10-K 0001285785-26-000017 (2026-02-27) vs 10-K 0001618034-25-000003 (2025-03-03)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 9,506 |
9.9% |
| MD&A | Item 7 | 18,746 |
16.4% |
| Legal Proceedings | Item 3 | 1,160 |
24.7% |
| Accounting Policies | Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2,939 |
8.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 165 words changed in this paragraph; it is 31% similar to last year's version.
Faustina Plant Risk Management Plan. On September 14, 2022, EPA Region 6 issued a Notice of Potential Violation and Opportunity to Confer (“NOPVOC”) regarding compliance of our Faustina Plant with Section 112(r) of the Federal Clean Air Act and 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”). The NOPVOC relates to a compliance evaluation inspection conducted by the EPA at the Faustina Plant from February 22-25, 2022 and alleges violations of the RMP Rule. We conferred with the EPA regarding the allegations in the NOPVOC on November 30, 2022. We negotiated a Consent Agreement and Final Order (“CAFO”) with the agency that was filed on January 30, 2024. As required by the CAFO, we paid a penalty in the amount of $217,085. The CAFO also requires the completion of two supplemental environmental projects: (1) installation of ammonia monitors and monitoring at the plant for a period of two years, and (2) donation of two generators to the St. James Parish Department of Emergency Preparedness. We completed the donation to the St. James Parish Department of Emergency Preparedness on March 14, 2024, and we completed installation and began operation of the ammonia monitors on April 24, 2024.
Source: Item 3, 10-K 0001285785-26-000017 vs Item 3, 10-K 0001618034-25-000003
MD&A 141 words changed in this paragraph; it is 41% similar to last year's version.
Gross margin for the Mosaic Fertilizantes segment increased to $406.6 $492.0 million for the year ended December 31, 2024, 2025, from $211.6 $406.6 million in the prior year. The This increase in gross margin was primarily due to the focus on obtaining margin over sales volume as discussed in the Overview and lower costs, which had a favorable impact of $1.13 billion, driven by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business. higher average selling prices of approximately $420 million during the current year period. This benefit was partially offset by approximately $870 $280 million related to the of higher production costs, primarily in our distribution operations, along with a decrease in average selling prices during the current year period, sales volumes, which reduced gross margin by approximately $80 million, higher turnaround and idle costs of approximately $40 $35 million due to lower sales volumes and higher freight expenses of approximately $20 million. Additionally, foreign currency changes positively impacted gross margin by approximately $80 million in the current year period. Although gross margin increased from the prior year, our margin declined in the fourth
Source: Item 7, 10-K 0001285785-26-000017 vs Item 7, 10-K 0001618034-25-000003
Risk Factors 137 words changed in this paragraph; it is 43% similar to last year's version.
Our primary foreign currency exposures are the Canadian dollar and Brazilian real. The functional currency for our Brazilian subsidiaries is the Brazilian real. However, we finance our Brazilian inventory purchases with U.S. dollar-denominated liabilities. The functional currency of several of our Canadian entities is the Canadian dollar. For those entities, sales are primarily denominated in U.S. dollars, but the costs are paid principally in Canadian dollars. Canadian entities have significant U.S. dollar denominated intercompany loans and U.S. entities, with the U.S. dollar as functional currency, have Brazilian real denominated loans. During periods of local or global economic crises, local currencies may be devalued significantly against the U.S. dollar. During times of a strengthening dollar, our net earnings can be reduced due to transaction currency losses arising from these exposures of U.S. dollar denominated liabilities held in the Brazilian and Canadian entities and Brazilian real denominated assets held in U.S. entities. To reduce economic risk and volatility on expected cash flows that are denominated in the Canadian dollar and Brazilian real, we use financial instruments that may include forward contracts, options or collars when unable to naturally offset the exposures.
Source: Item 1A, 10-K 0001285785-26-000017 vs Item 1A, 10-K 0001618034-25-000003
Accounting Policies 135 words changed in this paragraph; it is 34% similar to last year's version.
In the U.S., we sell our products to manufacturers, distributors and retailers primarily in the Midwest and Southeast. Internationally, We generally sell our potash principal products are sold primarily through Canpotex, an export association. A concentration to a large number of customers. At December 31, 2025 and 2024, one customer accounted for approximately 12% and 11%, respectively, of our trade accounts receivable. We continually monitor the creditworthiness of our customers and general economic conditions to manage our credit risk arises from our sales and accounts receivable associated with the international sales of potash product through Canpotex. We consider our concentration risk related to the Canpotex receivable to be mitigated by their credit policy, which requires the underlying receivables to be substantially insured or secured by letters of credit. exposure. As of December 31, 2024 and 2023, such, we do not believe there were $65.1 million and $193.1 million, respectively, of trade accounts receivable due from Canpotex. During 2024, 2023 and 2022, sales to Canpotex were $884.3 million, $1.3 billion and $3.0 billion, respectively. is any significant collection risk.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001285785-26-000017 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001618034-25-000003
Every change, by type
Sentences and paragraphs of MOS's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-03-03.
Each links to the text at sec.gov.
AddedRisk Factors
Our ability to fund operations, meet obligations, and pursue strategic initiatives depends on maintaining sufficient liquidity and access to capital markets. We rely on cash generated from operations, committed credit facilities, and debt financing. Adverse conditions in global credit markets, disruptions in banking systems, or a deterioration in our financial performance could limit our ability to obtain financing on acceptable terms or at all.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedRisk Factors
Our credit ratings significantly affect our cost of borrowing and access to financing. A downgrade by any major rating agency—whether due to industry conditions, commodity price volatility, or company-specific factors—could increase our borrowing costs and restrict access to credit markets.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedRisk Factors
If we are unable to maintain adequate liquidity or favorable credit ratings, we may be forced to reduce capital expenditures, delay strategic projects, or seek alternative financing under unfavorable terms. Any of these outcomes could materially and adversely affect our business, financial condition, and results of operations.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedRisk Factors
Our primary foreign currency exposures are the Canadian dollar and Brazilian real. The functional currency for our Brazilian subsidiaries is the Brazilian real. However, we finance our Brazilian inventory purchases with U.S. dollar-denominated liabilities. The functional currency of several of our Canadian entities is the Canadian dollar. For those entities, sales are
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
In our Mosaic Fertilizantes segment, operating earnings were $277 million for 2025 compared to $238 million in the prior year period. Operating results reflected higher average selling prices compared to the prior year period benefiting from a favorable global pricing environment that was driven by healthy demand and tight supply. This benefit was partially offset by the impact of higher costs of purchased products for resale. We saw a slight decrease in sales volumes compared to the prior year which was driven by grower caution and increased credit constraints in Brazil. Operating earnings were stronger in the first three quarters of 2025 compared to the prior year but declined in the fourth quarter due to lower volumes. Sales volumes were negatively impacted by challenging credit conditions for customers, weaker margins, in part due to higher sulfur raw material cost and higher turnaround and idle costs due to downtime. Due to the increase in sulfur costs seen in the fourth quarter of 2025, we temporarily idled production at our Fospar and Araxa facilities in Brazil. Operating results in 2025 were also impacted by a gain on the sale of the Patos de Minas mine and a loss on the sale of the Taquari mine.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
•In October 2025, we completed the sale of our idled Patos de Minas phosphate mining unit in Brazil for $111 million, with $51 million paid at closing and the balance of the purchase price to be paid in installments over the next four years. The sale resulted in a gain of $94 million.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
•In November 2025, we completed the sale of our interest in the Taquari potash mine in Brazil for proceeds of up to $27 million, with $12 million received at closing and an additional $10 million due in one year. The remaining $5 million is contingent upon future potash pricing benchmarks. We recorded an impairment loss of approximately $66 million related to the sale.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
•In November 2025, we completed a $900 million public bond offering, consisting of $500 million aggregate principal amount of 4.350% senior notes due 2029 and $400 million aggregate principal amount of 4.600% senior notes due 2030.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
•In December 2025, we entered into an agreement to sell our Carlsbad, New Mexico potash mine for approximately $30 million. The transaction includes initial proceeds of $20 million at closing and deferred consideration of $10 million, payable in three equal installments beginning in 2029. The sale is expected to be completed in the first half of 2026. As of December 31, 2025, the assets and liabilities are considered held for sale and we recorded an impairment loss of approximately $185 million.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
quarter of 2025, in part due to higher sulfur raw material cost and higher turnaround and idle costs due to downtime. In December 2025, we temporarily idled our Fospar and Araxa facilities due to the high sulfur costs.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
In December 2025, we entered into an agreement to sell our Carlsbad, New Mexico potash mine. As of December 31, 2025, the assets and liabilities are considered held for sale and we recorded an impairment loss of approximately 185.0 million. In 2025, we also completed the sale of our interest in the Taquari potash mine in Brazil, which resulted in a loss of approximately $66 million. These losses were partially offset by a gain of approximately $94 million related to the completion of the sale of our idled Patos de Minas phosphate mining unit in Brazil. See further discussion in Note 26 of our Notes to Consolidated Financial Statements.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
In 2025, we recognized a goodwill impairment charge of $96.3 million in our Mosaic Fertilizantes reporting unit. We determined that its carrying value exceeded its estimated fair value due to a reduction in our long-term forecast based on recent market forecasts. We also recorded an impairment of $3.6 million in our Potash reporting unit related to the anticipated sale and classification of our Carlsbad, New Mexico mine as held for sale as of December 31, 2025. See further discussion in Note 10 of our Notes to Consolidated Financial Statements.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
On July 4, 2025, the U.S. enacted budget reconciliation package H.R. 1 otherwise known as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes a broad range of tax law changes, including the permanent extension of certain expired or expiring provisions of the Tax Cuts and Jobs Act and changes to certain other U.S. tax provisions. The legislation has multiple effective dates, with provisions effective beginning in 2025 and 2026. The Company reflected the impact of the enacted provisions in its financial statements beginning in the third quarter, and there is no material change to our effective income tax rate for 2025.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to provide more disaggregation of income tax disclosures mainly related to the reconciliations of the income tax rate and income taxes paid by jurisdiction. We adopted this standard for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. While adoption of this standard resulted in enhanced disclosures, it did not have any impact to our results of operations, cash flows or financial condition. See further discussion in Note 13 of our Notes to Consolidated Financial Statements.
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. Significant judgment is required in evaluating the need for and magnitude of appropriate valuation
Read it in 10-K 2026-02-27 at sec.gov ↗
AddedMD&A
The functional currency of our Brazilian subsidiaries is the Brazilian real. We finance our Brazilian inventory purchases with U.S. dollar-denominated liabilities. We hedge the net Brazilian real exposure of our inventory production activities for up to four months, covering the operational cycle of the business. A strengthening of the Brazilian real relative to the U.S. dollar
Read it in 10-K 2026-02-27 at sec.gov ↗
