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MOSMosaic

Materials · Fertilizers · NYSE
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The 10-K against last year's

152 changes: 24 added, 22 removed, 105 reworded, 1 quiet changes

10-K Feb 27, 2026 vs Mar 3, 2025
Risk FactorsRedline ↓
9.9%
of the text changed · 9,506 words now
MD&ARedline ↓
16.4%
of the text changed · 18,746 words now
Legal ProceedingsRedline ↓
24.7%
of the text changed · 1,160 words now
Accounting PoliciesRedline ↓
8.2%
of the text changed · 2,939 words now

10-K 0001285785-26-000017 (2026-02-27) vs 10-K 0001618034-25-000003 (2025-03-03)

The redline

The paragraph that changed most in each section

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 added, removed or reworded

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.

All 152 Added 24Removed 22Reworded 105Quiet changes 1
RemovedRisk Factors
Pandemics, epidemics or other health outbreaks have, and could again, adversely affect the global economy and have, and could again, significantly disrupt our operations, key suppliers or third-party logistics providers, customers and ultimate end-users. These disruptions could arise due to the spread of the outbreak and/or from measures to contain or mitigate it such as quarantines and extended closures of businesses mandated by government authorities. For example, the Covid-19 pandemic adversely affected our businesses in multiple ways, including by creating short-term labor shortages due to illness, and transportation issues, such as trucking delays and port congestion, which slowed delivery of inputs to our facilities and products to our end customers.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedRisk Factors
The full impact of another public health event depends on various factors, any of which could materially increase our costs, negatively impact our revenue and/or adversely impact our results of operations and liquidity, possibly to a significant degree. A public health event could also have the effect of heightening many of the other risks described in this Item 1A of this Form 10-K.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedRisk Factors
We cannot predict the full impact of these rules or potentially related judicial actions, or future actions, or whether or how it would affect our Brazilian operations or customers. Any accident involving our tailings or other dams, or any shut down or idling of our related mines, could have a material adverse effect on our results of operations.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedRisk Factors
enjoy competitive advantages or are willing to accept lower profit levels, the price of our products, our sales volumes and our profits may be adversely affected.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
•In April 2024, we entered into an agreement with Ma’aden to exchange our 25% ownership of the Ma'aden Wa’ad al Shamal Phosphate Company for 111,012,433 shares of Ma’aden. The transaction closed on December 24, 2024 at a value of approximately $1.5 billion, resulting in a pre-tax gain of approximately $0.5 billion. The shares are reflected in Equity Securities and Investments in Nonconsolidated Companies in our Consolidated Balance Sheet at December 31, 2024.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
•In 2024, we repurchased 7,944,507 shares of Common Stock in the open market for approximately $235.4 million at an average purchase price of $29.63.

Read it in 10-K 2025-03-03 at sec.gov ↗

Show the other 10
RemovedMD&A
In February 2025, the U.S. imposed tariff increases on imports from several countries, including a 25% tariff on most imports from Canada, including potash. Subsequently, the implementation of these tariffs has been paused for 30 days following an agreement between the U.S. and Canada. At this time, we do not expect these tariffs to have a significant impact on our Potash business and operating results.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
For the year ended December 31, 2023, operating results in all of our segments were impacted by lower average sales prices compared to the prior year. Global markets softened compared to the prior year, with a rebound in supply combined with buyers delaying purchases in the first half of the year, in anticipation of lower prices. Buyer deferral reversed in the later part of 2023, and we saw seasonal price strength in many markets.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
In the Potash segment, 2023 operating results were unfavorably impacted by lower average selling prices of potash compared to the prior year period, driven by the factors discussed above. This was partially offset by higher sales volumes, driven by the factor discussed above. Operating results for 2023 were also unfavorably impacted by higher idle plant and maintenance turnaround costs, due to the temporary idling of our Colonsay, Saskatchewan mine in the first half of the year, due to market conditions and the length of turnarounds, compared to the prior year.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
Esterhazy and Belle Plaine locations and our Colonsay mine operating for a portion of the current year period. Prior year production was impacted by maintenance downtime during the first half of the year.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
Consolidated Balance Sheets. Assuming we maintain our current levels of liquidity and capital resources, we do not expect that these Florida and Louisiana requirements will have a material effect on our results of operations, liquidity or capital resources.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
The functional currency for our Brazilian subsidiaries is the Brazilian real. We finance our Brazilian inventory purchases with U.S. dollar-denominated liabilities. We hedge a portion of cash flows on a declining basis, up to 12 months for the Brazilian real. A stronger Brazilian real relative to the U.S. dollar has the impact of reducing these liabilities on a functional currency basis. When this occurs, an associated foreign currency transaction gain is recorded as non-operating income. A weaker Brazilian real generally has the opposite effect. We also enter into derivative instruments for a portion of our currency risk exposure on anticipated Brazilian real cash flows and record an associated gain or loss in either cost of goods sold or foreign currency transaction gain (loss) line in the Consolidated Statements of Earnings. A stronger Brazilian real generally reduces our Brazilian subsidiaries operating earnings. A weaker Brazilian real has the opposite effect.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
Federal Initiatives to Define “Waters of the United States.” The Clean Water Act (“CWA”) authorizes federal jurisdiction over “navigable waters,” defined in the Act as “waters of the United States” and often abbreviated as “WOTUS.” As it relates to Mosaic’s operations and facilities, the scope of the term WOTUS dictates legal requirements for our national pollutant discharge elimination system wastewater discharge permits and for impacts to surface waters and wetlands associated with our phosphate mining and some production operations. A broad definition of WOTUS, and thus the scope of federal jurisdiction, increases the time required to identify wetlands and waterways subject to federal regulatory and permitting requirements, and the amount and type of mitigation required to compensate for impacts to jurisdictional WOTUS caused by our mining operations.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
On May 25, 2023, the U.S. Supreme Court issued its opinion in Sackett v EPA, which significantly limits water features that can be considered WOTUS and therefore subject to CWA Section 404 jurisdiction. The Sackett decision is binding nationwide as to the determination of which wetlands and waters are subject to the CWA.

Read it in 10-K 2025-03-03 at sec.gov ↗

RemovedMD&A
The Sackett decision invalidated the January 18, 2023 definition of WOTUS promulgated by EPA which had expanded federal jurisdiction. In response to Sackett, EPA issued a final rule that became effective September 8, 2023 intended to conform its definition of WOTUS to the Sackett decision.

Read it in 10-K 2025-03-03 at sec.gov ↗

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