Material Event - Form 8-K

On December 7, 2023, The Mosaic Company (the "Company") closed its sale of $400,000,000 aggregate principal amount of the Company's 5.375% senior notes due 2028 (the "Offered Securities") pursuant to an Underwriting Agreement dated December 4, 2023, among the Company and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto (the "Underwriting Agreement"). The Offered Securities were issued pursuant to an Indenture dated as of October 24, 2011 between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Indenture").

The Company expects to receive net proceeds from this offering of approximately $395.9 million, after deducting the underwriting discount and its estimated offering expenses. The Company intends to use the proceeds from this offering to repay outstanding commercial paper drawn and to replenish available cash utilized in connection with the repayment of its 4.250% Senior Notes due 2023 at maturity, and, with any remaining proceeds, for general corporate purposes, which may include the repayment of other indebtedness. Pending such uses, the Company may invest the net proceeds in short-term investments, including cash, cash equivalents and/or marketable securities.

The Offered Securities sold pursuant to the Underwriting Agreement were registered under the Company's Registration Statement on Form S-3filed on November 4, 2021 (File No. 333-260777).

The foregoing descriptions of the Underwriting Agreement and the Offered Securities are qualified in their entirety by reference to Exhibits 1.1 and 4.1, respectively, attached to this Current Report on Form 8-Kand incorporated herein by reference. The Indenture is set forth as Exhibit 4.1 to the Company's Current Report on Form 8-K,filed on October 24, 2011, and is incorporated herein by reference.