior inyear average selling prices, and approximately $50 million due to lower sales volumes.period. This was partially offset by lowerhigher Canadian resource taxes and royalty expenses of approximately $170$43 million in the current year period,million, as discussed below. Gross margin was also favorably impacted by approximately $40 million, due to lower idlebelow, and maintenance turnaround costs in the current year period due to the timing of turnarounds. In addition, gross margin was favorably impacted by lowerhigher conversion costs of approximately $30$25 million.million, compared to the prior year period.

We hadincurred expense of $232.2$272.8 million fromof Canadian resource taxes for the year ended December 31, 20242025 compared to $403.4$232.2 million in the prior year. RoyaltyCanadian royalty expense also decreasedincreased to $40.5$42.8 million for the year ended December 31, 20242025 from $53.6$40.5 million in the prior year. The fluctuations in Canadian resource taxes and royalties are duea toresult lowerof increases in our sales volumes, average selling pricesrevenue and margins in the current year,year period compared to the prior year.

Year Ended December 31, 20242025 compared to Year Ended December 31, 20232024 The Mosaic Fertilizantes segment’s net sales wereincreased $4.4to $4.8 billion for the year ended December 31, 2024,2025, comparedfrom to $5.7$4.4 billion for 2023.2024. InThe theincrease current period,in net sales werewas driven by approximately $420 million of higher finished product sales prices, partially offset by lower finished good sales volumes, which unfavorably impacted net sales by approximately $870$25 millionmillion. ofAdditionally, lowerboth finished goodshigher sales prices and by approximately $350 million of lower finished goods sales volumes. This was partially offset by a $20 million favorable impact from salesvolumes of other products, primarily sulfuricgypsum, acid.contributed positively, adding approximately $30 million to net sales.

The overall average finished product selling price decreasedincreased $97$48 per tonne, to $490$488 per tonne for 2024,2025, due to the decreasefactors in global prices referenceddiscussed in the Overview.

The Mosaic Fertilizantes segment’s sales volume decreasedremained tomaterially unchanged at 9.0 million tonnes for the year ended December 31, 2024,2025, compared to 9.7 million tonnes for the prior year period, due to the change in strategic focus discussed in the Overview.period.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients increasedremained 1%materially comparedunchanged tofrom the prior year.year period at 3.5 million tonnes. For the yearyears ended December 31, 2024,2025 and 2024 our phosphate operating rate was 78%, compared to 77% in the prior year.78%.

In addition to our three operating segments, we assign certain costs to Corporate, Eliminations and Other, which is presented separately in Note 25 of our Notes to Consolidated Financial Statements. The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives and the investment in equity securities of Ma'aden,Ma’aden, debt expenses, corporate functional costs andcosts, the results of the China and India distribution businesses.businesses and Mosaic Biosciences sales in China, India and North America.

Gross margin for Corporate, Eliminations and Other was a lossgain of $131.9$102.6 million for the year ended December 31, 2024,2025, compared to a gainloss of $81.9$131.9 million in the same period a year ago. Gross margin was unfavorably impacted by higher elimination of profit on intersegment sales in the current year period of approximately $139 million, compared to the prior year. Gross margin was also unfavorablyfavorably impacted by a $101$84.7 million net unrealized lossgain on derivatives in the current year period, primarily foreign currency derivatives, compared to a $29 million netan unrealized gainloss of $101 million in the prior year period. Distribution operations in India and China had revenues and gross margin of $640.0 million and $88.0 million, respectively, for the year ended December 31, 2025, compared to revenues and gross margin of $519.6 million and $39.7 million, respectively, for the year ended December 31, 2024, compared to revenues and gross margin of $898.9 million and $(16.8) million, respectively, for the year ended December 31, 2023.2024. China and India gross margin was favorably impacted by lowerhigher selling prices, partially offset by the impact of higher product costs in the current year period compared to the prior year. This was partially offset by the impact of lower selling prices compared to the prior year period.

Selling, general and administrative expenses were $496.9$533.9 million for the year ended December 31, 2024,2025, compared to $500.5$496.9 million for the same period a year ago. The decreaseincrease was primarily due to approximately $20$13 million in higher employee benefit costs and approximately $13 million in higher stock-based compensation compared to the prior year period, which reflected a benefit from a decline in the company’s stock price. Additionally, we had approximately $12 million of lowerhigher consultingamortization andrelated professionalto servicescloud andcomputing lowerarrangements compensationcompared and other employee-related costs of approximately $15 million into the currentprior year period. This was largely offset by approximately $30 million of bad debt reserve in our Mosaic Fertilizantes segment.

Other operating expenses were $393.5$289.3 million for the year ended December 31, 2024,2025, compared to $372.0$393.5 million for the prior year period. Other operating expenses typically relate to five major categories: (1) AROs, (2) environmental and legal reserves, (3) idle facility costs, (4) insurance reimbursements, and (5) gain/loss on sale or disposal of fixed assets. The change from the prior year was primarily due to anlower arbitrationenvironmental reservereserves in our Phosphate segment of approximately $52$33 million in the current year. Other operating expense was also impacted byand lower estimated closure costs for our asset retirement obligations (“AROs”) atnet ourpresent closedvalue facilities,adjustments which wereof approximately $53 million lower than the prior year. In addition, environmental reserves in our Phosphates segment were lower compared to the prior year by approximately $13$29 million. The prior year included a gain on the sale of the Streamsong Resort of approximately $57$43 million.million related to an arbitration reserve for Miski Mayo.

Net interest expense increased to $182.8$187.7 million for the year ended December 31, 2024,2025, compared to $129.4$182.8 million in 2023.2024. The increase was primarily due to higher short term debt levels in the current year period and lower interest income. The prior year included approximately $10 million on tax credit refunds from our Brazilian subsidiaries.period.

In addition, geopolitical instability and heightened tensions involving Iran, have disrupted global shipping routes, including the Strait of Hormuz, a critical transit corridor for energy and certain industrial commodities, including sulfur and ammonia. Disruptions to shipping through the Strait of Hormuz could continue to adversely affect the availability, cost,cost or timing of sulfur and ammonia inputs and have contributed to increased fuel and transportation costs. Such disruptions could further exacerbate volatility in input pricing and availability and, if sustained, could have a material adverse impact on our business, financial condition, results of operations or cash flows.

Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes, which are the equivalent of 2,205 pounds, unless we specifically state we mean long ton(s), which are the equivalent of 2,240 pounds. In the following tables, there are certain percentages that are not considered to be meaningful and are represented by “NM.” Our operating rate percentages are calculated based on our annual operational capacity as stated in the 10-K Report. Operational capacity is our estimated long-term capacity based on an average amount of scheduled down time, including maintenance and scheduled turnaround time, and product mix, and no significant modifications to the operating conditions, equipment or facilities.

The following table shows the results of operations for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

Overview of Consolidated Results for the three months ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, Mosaic incurred a net loss of $(257.6)$272.8 million, or $(0.810.86) per diluted share, compared to net income of $238.1$410.7 million, or $0.75$1.29 per diluted share, for the same period last year. Gross margin for the current year period was unfavorably impacted by higher raw material and input costs, as well as reduced sales volumes, driven largely by increased sulfur prices asand comparedsupply toconstraints in the priorcurrent year period,period as discussed further below. NetDuring incomethe quarter we recorded charges of approximately $69 million related to engineering and equipment costs associated with the decision not to proceed with a project based on finalization of assessments during this quarter. Pre-tax earnings (loss) for the three months ended MarchJune 31,30, 2026 was also negatively impacted by the strategic decision to idle and divest the Araxá mining and chemical complex and idle the related mining activities at the Patrocínio complex in Brazil, which resulted in additional expenses of approximately $442 million. Net income for the three months ended March 31, 2026 was favorably impacted by a foreign currency transaction gainloss of $37.6$39.4 million and an unrealized mark-to-market gainloss of approximately $112.0$161.6 million on the investment in Ma’aden shares, included in other income (expense).

In the first quarter of 2026, geopolitical events drovecontinue to drive volatility throughout global commoditiescommodity markets. The escalation ofcontinued conflict in the Middle East and renewed attacks on the Russian/Ukrainian industryand Ukraine commodities industrial assets have restricted exports of fertilizers and raw materials (namely sulfur and ammonia), further tightening global suppliessupplies, driving input costs higher and pressuring affordability of fertilizer products. While average selling prices increased duringin the quarter,current year periods, compared to the prior year period,year, the increases were more than offset by elevated input costs, particularly sulfur and ammonia, which pressured margins and limited the benefit of higher phosphateselling prices.

In our Phosphate segment, the operating loss for the three months ended MarchJune 31,30, 2026 was $(48)$104 million compared to an operating earningsloss of $139$8 million in the prior year period. In the current year period, operating results were negatively impacted by higher raw material costs,costs primarilyof sulfur, ammonia and blended rock, compared to the prior year period. The increased raw materials costs reflect the tightened global supply conditions mentioned above. Operating results were also unfavorably impacted by decreased sales volumes, driven by affordability challenges weakening global demand. The unfavorable impact of increased costs in the current year period was partially offset by favorable sales prices andin increasedthe salescurrent volumes,year reflectingperiod increaseddriven by tight global demandsupply andconditions. strongerIn startingresponse inventoriesto thatmarket enabledconditions fulfillmentin ofthe exportcurrent demand.year period, we made the decision to temporarily curtail production at certain facilities. Phosphate operating results in the current year period were also unfavorably impacted by the project write-off discussed above.

InFor the six months ended June 30, 2026, operating results in our Mosaic Fertilizantes segment,segment thewere operating loss for the three months ended March 31, 2026 was $(422) million,unfavorable compared to operatingthe earningssame of $99 millionperiod in the prior year. As mentioned above, in March 2026,2026 we committed to a plan to divest of the Araxá mining and chemical complex and idle the related mining activities at the Patrocínio complex in Brazil. This decision resulted in chargesan duringinitial the quartercharge of approximately $442 million,million in the first quarter of 2026 and subsequent costs of approximately $40 million in the current quarter, primarily related to the impairment of the disposal group, write-off of other assets, termination of contracts no longer in use, idle facility costs and accelerated depreciation. In addition, year-over-year performance reflects higher costs of purchased products for resale and higher raw material costs, primarily sulfur, contributeddue to theglobal unfavorablesupply operatingconditions. results.Sales volumes were also unfavorably impacted reflecting reduced production resulting from constrained raw material availability and limited customer credit availability in Brazil. These unfavorable impacts were partially offset by higherthe global pricing environment driving an increase in average selling prices in the current year period. Sales volumes of finished goods were lower in the current year period due to reduced production resulting from idling our Araxa and Fospar facilities Corporate, Eliminations and Other had an operating loss of $(80) million for the three months ended March 31, 2026, compared to a loss of $(56) million in the prior year. Corporate, Eliminations and Other includes the results of the China and India distribution businesses, the Mosaic Bioscience business, intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and unrealized losses on derivatives and debt expenses.prices.

Three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

The Phosphate segment’s net sales were $1.4$1,246.3 billionmillion for the three months ended MarchJune 31,30, 2026, compared to $1.1$1,173.0 billionmillion for the three months ended MarchJune 31,30, 2025. The year-over-year increase was primarily driven by higher sales volumes,prices, which contributed approximately $280$120 million to net sales compared to the prior year period. Additionally,This higherimpact averagewas finishedpartially goodsoffset by decreased sales pricesvolumes addedof approximately $40 million, while freight and other product revenue contributed approximately $10$90 million compared to the prior year period. Additionally, higher sales of other products, including rock and raw material sales, and freight revenue contributed approximately $40 million compared to the prior year period.

Our average finished product selling price increased 3%13% to $653$754 per tonne for the three months ended MarchJune 31,30, 2026, compared to $632$665 per tonne in the prior year period, due to the factors discussed in the Overview.

The Phosphate segment’s sales volumes of finished products increaseddecreased to 1.91.4 million for the three months ended MarchJune 31,30, 2026, compared to 1.5 million in the prior year period due to the factors discussed in the Overview.

Gross margin for the Phosphate segment decreased to $3.4a loss of $4.5 million for the three months ended MarchJune 31,30, 2026, from $167.3a positive $103.0 million for the three months ended MarchJune 31,30, 2025. Gross margin in the current year period was negatively impacted by higher raw material costs, primarily sulfursulfur, ammonia and ammonia,blended rock, of approximately $280$290 million. In addition, higherreduced watersales treatmentvolume impacts resulted in an increase of finished goods costs of approximately $20 million and higher freight expense of approximately $15 million attributedcompared to the decrease in gross margin in the currentprior year period. These negative impacts were partially offset by higher sales volumes of approximately $80 million and higher average selling prices of approximately $40$165 millionmillion, indecreased theturnaround, currentidle yearand period.unabsorbed Additionally, lower conversionfixed costs of approximately $20 million and freighta andlower otherimpact nonfrom productland marginreclamation adjustments of approximately $15 million positivelyin impactedthe current period grosscompared margin.to the prior year.

The average consumed price for ammonia for our North America operations increased 50%,40%, to $626$621 per tonne, for the three months ended MarchJune 31,30, 2026, from $416$445 in the same period a year ago. The average consumed sulfur price for our North America operations increased 141%,150%, to $379$522 per long ton, for the three months ended MarchJune 31,30, 2026, from $157$209 in the same period a year ago. The purchase prices of these raw materials are driven by global supply and demand. The consumed ammonia and sulfur prices also include transportation, transformation and storage costs.

The average consumed cost of purchased and produced phosphate rock increased to $86$90 per tonne for the three months ended MarchJune 31,30, 2026, from $77$74 per tonne for the three months ended MarchJune 31,30, 2025. For the three months ended MarchJune 31,30, 2026 our North America phosphate rock production was unfavorably impacted by moving into new mining areas, which resulted in production of 1.92.1 million tonnes compared to 2.42.7 million tonnes in the prior year period.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 15% for the three months ended MarchJune 31,30, 2026 was unfavorably impacted by raw material availability, primarily sulfur, which resulted in a decrease of 5% from the prior year period.year. This resulted in an operating rate for processed phosphate production of 66%58% for the three months ended MarchJune 31,30, 2026, updown from 58%61% for the same period in 2025, when we had downtime for planned maintenance.2025.

Three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

The Potash segment’s net sales increaseddecreased to $667.4$650.3 million for the three months ended MarchJune 31,30, 2026, compared to $570.2$710.5 million in the same period a year ago. The increasedecrease was primarily due to higherlower averagesales selling prices,volumes, which favorablyunfavorably impacted net sales by approximately $90 million,million compared to the same period in the prior year.year Higherperiod. salesThis volumeswas alsopartially contributedoffset by higher average selling prices of approximately $10 million compared to the increase in sales from the prior year.year period. Additionally, increased freight and other product revenue contributed approximately $15 million compared to the prior year period.

Our average finished product selling price was $277$280 per tonne for the three months ended MarchJune 31,30, 2026, compared to $234$274 per tonne for the same period a year ago, as a result of the factors described in the Overview.

The Potash segment’s sales volumes of finished products were 2.22.0 million tonnes for the three months ended MarchJune 31,30, 2026, slightlycompared higherto than 2.12.3 million tonnes for the same period a year ago.ago due to lower production and the sale of the Carlsbad facility as described in the Overview.

Gross margin for the Potash segment increaseddecreased to $191.3$207.3 million for the three months ended MarchJune 31,30, 2026, up from $168.6$209.4 million in the prior year period. The increasedecrease was primarily drivenattributable to lower sales volumes, which negatively impacted gross margin by favorableapproximately finished$45 goodsmillion, pricing,and whichhigher contributedCanadian resource taxes of approximately $90$10 million. ThisThese benefitunfavorable wasimpacts were partially offset by higher fixedfinished costsgoods selling prices and inventorylower absorptionturnaround costs, each of which favorably impacted gross margin by approximately $30$10 millionmillion. andIn higheraddition, plantgross costsmargin ofbenefited by approximately $20 million comparedfrom tolower plant operating costs and the priorabsence of certain costs incurred in the prior-year period that did not recur in the current year period.and Inhigher addition,sales Canadianof resourcesother taxesproducts increasedand byfreight revenue of approximately $20$15 million, compared to the prior year period, as discussed further below.million.

We incurred $66.8$70.4 million in Canadian resource taxes for the three months ended MarchJune 31,30, 2026, compared to $47.3$61.7 million in the same period a year ago. Canadian royalty expense increaseddecreased to $11.7$10.1 million for the three months ended MarchJune 31,30, 2026, compared to $8.9$10.5 million for the three months ended MarchJune 31,30, 2025. The fluctuations in Canadian resource taxes and royalties are aprimarily resultdue of increases in ourto sales revenue and margins.mix.

Our operating rate for potash production was 77%64% for the three months ended MarchJune 31,30, 2026, which was comparablecompared to 78%73% for the same period in 2025. Current period production was impacted by the sale of our Carlsbad, New Mexico mine and lower production at our Esterhazy, Saskatchewan mine due to downtime.

Three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

The Mosaic Fertilizantes segment’s net sales ofdecreased $937.1to $1,033.8 million for the three months ended MarchJune 31,30, 2026, were comparablecompared to the prior year period of $933.8$1,174.9 million. The $3.3$141.1 million increasedecrease in net sales from the prior year period was driven by lower sales volumes which unfavorably impacted net sale by approximately $125$340 million ofpartially offset by higher finished product sales prices,prices partiallywhich offsetimpacted net sale by lowerapproximately sales$170 volumes,million. whichSales of other products, primarily gypsum, favorably impacted net sales by approximately $105 million. Additionally, lower sales volumes of other products, primarily gypsum, unfavorably impacted net sales by approximately $15$30 million compared to the prior year.year due to an increase in average selling price of these products.

Our average finished product selling price was $527$585 per tonne for the three months ended MarchJune 31,30, 2026, compared to $452$474 per tonne for the same period a year ago, due to the factors discussed in the Overview.

The Mosaic Fertilizantes segment’s sales volumes of finished products decreased 12%32% for the three months ended MarchJune 31,30, 2026, compared to the same period a year ago, due to the factor discussed in the Overview.

Gross margin for the Mosaic Fertilizantes segment decreased to $34.6$6.2 million for the three months ended MarchJune 31,30, 2026, from $127.0$161.7 million in the same period of the previous year. ThisThe decrease was primarily drivenattributable byto approximately $110 million of higher product costs of approximately $110 million in our distribution operations,operations and higherapproximately $100 million of increased raw material costs, primarily sulfur, of approximately $40 million in our production operations. InGross addition,margin was further affected by lower sales volumes, which reduced gross margin by approximately $60 million, and approximately $30 million of higher turnaround, idle and unabsorbed fixed costs associated with lower production levels in the current-year period. Additionally, accelerated depreciation expense related to the idling of mining operations at PatrocinioPatrocínio unfavorablynegatively impacted gross margin by approximately $26 million in the current period. The decrease in sales volumes also reduced gross margin by approximately $30 million. These impacts were partially offset by higher average selling prices during the current year period,prices, which contributed approximately $125$170 million to gross margin compared towith the prior yearprior-year period.

The average consumed price for ammonia for our Brazilian operations increased to $722$815 per tonne for the three months ended MarchJune 31,30, 2026, compared to $684$601 per tonne in the prior year period. The average consumed sulfur price for our Brazilian operations increased to $466$516 per long ton for the three months ended MarchJune 31,30, 2026, compared to $219$270 per long ton in the prior year period. The purchase prices of ammonia and sulfur are driven by global supply and demand, and also include transportation, transformation and storage costs.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 25%52% for the three months ended MarchJune 31,30, 2026, compared to the prior year period,period. This was primarily due to idling our AraxaAraxá and Fospar facilities in the first quarter of 2026 and lower production at our Uberaba facility due to limited sulfur availability in the current year period. For the three months ended MarchJune 31,30, 2026 our phosphate operating rate decreased to 66%,47%, compared to 78%84% in the same period of the prior year.

For the three months ended MarchJune 31,30, 2026 our Brazilian phosphate rock production decreased to 0.7 million tonnes compared to 1.0 million in the prior year period, due to idling our Patrocínio mine in Brazil.the first quarter of 2026 and curtailing production at our Tapira and Catalão mines in Brazil during the current year period.