8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2024

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-32327

20-1026454

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 East Kennedy Blvd.

Suite 2500

Tampa, Florida

33602

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 918-8270

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

MOS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD.

The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:

On April 30, 2024, The Mosaic Company (“Mosaic”) issued a press release (the “Press Release”) announcing the execution of a Share Purchase and Subscription Agreement by Mosaic and The Saudi Arabian Mining Company (“Ma’aden”), pursuant to which Mosaic agreed to sell the equity interests it indirectly holds in Ma’aden Wa’ad Al Shamal Phosphate Company to Ma’aden in exchange for the issuance by Ma’aden of a specified number of its shares. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Reference is made to the Exhibit Index hereto with respect to the exhibits furnished herewith. The following exhibits are being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release, dated April 30, 2024, of The Mosaic Company regarding entering into a Share Purchase and Subscription Agreement with The Saudi Arabian Mining Company

104		Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURES

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


	THE MOSAIC COMPANY

Date: April 30, 2024	By:	/s/ Philip E. Bauer

	Name:	Philip E. Bauer
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

LOGO

Media

Natali Archibee

The Mosaic Company

Natali.archibee@mosaicco.com

Investors

Joan Tong

The Mosaic Company

Joan.Tong@mosaicco.com

FOR IMMEDIATE RELEASE

Mosaic Enters Share Purchase and Subscription Agreement with Ma’aden

TAMPA, Florida April 30, 2024 – The Mosaic Company (NYSE: MOS) announced today that it has entered into an agreement with the Saudi Arabian Mining Company (“Ma’aden”) under which Mosaic will receive 111,012,433 shares of Ma’aden valued at approximately $1.5 billion in exchange for Mosaic’s current 25 percent stake in Ma’aden Wa’ad Al Shamal Phosphate Company, a joint venture among Mosaic, Ma’aden and Saudi Basic Industries Corporation.

The agreement generally requires Mosaic to hold its Ma’aden shares for a minimum of three years, with one-third of the shares becoming transferable after the third, fourth and fifth anniversary of the closing.

“We have enjoyed a long and successful partnership with Ma’aden, and we look forward to continuing our work together under this evolved structure,” said Bruce Bodine, President and CEO of Mosaic. “This transaction provides Mosaic with a transparent value for its investment in Ma’aden, greater capital flexibility in the future, and the ability to contribute expertise to Ma’aden’s phosphate operations.”

Bob Wilt, CEO of Ma’aden, said: “Having formed our partnership with Mosaic in 2013, more than a decade on, this is an important evolution that we believe will create significant benefits for the growth of our phosphate business. We look forward to working together with the Mosaic team to strengthen our phosphate business as we continue to build the mining sector into the third pillar of the Saudi economy.”

BofA Securities served as lead financial advisor to Mosaic and Lazard also served as a financial advisor. Simpson Thacher & Bartlett LLP served as legal counsel to Mosaic.

The transaction is subject to regulatory approvals, approval by Ma’aden’s shareholders and other closing conditions that are customary for this type of transaction and is expected to be completed by the end of 2024.

About The Mosaic Company

The Mosaic Company is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphates and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at www.mosaicco.com.

This release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such statements, including statements about the pending transaction described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements may include, but are not limited to, statements about the proposed transaction including the anticipated value of the Ma’aden shares to be issued in the proposed transaction at transaction announcement and at closing, the benefits of the proposed transaction, or strategic plans. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties, including, but not limited to: risks related to the expected timing and likelihood of completion of the pending transaction, including the inability to receive the required approval by Ma’aden shareholders and other approvals, including potential regulatory approvals, necessary to complete the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable agreement; the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of Ma’aden and MWSPC, political and economic instability and changes in government policies and regulations; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic market conditions; changes in foreign currency and exchange rates; international trade risks; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; actual costs of various items differing from management’s current estimates, including, among others, additional costs related to Ma’aden and MWSPC; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund financial assurance requirements and strategic investments; risks associated with cyber security, including reputational loss; as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the U.S. Securities and Exchange Commission.