DEF 14A of Mosaic Co, Apr 16, 2026

DEF 14A of Mosaic Co

Filed Apr 16, 2026 · FY20250001285785-26-000061

Open on EDGAR

  1. Director Nominees

    Director Nominees The table below shows summary information about each nominee for election as a director. Each director nominee is elected by a majority of the votes cast and, if elected, will serve for a term that expires at the 2027 Annual Meeting of Stockholders (“2027 Annual Meeting”).

  2. Director Nominees

    | Name and Title | Age | Director Since | Independent | Committee Memberships | | | | | | | | | AC | CHR | CGN | EHSS | | Nominees for Election as Director | | | | | | | | | Cheryl K. Beebe | 70 | 2019 | P | Å | | ò | | | Retired, Executive Vice President and Chief Financial Officer Ingredion Incorporated | | | | | | | | | Bruce M. Bodine | 54 | 2023 | | | | | | | President and Chief Executive Officer The Mosaic Company | | | | | | | | | Gregory L. Ebel* | 62 | 2012 | P | ò | | ò | | | President and Chief Executive Officer Enbridge, Inc. | | | | | | | | | Timothy S. Gitzel | 64 | 2013 | P | | Å | ò | | | President and Chief Executive Officer Cameco Corporation | | | | | | | | | Emery N. Koenig | 70 | 2010 | P | | | ò | Å | | Retired, Vice Chair, Chief Risk Officer and Member of Corporate Leadership Team Cargill Incorporated | | | | | | | | | Jody L. Kuzenko | 56 | 2024 | P | | ò | | ò | | President and Chief Executive Officer Torex Gold Resources, Inc. | | | | | | | | | Sonya C. Little | 60 | 2025 | P | ò | | | | | President and Chief Operating Officer COI Energy Services, Inc. | | | | | | | | | David T. Seaton | 64 | 2009** | P | ò | ò | | | | Former Chair and Chief Executive Officer Fluor Corporation | | | | | | | | | Kathleen M. Shanahan | 67 | 2025 | P | | ò | | | | Senior Advisor and Former Chief Executive Officer Turtle & Hughes, Inc. | | | | | | | | | João Roberto Gonçalves Teixeira | 60 | 2022 | P | ò | | | ò | | Former Chief Executive Officer Copersucar S.A. | | | | | | | | | Gretchen H. Watkins | 57 | 2020 | P | | ò | | ò | | Former President Shell USA, Inc. | | | | | | | | | Kelvin R. Westbrook | 70 | 2016 | P | | | Å | ò | | President and Chief Executive Officer KRW Advisors, LLC | | | | | | | |

  3. Director Nominees

    *Mr. Ebel is the Chairman of the Board ** Mr. Seaton served on our Board from April 2009 to May 2019 and then returned beginning in September 2019.

  4. Director Nominees

    | AC: | Audit Committee | | CHR: | Compensation and Human Resources Committee | | CGN: | Corporate Governance and Nominating Committee | | EHSS: | Environmental, Health, Safety and Sustainable Development Committee | | Å | Committee Chair | | ò | Committee Member |

  5. Director Nominee Composition Highlights

    Director Nominee Composition Highlights The Board of Directors considers the qualifications of each director candidate and the overall composition of the Board. We are committed to diversity and a balance of tenure that brings experience as well as new perspectives to Board deliberations. The below charts contain details regarding our Director nominees’ diversity, including the number of female and ethnically diverse directors.

  6. Director Nominee Composition Highlights

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  7. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our Board has nominated 12 directors for election at the 2026 Annual Meeting. The director nominees, if elected, will serve until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and until their successors are elected and qualified. Each nominee is an incumbent previously elected at Mosaic’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Our Restated Certificate of Incorporation and Bylaws provide that each member of our Board is elected annually by a majority of votes cast if the election is uncontested. Our Corporate Governance Guidelines further provide that, if an incumbent director fails to receive the required vote for re-election, the director will tender his or her resignation and our Corporate Governance and Nominating Committee will act within 90 days after certification of the stockholder vote to determine whether to accept the director’s resignation, and will submit a recommendation for prompt consideration by our Board. Our Corporate Governance and Nominating Committee and our Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. Our Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation. Thereafter, our Board will promptly disclose its decision and decision-making process regarding whether to accept the director’s resignation offer (and the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the SEC. If one or more nominees should become unavailable to serve as a director, it is intended that shares represented by the proxies will be voted for such substitute nominee or nominees as may be selected by the Board. The Board of Directors recommends that you vote FOR the election of each of the nominees listed below. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise.

  8. Corporate Directors’ Skills Matrix

    Corporate Directors’ Skills Matrix The Corporate Governance and Nominating Committee has determined that each of the nominees is qualified to continue to serve as a director of the Company. The table below summarizes qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on the Board. Each director nominee’s biography stated above describes the nominee’s key qualifications and relevant experience in more detail.

  9. Corporate Directors’ Skills Matrix

    | Qualifications, Skills & Experience | | C. Beebe | B. Bodine | G. Ebel | T. Gitzel | E. Koenig | J. Kuzenko | S. Little | D. Seaton | K. Shanahan | J. Teixeira | G. Watkins | K. Westbrook | | CEO, Senior Executive & Leader of Significant Operations: Our Directors bring valuable senior executive experience on matters relating to corporate governance, management, operations and compensation | | l | l | l | l | l | l | l | l | l | l | l | l | | Public Company: Our Directors have experience in the oversight of internal controls and reporting of a public company. | | l | l | l | l | | l | l | l | | l | | | | Global Business: Our Directors possess experience in international business. | | l | l | l | l | l | l | | l | l | l | l | | | Leadership Role in Mining/Extracting Industry or Commodity Business: Our Directors posses experience in the mining/extractive industry or commodity business. | | l | l | l | l | l | l | | l | | l | l | | | Public Policy, Regulatory & Government Affairs: Our Directors have experience in managing governmental and regulatory affairs. | | | l | l | l | l | l | l | l | l | | l | l | | Sustainability & Environment: Our Directors bring experience in the areas of sustainability, environmental impact and corporate responsibility. | | l | l | l | l | l | l | l | l | l | l | l | | | Risk Management & Compliance: Our Directors bring experience in risk management, compliance knowledge throughout Brazil, Canada and Florida. | | l | l | l | l | l | l | l | l | l | l | l | l | | Science, Technology & Innovation: Our Directors bring experience in the areas of science, information technology (cybersecurity, technology-fluency, A.I. et al) and innovation. | | l | l | l | l | l | l | | l | l | | l | l | | Leading Business Transformation: Our Directors bring experience in mergers and acquisitions that assist in Mosaic's future. | | l | | l | l | l | l | | l | l | l | l | l | | Financial Services: Our Directors have extensive knowledge of the financial services industry and capital markets. | | l | | l | | | | l | l | | l | | |

  10. 2026 Director Nominees

    2026 Director Nominees

  11. 2026 Director Nominees

    | | | Cheryl K. Beebe | | | | | Occupation and Experience | | | | | From February 2004 until her retirement in January 2014, Ms. Beebe served as the Chief Financial Officer of Ingredion Incorporated (formerly named Corn Products International, Inc.), a manufacturer and seller of a number of ingredients to food and industrial customers. Ms. Beebe also served Ingredion as Executive Vice President beginning in 2010 until her retirement in 2014. Ms. Beebe previously served Ingredion as Vice President, Finance from July 2002 to February 2004, as Vice President from February 1999 to 2004 and as Treasurer from 1997 to February 2004. | | | Age | 70 | Other Public Company Boards | | | Director Since | 2019 | Current | Prior (Within the past five years) | | Independent Committees | | Packaging Corporation of America Goldman Sachs Asset Management (GS Trust, GS Trust II, GS ETF Trust, GS ETF Trust II, GS Real Estate Diversified Income Trust, GS Variable Insurance Trust) | Hanesbrands Inc. (2020 - 2023) | | Audit (Chair) Corporate Governance and Nominating | | | | | | | Key Skills and Qualifications | | | | | | |

  12. 2026 Director Nominees

    | | | Bruce M. Bodine | | | | Occupation and Experience | | | | Mr. Bodine was appointed our Chief Executive Officer in January 2024 and our President in August 2023. He previously served as our Senior Vice President - North America from April 2020 until August 2023 and as our Senior Vice President – Phosphates from January 2019 to April 2020 during which time he also provided executive oversight for our corporate procurement organization. Prior to that, Mr. Bodine served as our Senior Vice President - Potash (from June 2016 to December 2018); as our Vice President - Potash (from April to May 2016); as our Vice President - Supply Chain (from August 2015 to March 2016); as our Vice President - Operations Business Development (from October 2014 to August 2015); and as Vice President - Operations for our Esterhazy and Colonsay potash production facilities (from July 2013 to October 2014). Before that, Mr. Bodine held various plant and mine development management positions in our Phosphates and Potash segments beginning with Mosaic’s formation in 2004. | | Age | 54 | | | Director Since | 2023 | | | | | Key Skills and Qualifications | | Committees | | | | None | | |

  13. 2026 Director Nominees

    | | | Gregory L. Ebel | | | | | Occupation and Experience | | | | | Mr. Ebel was elected President and Chief Executive Officer of Enbridge, Inc., an energy delivery company based in Calgary, Alberta, Canada (“Enbridge”), effective as of January 1, 2023. Prior to January 2023, Mr. Ebel served as Chair of Enbridge since its merger with Spectra Energy Corp (“Spectra Energy”) in early 2017. Mr. Ebel served as Chair, President and Chief Executive Officer of Spectra Energy from April 2014 to February 2017, as President and Chief Executive Officer of Spectra Energy from January 2009 to April 2014; as Group Executive and Chief Financial Officer of Spectra Energy from January 2007 to January 2009; as President of Union Gas Limited, a subsidiary of Spectra Energy, from January 2005 until January 2007; and as Vice President, Investor and Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. | | | Age | 62 | | | | Director Since | 2012 | | | | Independent Committees | | Other Public Company Boards | | | Independent Chair of the Board Audit Corporate Governance and Nominating | | Current Enbridge, Inc. | Prior (Within the past five years) None | | | | Key Skills and Qualifications | | | | | | |

  14. 2026 Director Nominees

    | | | Timothy S. Gitzel | | | | | Occupation and Experience | | | | | Mr. Gitzel has been President and Chief Executive Officer of Cameco Corporation (“Cameco”), a uranium producer and provider of processing services required to produce fuel for nuclear power plants, since July 2011. From May 2010 to July 2011, Mr. Gitzel served as President of Cameco and from January 2007 to May 2010, as its Senior Vice President and Chief Operating Officer. | | | Age | 64 | Other Public Company Boards | | | Director Since | 2013 | Current | Prior (Within the past five years) | | Independent Committees | | Cameco Corporation | None | | Compensation and Human Resources (Chair) Corporate Governance and Nominating | | Key Skills and Qualifications | | | | | | |

  15. 2026 Director Nominees

    | | | Emery N. Koenig | | | | | Occupation and Experience | | | | | Mr. Koenig is the retired Vice Chair and Chief Risk Officer of Cargill, Incorporated (“Cargill”). Mr. Koenig held this position since September 2013 and also served as a member of Cargill’s Corporate Leadership Team and board of directors since December 2009 until his retirement in February 2016. Previously, Mr. Koenig served as leader of Cargill’s Agricultural Supply Chain Platform from April 2006 to May 2014; as Executive Vice President and Chief Risk Officer of Cargill from June 2011 to September 2013; as Senior Vice President at Cargill from June 2010 to June 2011; and as leader of the Cargill Energy, Transportation and Industrial Platform from June 2007 to July 2011. | | | Age | 70 | | | | | | Other Public Company Boards | | | Director Since | 2010 | | | | | | Current | Prior (Within the past five years) | | Independent | | None | None | | Committees | | | | | EHSS (Chair) Corporate Governance and Nominating | | Skills and Qualifications | | | | | | |

  16. 2026 Director Nominees

    | | | Jody L. Kuzenko | | | | | Occupation and Experience | | | | | Ms. Kuzenko has served as President and Chief Executive Officer of Torex Gold Resources, Inc. (“Torex”), an intermediate gold producer engaged in mining, since June 2020. Ms. Kuzenko joined Torex as its Chief Operating Officer in October 2018. Prior to joining Torex, Ms. Kuzenko served as Director, Business Strategy of Vale Canada Limited, formerly Inco Limited (“Vale”), the nickel, mining and metals division of Vale S.A., a global mining company producing iron ore, pellets, and nickel, from August 2017 to July 2018, as Director, Refining for Vale from December 2015 to July 2017, and, from July 2004 to December 2015, held roles of increasing responsibility in operations and business management. | | | Age | 56 | Other Public Company Boards | | | Director Since | 2024 | Current | Prior (Within the past five years) | | Independent | | Torex Gold Resources Inc. | None | | Committees | | | | | Compensation and Human Resources EHSS | | Skills and Qualifications | | | | | | |

  17. 2026 Director Nominees

    | | | Sonya C. Little | | | | | Occupation and Experience | | | | | Ms. Little is the President and Chief Operating Officer of COI Energy, an energy technology company providing energy optimization solutions for commercial and industrial enterprises. Prior to joining COI Energy in July 2025, Ms. Little served as Executive Vice President and Chief Administrative Officer of Strategic Property Partners, LLC, a full-service commercial real estate development firm, from 2019 to 2024. In this role, she served on the executive committee and was responsible for implementing company-wide strategic initiatives and overseeing financial reporting, risk management, and governmental affairs to support project development and economic growth. From 2011 to 2019, Ms. Little served as Chief Financial officer for the City of Tampa, were she led the city’s comprehensive financial strategy and oversaw its annual operating and capital budgets, credit ratings, and debt portfolio. Her prior experience includes more than 14 years as a Managing Director with Public Resources Advisory Group and as an investment banker with RBC Capital Markets (formerly William R. Hough & Co.). | | | Age | 60 | Other Public Company Boards | | | Director Since | 2025 | Current | Prior (Within the past five years) | | Independent Committees | | Hancock Whitney | None | | Audit | | | | | | | Key Skills and Qualifications | | | | | | |

  18. 2026 Director Nominees

    | | | David T. Seaton | | | | | Occupation and Experience | | | | | Mr. Seaton is the former Chair and Chief Executive Officer of Fluor Corporation, a professional services firm (“Fluor”). He was elected chairman in February 2012 and became a member of Fluor’s board of directors and its Chief Executive Officer in February 2011 and served in such positions until May 2019. Prior to his appointment as Chief Executive Officer, Mr. Seaton was Chief Operating Officer of Fluor from November 2009 to February 2011. Mr. Seaton served as Senior Group President of the Energy and Chemicals, Power and Government business groups for Fluor from March 2009 to November 2009 and held numerous positions in both operations and sales globally since joining Fluor in 1984. | | | Age | 64 | Other Public Company Boards | | | Director Since | 2009* | Current | Prior (Within the past five years) | | Independent Committees | | ConocoPhillips Company Newmont Corporation | None | | Audit Compensation and Human Resources | | | | | | | Key Skills and Qualifications | | | | | | |

  19. 2026 Director Nominees

    *Mr. Seaton served on our Board from April 2009 to May 2019 and then returned beginning in September 2019.

  20. 2026 Director Nominees

    | | | Kathleen M. Shanahan | | | | | Occupation and Experience | | | | | Ms. Shanahan is currently the Chief Executive Officer and Owner of Renaissance Outdoor Advertising, Inc., a family owned, Florida-based billboard company operating in Citrus and Hernando, County Florida and also serving in the capacity of Senior Advisor to Turtle & Hughes, Inc. From 2018 to 2024, Ms. Shanahan served as the Co-Chief Executive Officer and then as the Chief Executive Officer and a Director for Turtle & Hughes, Inc. Immediately prior to her time at Turtle & Hughes, Inc., Ms. Shanahan served as Chair and Chief Executive Officer of Ground Works Solutions, previously known as URETEK Holdings, Inc., a Florida based and service area Foundation Stabilization company from 2011 to 2016. From 2005 to 2011, Ms. Shanahan was the Chair and CEO of WRS Infrastructure & Environment Inc. (d/b/a WRScompass), a national environmental services company (previously known as Westinghouse Remediation Services). Prior to her executive management posts, Ms. Shanahan was a senior consultant to former New York Stock Exchange CEO John Thain, and a senior executive in charge of public and community affairs at PaineWebber. | | | Age | 66 | Other Public Company Boards | | | Director Since | 2025 | Current | Prior (Within the past five years) | | Independent Committees | | HireQuest, Inc. (HQI) Great Lakes Dredge & Dock (GLDD) | None | | Compensation and Human Resources | | Turning Pt Brands (TPB) Key Skills and Qualifications | | | | | | |

  21. 2026 Director Nominees

    | | | João Roberto Gonçalves Teixeira | | | | | Occupation and Experience | | | | | Mr. Teixeira is the former Chief Executive Officer of Copersucar S.A., a Brazilian sugar, ethanol and logistics corporation (“Copersucar”). Mr. Teixeira served as Chief Executive Officer of Copersucar from December 2018 until 2022 and was responsible for managing financial and operational risks. Between 2017 and 2018, Mr. Teixeira was a founding partner of Inviste, a proprietary investment company in the real estate, venture capital and impact businesses. From 2011 to November 2016, Mr. Teixeira was with Banco Votorantim S.A., first as Head of Wholesale Banking and subsequently as Chief Executive Officer. He was previously in executive positions with Santander Group in Brazil, where he served as Executive Vice President, Head of Corporate and Investment Banking and Managing Director. From 1995 to 2002, Mr. Teixeira was Head of Investment Banking - Brazil for Dresdner Kleinwort Wasserstein, was a special advisor to the Minister of Finance from 1990 to 1992 and professor of economics at Pontifical Catholic University from 1988 to 1999. | | | Age | 60 | | | | Director Since | 2022 | | | | Independent Committees | | | | | Audit EHSS | | Other Public Company Boards | | | | | Current | Prior (Within the past five years) | | | | XP Inc. | Br Malls Participações S.A. (2018 - 2023) Fleury S.A. (2021 - 2025) | | | | Key Skills and Qualifications | | | | | | |

  22. 2026 Director Nominees

    | | | Gretchen H. Watkins | | | | Occupation and Experience | | | | From May 2018 until her retirement in May 2025, Ms. Watkins served as the president of Shell USA, Inc., formerly Shell Oil Company, Inc., (“Shell”), an energy and petrochemicals company and producer of new energies, natural gas, oil and other products. Ms. Watkins also served as Executive Vice President of Shell’s Global Shales business from May 2018 to June 2021. From October 2016 until its sale to Total Energies in May 2018, Ms. Watkins served as Chief Executive Officer of Maersk Oil and Gas ("Maersk"), a Danish oil and gas company. From January 2014 to October 2016, Ms. Watkins served as Chief Operating Officer of Maersk. From June 2008 to September 2013, Ms. Watkins held various corporate officer positions at Marathon Oil Company. Prior to this, Ms. Watkins held a number of executive level roles in three different continents with BP plc. | | Age | 57 | | | Director Since | 2020 | | | | | Key Skills and Qualifications | | Independent Committees | | | | Compensation and Human Resources EHSS | | |

  23. 2026 Director Nominees

    | | | Kelvin R. Westbrook | | | | | Occupation and Experience | | | | | Mr. Westbrook has been President and Chief Executive Officer of KRW Advisors, LLC, a provider of strategic and general business and consulting services in the telecommunications, media and other industries, since September 2007. Mr. Westbrook founded Millennium Digital Media Systems, LLC (“MDM”) in 1997 and served as Chair and Chief Strategic Officer and as President and Chief Executive Officer of MDM from October 2006 to September 2007 and from May 1997 to September 2006, respectively. | | | Age | 70 | Other Public Company Boards | | | Director Since | 2016 | Current | Prior (Within the past five years) | | Independent Committees | | Archer Daniel Midland Company Camden Property Trust | T-Mobile US Inc. (2013-2025) | | Corporate Governance and Nominating (Chair) EHSS | | | | | | | Key Skills and Qualifications | | | | | | |

  24. Nomination and Selection of Directors

    Nomination and Selection of Directors The Corporate Governance and Nominating Committee identifies and evaluates potential director candidates in a variety of ways: •periodic solicitation of input from Board members and firms specializing in director search firms; •consultations with senior management; and •candidates nominated by stockholders who have complied with the advance notice procedures set forth in our Bylaws. The Corporate Governance and Nominating Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board. After considering this recommendation, the Board determines its nominees. The Corporate Governance and Nominating Committee evaluates all candidates on the same basis regardless of the source of the referral. Our Bylaws provide that a stockholder entitled to vote at an annual meeting who wishes to nominate a candidate for election to the Board is required to give written notice to our Corporate Secretary of his or her intention to make such a nomination. In accordance with the advance notice procedures in our Bylaws, a notice of nomination is required to be received within the prescribed time and must contain certain information about both the nominee and the stockholder making the nomination as described in our Policy Regarding Identification and Evaluation of Potential Director Nominees. The full text of this policy is available on our website www.mosaicco.com under the “Investors – Governance – Governance Documents” caption. The Corporate Governance and Nominating Committee may require that the proposed nominee furnish other information to determine that person’s eligibility to serve as a director. Additionally, the notice of nomination must include a statement as to whether each such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election, an irrevocable resignation letter to be effective upon acceptance by the Board, in accordance with our Corporate Governance Guidelines. The remainder of the requirements of the advance notice procedures are described in this Proxy Statement under the caption “Stockholder Proposals and Nominations for the 2026 Annual Meeting of Stockholders.” A nomination that does not comply with the advance notice procedures may be disregarded.

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-Employee Directors. The Corporate Governance and Nominating Committee reviews our director compensation program on an annual basis to ensure that it is competitive with market practices. Although matters of director compensation ultimately are the responsibility of the full Board, the Corporate Governance and Nominating Committee evaluates director compensation levels, makes recommendations regarding the structure of director compensation, and develops a director pay philosophy that is aligned with the interests of our stockholders. Our director compensation program is reviewed annually, however, our Corporate Governance and Nominating Committee expects that, absent special circumstances, director compensation levels would be adjusted no more frequently than every two years. As provided in our Corporate Governance Guidelines, our Corporate Governance and Nominating Committee, in making recommendations regarding director compensation, is guided by three goals: •compensation should fairly pay directors for work required for a company of our size and scope; •compensation should align directors’ interests with the long-term interests of stockholders; and •the structure of compensation should be simple, transparent and easy for our stockholders to understand. In the course of conducting its review of director compensation, the Corporate Governance and Nominating Committee from time to time reviews various formal studies regarding director compensation practices at public companies, as well as a variety of other data sources. Our Corporate Governance and Nominating Committee also has the sole authority to select, retain and terminate an independent compensation consultant and to approve the consultant’s fees and other retention terms. Pay Governance, LLC has also provided benchmarking data from time to time. Employee Directors. Directors who are employees receive no director fees or other separate compensation for service on the Board or any committee of the Board for the period during which they are employees. During 2025, Bruce M. Bodine, our President and CEO was an employee and director. All compensation earned by Mr. Bodine is set forth under “Executive Compensation Tables” beginning on page 53.

  26. Director Compensation Policy

    Director Compensation Policy The director compensation policy provides for the following retainers for our non-employee directors: •an annual cash retainer of $200,000 to our Board Chair and $125,000 to each other director; •an annual cash retainer of $25,000 to the Chair of our Audit Committee; and •an annual cash retainer of $20,000 to each director who serves as Chair of our Compensation and Human Resources Committee, Corporate Governance and Nominating Committee or EHSS Committee. In addition, the director compensation policy provides for an annual grant of RSUs, with a grant date fair value of $262,500 for our Board Chair and $175,000 for each other non-employee director. New non-employee directors elected to our Board on a date other than the date of our annual meeting of stockholders will receive a prorated grant of RSUs effective on the date of their election to our Board. The RSUs are granted following each annual meeting where a non-employee director is elected or re-elected and vest on the date of the next annual meeting. We establish the number of shares subject to the grant of RSUs by dividing the target value of the grant by the closing price of a share of our Common Stock on the date of grant. If a director ceases to be a director prior to vesting, the director will forfeit the RSUs except in the event of death (in which case the RSUs will vest immediately) or unless otherwise determined by our Corporate Governance and Nominating Committee. Vested but unissued RSUs of a director who is removed for cause will be forfeited, and as to RSUs for which an election has been made under our long-term equity deferral plan, shares will be issued in accordance with the director’s election. The RSUs include dividend equivalents which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock and which will be paid following vesting of the award. A director may elect up to half of the RSUs granted to the director to be paid in cash rather than shares of Common Stock. The Mosaic Non-Qualified Deferred Compensation Plan permits a director to elect to contribute up to 100% of the director’s fees on a tax-deferred basis until distribution of the participant’s plan balance. A participant’s balance accrues gains or losses at rates equal to those on various investment alternatives selected by the participant. The available investment alternatives are the same as are available for selection by participants as investments under the Mosaic 401(k) Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), except that the Mosaic Stock Fund investment alternative is excluded. Because the rate of return is based on actual investment measures, no above-market earnings are paid. The Mosaic Non-Qualified Deferred Compensation Plan provides that our Board, as constituted immediately before a change-in-control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan. Our unfunded non-qualified equity deferral plan and the applicable RSU award agreements allow eligible directors to elect to contribute all or a portion of annual RSU grants to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the director at the time of his or her deferral election. For each share that would have been issued under an RSU award but for an election to defer its receipt, the director will be credited with a recordkeeping amount of cash equal to the dividends per share paid or payable to holders of our Common Stock on a share of our Common Stock. This recordkeeping amount will be paid out consistent with the payment dates specified in the plan. We do not pay meeting fees, and we do not provide any perquisites to our non-employee directors except for reimbursement of travel expenses when spouses attend Board functions. The following table and accompanying narrative and notes provide information about our compensation for service as a non-employee director during 2025.

  27. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  28. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | All Other Compensation(4) | Total | | Cheryl K. Beebe | $150,000 | $174,989 | $6,444 | $331,433 | | Gregory L. Ebel | $200,000 | $262,502 | $9,665 | $472,167 | | Timothy S. Gitzel(5) | $145,000 | $174,989 | $6,444 | $326,433 | | Emery N. Koenig | $145,000 | $174,989 | $6,444 | $326,433 | | Jody L. Kuzenko(5) | $125,000 | $174,989 | $6,444 | $306,433 | | Sonya C. Little | $89,236 | $174,989 | $1,062 | $265,287 | | David T. Seaton | $125,000 | $174,989 | $6,444 | $306,433 | | Kathleen M. Shanahan | $89,236 | $174,989 | $1,062 | $265,287 | | João Roberto Gonçalves Teixeira | $125,000 | $174,989 | $6,444 | $306,433 | | Gretchen H. Watkins | $125,000 | $174,989 | $6,444 | $306,433 | | Kelvin R. Westbrook | $145,000 | $174,989 | $6,444 | $326,433 |

  29. 2025 Non-Employee Director Compensation Table

    (1)Reflects the aggregate amount of the cash retainers earned or paid for 2025. (2)Reflects the grant date fair value for RSUs granted to directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, or FASB ASC 718. The assumptions used in our valuation of these awards are discussed in note 21 to our audited financial statements for 2025 included in the 2025 10-K Report. (3)The following table shows the number of RSUs held at December 31, 2025 by each non-employee director who served during 2025:

  30. 2025 Non-Employee Director Compensation Table

    | Director | Restricted Stock Units Held at December 31, 2025 (#) | Vesting Date | | Gregory L. Ebel | 7,310 | 5/29/2026 | | Each of Cheryl K. Beebe, Timothy S. Gitzel, Emery N. Koenig, Jody L. Kuzneko, Sonya C. Little, David T. Seaton, Kathleen, M. Shanahan, João Roberto Gonçalves Teixeira, Gretchen H. Watkins, and Kelvin R. Westbrook | 4,873 | 5/29/2026 |

  31. 2025 Non-Employee Director Compensation Table

    (4)Reflects dividend equivalent payments for 2025. Dividend equivalents are unfunded, do not bear interest and are not paid unless the shares that are subject to the RSU are issued. (5)Mr. Gitzel and Ms. Kuzenko received their Non-Employee Director Compensation in Canadian Dollars. Amounts paid were converted from U.S. into Canadian Dollars at the Federal Reserve Board - Foreign Exchange Rate on the date of payment.

  32. COMPENSATION DISCUSSION AND ANALYSIS

    CEO 2025 Reported versus Realized Pay: Short-Term Incentive Our Compensation and Human Resources Committee believes it is helpful to look at performance-based compensation from the perspective of the value actually realized compared to the value that was reported. The chart below shows the target annual short-term incentive opportunities for our CEO, as reported, compared to actual payouts, for the period ended on December 31, 2025. (a) The fiscal year 2025 marks the second year of Mr. Bodine’s tenure as President and Chief Executive Officer. (b) Target Award represents the target short-term incentive award as reported for our CEO in the Grant of Plan-Based Awards Table. (c) Realized Award represents the actual short-term incentive award earned based on fiscal years 2024 and 2025 performance, as reported for our CEO in the Summary Compensation Table. 2025 Stockholder Support of Executive Compensation Programs We provide our stockholders with the opportunity to cast a say-on-pay vote each year. At our 2025 Annual Meeting, approximately 93.5% of the votes cast were in favor of the advisory vote to approve the compensation of our NEOs. In view of favorable votes in prior years, we believe that these results demonstrate strong stockholder support for our compensation programs. In light of this strong stockholder support, we did not make material changes to our executive compensation programs for 2025. Stockholder Engagement Our annual outreach program is designed to maintain an ongoing relationship with investors to better understand their issues and perspectives on the Company, including compensation practices. To the extent the Company receives specific comments about executive compensation policies or practices, the Compensation and Human Resources Committee will take them into consideration when making its decisions. We plan to continue the outreach program in years to come.

  33. Executive Compensation Program

    Executive Compensation Program Compensation Philosophy and Program Objectives Our executive compensation program aims to align with our stockholders’ interests by tying executive pay to the successful execution of our long-term strategic plan and achievement of our business objectives, as well as to support our ability to attract, retain and motivate key executives. Within this overall compensation philosophy, our Compensation and Human Resources Committee makes executive officer compensation decisions based on strategic progress, desired business direction, individual achievement and relative positioning within our peer group. Our executive compensation program is designed to build a competitive advantage in a global industry heavily influenced by factors such as fertilizer and other commodity prices. The program is shaped by the realities of a capital-intensive, cyclical and seasonal business with potentially large swings in profitability due to market and other external factors, including: •price, supply and demand of our fertilizer products and the key product inputs; •market prices for end-customer products which have an impact on the demand and/or affordability of products/services; •weather events and patterns affecting crop yields and prices; •raw material and energy costs that affect profit margins; •government fertilizer subsidies and other farm policies; and •environmental regulations and the costs of compliance and risk abatement. As a result, our incentive plans reward the achievement of key financial and operational performance metrics, taking into account the impact of external factors, yet are within the control of management. In 2025, the performance metrics for our annual short-term incentive plan, as discussed under “2025 Short-Term Incentive Performance Metrics” on page 36, remained consistent with those of previous years. In addition to corporate financial metrics which comprise 60% of their target short-term incentive, executive officers continue to have 20% of their short-term incentive target tied specifically to individual strategic goals related to our global strategic priorities, and have 20% tied to our safety and sustainability progress. Program elements are designed to work in concert to meet Mosaic’s business and executive talent objectives in a way that align with the interests of our stockholders. Furthermore, common incentives across the executive officer group promote collaboration, unity of interests and accountability for enterprise results. When evaluating the competitiveness of our program, we look at total direct compensation rather than each element individually. In this way, we are better able to track and manage program costs in the same manner as other business expenses. Elements of Compensation The elements of our executive compensation program for our NEOs include:

  34. Short-Term Incentive Program

    Short-Term Incentive Program Overview Our executive officers and non-sales salaried employees globally participate in annual short-term incentive plans. For executive officers, these metrics are complemented by individual strategic objectives tied to the execution of the Company’s global strategic priorities, which are discussed in “Executing Our Strategy” on page 6. The use of common performance metrics across the executive officer group promote collaboration, unity of interests and accountability for enterprise-wide results. Our NEOs are eligible to earn annual cash incentive compensation under our short-term incentive plan. Short-term incentive opportunities ranged from 75% to 145% of base salary for our NEOs. Cash incentives are awarded in March of each year and are payable only if, and to the degree, we achieve enterprise-wide performance metrics. Our Compensation and Human Resources Committee has the ability to exercise negative discretion to reduce or eliminate payouts under the short-term incentive plan if it deems appropriate. The Compensation and Human Resources Committee (i) evaluated NEOs performance against their strategic goals; and (ii) at the recommendation of the CEO, reduced the awards paid to NEOs due to the safety incident which resulted in a fatality, as discussed in the “2025 Short-Term Incentive Actual Payouts” section beginning on page 38, but did not otherwise apply any discretion in respect of 2025 incentives.

  35. Short-Term Incentive Program

    | Named Executive Officer | 2024 Target Opportunity as % of Base Salary(1) | 2025 Target Opportunity as % of Base Salary | 2025 Target Payout | % of 2025 Target Total Direct Compensation | | Bruce M. Bodine | 140% | 145% | $1,827,000 | 17% | | Luciano Siani Pires | N/A | 90% | $720,000 | 18% | | Karen A. Swager | 75% | 80% | $540,000 | 19% | | Jenny Wang | 75% | 80% | $512,000 | 18% | | Walter F. Precourt III | 75% | 75% | $502,500 | 18% |

  36. Short-Term Incentive Program

    (1) Mr. Siani Pires became a NEO effective January 1, 2025. Accordingly, his 2024 target opportunity is not applicable (N/A). 2025 Short-Term Incentive Performance Metrics The performance metrics utilized in our short-term incentive plan are linked to achievement of our business strategies and indicators of operational excellence while driving stockholder value. We believe these measures promote behaviors that will further our efforts to: (1) improve on our position as a low cost producer of fertilizer products, (2) grow sales and improve margins, including development of new products that improve crop yields, (3) produce strong, consistent cash flow and manage working capital, (4) make progress on our Safety and Sustainability initiatives and performance, (5) make new capital investments that support our strategies, and (6) execute on the annual projects related to the Company’s global strategic priorities. While the NEOs have individual strategic goals, the remainder of their short-term incentive measures are corporate goals.

  37. Short-Term Incentive Program

    | Short-Term Incentive Performance Metrics | Weight | Purpose and Structure | | Incentive Adjusted EBITDA - Price Normalized Earnings(1) | 25% | •Directly linked to operating earnings results through Production Volume, Production Cost, Sales Volume, and Margins as budgeted. •Focus on execution for the annual targets, adjusting the market volatility for both up-side and down-side, keeping leadership and participants focused on the non-price-related aspects of earnings, achieving production targets and managing fixed and variable costs, as well as Company profitability. | | Incentive Free Cash Flow(1) | 25% | •Cash generation is a key priority for the Company. The metric focuses on our ability to generate cash and support our investment grade credit rating. It is essential to improve the company’s capacity to make new investments and/or reduce debt. •Performance targets are developed considering the annual budget and correspond to cash flow expectations communicated to investors. •Targets are derived from budgeted enterprise operating earnings, cash flow from operations and sustaining capital expenditures, replacing certain non-cash items with related cash outlays (e.g., cash taxes vs. accounting taxes). | | Incentive SG&A(1) | 10% | •Focuses on managing non-production expenses, which include headcount, third-party services, consulting, travel, general expenses, and others. | | Safety | 15% | •Focus on three key areas: (i) a lagging safety performance indicator, the Lost Time Injury Frequency Rate (LTIFR), (ii) Corrective Actions, and (iii) measured improvement in four safety culture attributes. Additional details regarding this metric are provided in Appendix A. | | Sustainability | 5% | •Focuses on environmental risk reduction, evaluating projects that drive progress toward the company’s targets, enhance efficiency, optimize resource usage, and contribute to the long-term sustainability of our business. | | Individual Strategic Goals | 20% | •Focuses on achieving key milestones of our global strategic priorities. •Each NEO has two to four specific individual goals which are reviewed and approved by the Compensation and Human Resources Committee and, with respect to the CEO, the Board of Directors, in the first quarter of the year. All of the goals link directly to our global strategic priorities. These goals are intended to be leading indicators of future financial and operational success of the Company. |

  38. Short-Term Incentive Program

    (1) Non-GAAP measures are described in Appendix A to this Proxy Statement. 2025 Short-Term Incentive Performance Levels The financial, safety and sustainability performance metrics used under the short-term incentive plan for our NEOs are aligned with those applicable to our global non-sales salaried employees population. This alignment reinforces focus, consistency and a shared commitment across the organization toward achieving performance objectives that we consider rigorous yet attainable and reflective of expected business results. In addition, our NEOs also have two to four individual strategic goals tied to the achievement of milestones related to our global strategic priorities. The following table provides the 2025 performance metrics under the short-term incentive plan and expected payout at threshold, target and maximum performance levels.

  39. Short-Term Incentive Program

    | Short-Term Incentive Performance Metrics | Threshold | | Target | | Maximum | | | | Performance Level ( if < ) | Payout % of Target | Performance Level | Payout % of Target | Performance Level | Payout % of Target | | Incentive Adjusted EBITDA - Price Normalized Earnings (1)(2) (millions) | $2,015 | —% | $3,358 | 25% | $4,030 | 50% | | Incentive Free Cash Flow (1)(2) (millions) | $327 | —% | $545 | 25% | $654 | 50% | | Incentive SG&A Company-wide (1)(2) (millions) | $408 | —% | $371 | 10% | $333 | 20% | | Safety(2)(3) | | —% | | 15% | | 30% | | Sustainability(2) (no of projects) | 106 | —% | 129 | 5% | 156 | 10% | | Strategic Goals | Not Achieved | —% | Achieved | 20% | Exceptional | 40% | | Subtotal | | —% | | 100% | | 200% | | (1) Non-GAAP measures are described in Appendix A to this Proxy Statement. | | | | | | | | (2) For these performance metrics, linear interpolation is applied when performance falls between threshold and target, and between target and maximum. Once the threshold is met, the payout begins at 20% of target. Target performance results in a 100% payout, and maximum performance results in a 200% payout of target. For any results below threshold, there is no payout. | | | | | | | | (3) The Safety metric has a total weighting of 15% and consists of three performance metrics: (i) LTIFR (weighted at 30%), (ii) Corrective Actions (weighted at 30%), and (iii) Improvements in four safety culture attributes (weighted at 40%). Additional details regarding this metric are provided in Appendix A. | | | | | | |

  40. Short-Term Incentive Program

    2025 Short-Term Incentive Actual Payouts The following tables provide the results for each performance metric for 2025.

  41. Short-Term Incentive Program

    | Corporate Performance Metrics (Weighted at 80% of Target Opportunity) | 2025 Actual Performance | Performance Factor | Metric Weighting | 2025 Actual Payout % of Target | | Incentive Adjusted EBITDA - Price Normalized Earnings (1)(2) (millions) | $2,345 | 40.0% | 25.0% | 9.9% | | Incentive Free Cash Flow (1)(2) (millions) | $(446) | —% | 25.0% | —% | | Incentive SG&A Company-wide (1)(2) (millions) | $383 | 73.0% | 10.0% | 7.3% | | Safety(2)(3) | | 48.7% | 15.0% | 7.3% | | Sustainability(2) (no of projects) | 168 | 200.0% | 5.0% | 10.0% | | Subtotal | | | 80% | 34.5% | | Discretionary Safety Adjustment | | | | (7.3)% | | Adjusted Corporate Goals Subtotal | | | | 27.2% |

  42. Short-Term Incentive Program

    | (1) Non-GAAP measures are described in Appendix A to this Proxy Statement. | | (2) For these performance metrics, linear interpolation is applied when performance falls between threshold and target, and between target and maximum. Once the threshold is met, the payout begins at 20% of target. Target performance results in a 100% payout, and maximum performance results in a 200% payout of target. For any results below threshold, there is no payout. | | (3) The Safety metric has a total weighting of 15% and consists of three performance metrics: (i) LTIFR (weighted at 30%), (ii) Corrective Actions (weighted at 30%), and (iii) Improvements in four safety culture attributes (weighted at 40%). Additional details regarding this metric are provided in Appendix A. |

  43. Short-Term Incentive Program

    | Meeting Individual Strategic Goals (Weighted at 20% of Target Opportunity) | | 2025 Actual Payout % of Target | | Bruce M. Bodine | •Excel Together: maintain an unwavering commitment to safety and environmental performance; Instill a digital mindset to drive efficiency and continuously improve the customer and employee experience; collaborate globally to make decisions that drive enterprise value and progress toward our strategic priorities. •Elevate Mosaic’s Core Business: shape Company’s portfolio to maximize returns; focus investments on resilient opportunities where we have a competitive advantage; increase efficiency and operational reliability to improve production volumes and reduce costs. •Pursue Value-Creating Growth: build strong brand and industry-leading market access to grow performance product and co-product sales and Scale Mosaic Biosciences; develop business options that provide a competitive advantage or reduce risk. | 114.0% | | Luciano Siani Pires | •Capital Reallocation: advance capital reallocation strategic initiatives to enhance ROCE; •Cost Savings: deliver the cost‑savings program and identify initiatives that will generate additional recurring EBITDA gains; •Digital Value Capture: achieve the Global Digital Acceleration target and advance high‑return digital initiatives to drive incremental EBITDA; •Bioscience Growth: advance initiatives to unlock value in the Biosciences business. | 118.8% | | Karen A. Swager | •Asset Rationalization: advance asset rationalization initiatives to improve ROCE and operating efficiency, including the execution of selected strategic projects and planned asset dispositions; •Operational Execution and Productivity: deliver year‑over‑year production improvements in the Phosphate and Potash businesses while achieving targeted production volumes through disciplined operational execution; •Engagement and Culture: advance leadership succession planning for Operations and strengthen execution of the Mosaic Management System to enhance safety performance and operational efficiency. | 88.3% | | Jenny Wang | •Biosciences Revenue Growth: build the Biosciences business platform and drive significant growth in 2025. •Grow Performance Products: increase MicroEssentials sales volume to 49% of phosphate production, up from 47.5% in 2024. •Expand Distribution business in Brazil: complete the execution of the Palmeirante blend unit construction on time and within budget. | 91.7% | | Walter F. Precourt III | •Procurement Strategy: deliver targeted procurement savings while advancing high‑impact sourcing, payment‑term optimization and technology‑enabled spend management initiatives; •Global Enterprise Business Services: advance the transition to an end‑to‑end process‑oriented service model and improve invoice processing stability and on‑time payment performance; •Human Resources Strategy: advance strategic reviews and enhancements to incentive design, performance management and organizational structure, while strengthening internal leadership development; •Public Affairs and Government Relations: develop and secure approval for updated long‑term sustainability targets and refine advocacy priorities to support profitability and the Company’s license to operate. | 125.0% |

  44. Short-Term Incentive Program

    As a result of below-target performance against the Company’s Incentive Adjusted EBITDA - Price Normalized Earnings, SG&A and Safety metrics, performance below threshold for Incentive Free Cash Flow, partially offset by above-target performance on the Sustainability metric and each NEOs individual performance on strategic goals, the NEOs received short-term incentive payouts ranging from 44.8% to 52.2% of target. The actual payout amount for each NEO is set forth below and in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The amounts reflect that, at the recommendation of the CEO, the Compensation and Human Resources Committee exercised negative discretion to reduce the awards paid to NEOs due to a safety incident which resulted in a fatality.

  45. Short-Term Incentive Program

    | Named Executive Officer | 2025 Eligible Earnings ($) | 2025 Target Opportunity % of Base Salary | Corporate Goals Attainment | Discretionary Safety Adjustment | Corporate Goals Attainment After Safety Adjustment (80% wtg.) | Individual Strategic Goal Attainment (20% wtg.) | Total Payout % | 2025 Actual Payout ($) | | Bruce M. Bodine | 1,245,000 | 145% | 34.5% | (7.3)% | 27.2% | 114.0% | 50.0% | 902,100 | | Luciano Siani Pires(1) | 500,000 | 90% | 34.5% | (7.3)% | 27.2% | 118.8% | 50.9% | 229,100 | | Karen A. Swager | 665,000 | 80% | 34.5% | (7.3)% | 27.2% | 88.3% | 44.8% | 238,500 | | Jenny Wang | 630,000 | 80% | 34.5% | (7.3)% | 27.2% | 91.7% | 45.5% | 229,300 | | Walter F. Precourt III | 665,000 | 75% | 34.5% | (7.3)% | 27.2% | 125.0% | 52.2% | 260,200 |

  46. Short-Term Incentive Program

    (1) Mr. Siani Pires 2025 Eligible Earnings and 2025 Actual Payout reported above reflect his earnings as a U.S. employee beginning May 16, 2025, his hire date under the U.S. payroll. For the period from January 1, 2025 through May 15, 2025, during which he was employed under the Brazil payroll, he received a bonus amount in Brazilian reais (BRL) of $825,642. Both amounts are determined based on the performance metrics and actual results disclosed on pages 36 and 37. For illustrative purposes, the bonus amount paid in Brazilian currency represents USD $141,005, based on the foreign exchange rate as of December 31, 2025. The amount of USD $370,105 reported as Non‑Equity Incentive Plan Compensation in the Summary Compensation Table represents the sum of (i) USD $229,100 attributable to Mr. Siani Pires’ U.S. employment period, and (ii) USD $141,005, which reflects the bonus amount paid under the Brazil payroll, converted to U.S. dollars solely for disclosure purposes.

  47. Long-Term Incentive Program

    Long-Term Incentive Program Overview Long-term incentive (LTI) awards are generally made in March of each fiscal year under our 2023 Stock and Incentive Plan (“2023 Plan”). The target value of long-term incentive opportunities for our NEOs varies based on responsibilities of the position, individual contribution to business outcomes, company performance and consideration of market data. In 2025, the awards consisted of 40% RSUs and 60% TSR performance units. One-half of the TSR performance units awarded to our NEOs will be settled in shares of Common Stock and one-half will be settled in cash. The Compensation and Human Resources Committee believes this combination effectively aligns the interests of NEOs with those of our stockholders by tying significant portions of the recipients’ compensation to the market price of our Common Stock while focusing on retention objectives.

  48. Long-Term Incentive Program

    | Named Executive Officer | 2024 LTI Target(1) | 2025 LTI Target | % of 2025 Target Total Direct Compensation | | Bruce M. Bodine | $7,500,000 | $8,000,000 | 72% | | Luciano Siani Pires | N/A | $2,500,000 | 62% | | Karen A. Swager | $1,700,000 | $1,700,000 | 58% | | Jenny Wang | $1,600,000 | $1,700,000 | 60% | | Walter F. Precourt III | $1,600,000 | $1,600,000 | 58% |

  49. Long-Term Incentive Program

    (1) Mr. Siani Pires became a NEO effective January 1, 2025. Accordingly, his 2024 LTI target is not applicable (N/A). RSUs and TSR performance units vest with continued employment through the specified vesting and performance period, respectively, which is generally three years. For TSR performance units, there is an additional one-year holding period on the stock-settled portion of the award. Each type of award includes dividend equivalents, which provide for payment of an amount equal to the dividends paid on an equivalent number of shares of our Common Stock from the date of issuance of each type of award, and which accumulate during the vesting period, but will be paid only with respect to vested units and only when we issue shares of our Common Stock after the awards vest. RSUs and TSR performance units are subject to “double trigger” vesting upon a qualified change-in-control, as described under “Potential Payments upon Termination or Change in Control - Treatment of Long-Term Incentive Awards,” on page 64, and vest upon a participant’s death, disability, retirement at or after age 60 with at least five years of service, or pro-rata vesting due to termination without cause after twelve (12) months of the grant date as described within the award agreement (or pursuant to early retirement with the consent of our Compensation and Human Resources Committee). Time-Based RSUs RSUs compensate participants based on our stockholder return, and are subject to three-year cliff vesting, which means that the executive must remain employed with the Company for the full vesting period in order to earn any payout. As described in the 2025 LTI agreements, if termination without cause should occur after twelve (12) months of the grant date and prior to the full vesting date, a prorated portion of unvested RSUs shall vest based on the number of months of service completed within the total vesting period. TSR Performance Units TSR performance units are performance-based, three-year incentive awards designed to reward executives for creating value for stockholders through Mosaic stock price appreciation and declared dividends. TSR performance units have both upside and downside potential based on positive or negative TSR performance, and they support our retention objectives with their pay for performance sensitivity. For awards granted in 2025, TSR performance units will not be earned by NEOs if the Company does not achieve cumulative positive adjusted net earnings* over the three years completed within the performance period. If cumulative positive adjusted net earnings are achieved, a target payout requires TSR growth of 10%. For example, if at the end of the three-year performance period, our stock price plus the value of dividends paid has increased by 10% from the Starting Value as defined in the award agreement, then the payout will be the target number of units granted. If TSR has increased by 20%, the number of units earned will be 111% of the target number of units granted. Conversely, if TSR has declined by 20%, then just 70% of the target number of units granted will vest. No TSR performance units will be earned by executive officers if we do not achieve positive adjusted net earnings or TSR has declined by more than 40% at the end of the three-year performance period. The maximum number of shares of Common Stock issued or settled in cash is earned if TSR has increased by 100%, and the number of shares of Common Stock issued is limited to 200% of the number of performance units awarded on the grant date; the maximum value of shares issued and cash paid is limited to 400% of the Starting Value as defined in the award agreement. For new awards granted in or after 2023, if termination without cause should occur prior to the full vesting date, a prorated portion of unvested TSR performance units shall vest based on the number of months of service completed within the total vesting period. However, the TSR performance units will be settled at the normal time and still be subject to the performance conditions above. The portion of the award that settles in shares is subject to a one-year holding period following vesting. The following table reflects the range of TSR performance and corresponding payout as a percentage of target performance units, assuming that, for awards granted in 2025, cumulative positive adjusted net earnings are achieved. Performance between these points is interpolated on a straight-line basis.

  50. Long-Term Incentive Program

    | Performance Level | TSR Growth | Payout as % of Target Performance Units | | Maximum | +100% | 200% | | Target | +10% | 100% | | Threshold | (40)% | 50% | | Below Threshold | <(40)% | No Payout |

  51. Long-Term Incentive Program

    TSR performance unit awards granted in 2022 for the 2022 through 2025 performance period which ended on February 28, 2025, paid out at 57.20% of target. Decisions Related to 2026 Long-Incentive Program Beginning with awards granted in 2026, the Company will transition its RSU awards to ratable vesting. This change is intended to support sustained employee engagement and retention and better reflect market practice. The TSR program will include a multiplicative payout modifier that adjusts payouts by +20% or –20% based on the Company’s relative TSR percentile ranking versus a broad market index. This change is intended to strengthen the link between realized compensation and long‑term stockholder value while limiting the volatility that can result from using relative TSR on its own. Responsible Share Usage Our Compensation and Human Resources Committee considers the cost and dilutive implications of long-term incentive grants. Our three-year average annual dilution rate from stock-based incentives is 0.31%. Our three-year average burn rate (defined as the number of option shares plus two times the number of units granted, divided by the total number of shares outstanding as of December 31, 2025) is 0.59%, which is in line with the average burn rate for companies within the basic materials industry.

  52. Executive Compensation Governance

    | Key Roles in Named Executive Officer Compensation Process | | | Compensation and Human Resources Committee (1) | •Reviews and approves all aspects of our executive compensation program •Reviews and recommends to our independent directors the amount and mix of total target direct compensation awarded to our CEO •Annually sets the amount and mix of total direct compensation for the other NEOs •In making or changing its compensation decisions, the Compensation and Human Resources Committee considers: –our compensation philosophy and objectives –advice from its independent compensation consultant –recommendations by our CEO and Chief Administrative Officer –internal and external factors including market data for other NEOs | | | •Periodically reviews Safety and Sustainability matters that are relevant to the Committee’s oversight responsibilities, including the Human Capital report for inclusion in the 2025 10-K Report •In considering its compensation decisions, the Compensation and Human Resources Committee engages an independent compensation consultant as discussed below. | | CEO | •Leads management in furnishing the advice and recommendations requested by the Compensation and Human Resources Committee •Provides perspective on operating the business including attracting, retaining and motivating our workforce, including key executives, and focusing our workforce’s attention on established goals •Annually reviews with and presents recommendations to the Compensation and Human Resources Committee for the compensation of each other executive officer | | Human Resources | •Assists with incentive program design, objectives, metric goals and payout modeling at the direction of the Compensation and Human Resources Committee •Furnishes the Compensation and Human Resources Committee with market data and proxy analyses for market context and other information and analyses as requested •Assists the CEO with proposing pay packages for other NEOs | | Independent Compensation Consultant | •The Compensation and Human Resources Committee has sole authority to retain or replace the independent compensation consultant. The Compensation and Human Resources Committee engaged Pay Governance LLC (“Pay Governance”) to act as its independent compensation consultant. The Compensation and Human Resources Committee assessed the consultants’ independence pursuant to the NYSE listing standards and concluded the engagement did not raise any conflict of interest. In 2025, Pay Governance provided its recommendation to the Corporate Governance and Nominating Committee for the Company’s Non-Employee Director Compensation program in addition to supporting the Compensation and Human Resources Committee’s execution of their responsibilities. •The independent compensation consultant has been retained to provide the following services: –annual compensation market analysis for each of our executive officers –recommendations on our executive compensation program structure and design, including market trends and peer group composition –attendance at and participation in Compensation and Human Resources Committee meetings as requested by our Compensation and Human Resources Committee or its Chair –presentations of and advice regarding trends in executive compensation at each regularly scheduled Compensation and Human Resources Committee meeting –review compensation discussion and analysis section of the proxy –private sessions with the Compensation and Human Resources Committee Chair as requested by the Chair. | | Independent Directors | •Annually review CEO performance •Annually approve mix and amount of CEO total target direct compensation based on performance evaluation •Establish the level of compensation payable to CEO under any employment, severance, change-in-control or similar compensation arrangements •Members of the EHSS Committee furnish the Compensation and Human Resources Committee with recommendations on short-term incentive plan EHS measures. |

  53. Executive Compensation Governance

    | Month | Work Plan, Decision and Actions | | August | •The Committee reviews peer group updates, •evaluates benefits and perquisites, •monitors STIP and LTIP performance, •assesses market trends in preparation for the next cycle, and •the Committee may discuss other executive compensation governance matters, as appropriate. | | December | •The Committee initiates the annual compensation cycle by approving the meeting calendar, •confirming STIP and LTIP designs, •reviewing benchmarking results, •assessing preliminary STIP performance, and •reviewing succession and key talent plans. | | March | •The Committee approves prior-year STIP results and TSR performance unit payouts, •reviews draft CD&A disclosures, •sets new-year performance targets and CEO/NEO goals, and •approves executive compensation adjustments | | May | •The Committee reviews Say-on-Pay results and stockholder feedback, •evaluates compliance with stock ownership guidelines, •considers emerging compensation and governance trends, and •the Committee also discusses other executive compensation governance matters, as needed. |

  54. Executive Compensation Governance

    At each regularly scheduled meeting, the independent compensation consultant provides the Compensation and Human Resources Committee with an overview of trends, regulatory updates, and other significant items involving executive compensation. For large decisions and program changes, management generally presents proposals one meeting in advance of determination to allow the Compensation and Human Resources Committee sufficient time to consider and provide its feedback regarding the proposals. Benchmarking Use of Market Data The Compensation and Human Resources Committee reviews competitive executive compensation data based on a group of comparator or "peer group" companies. The Compensation and Human Resources Committee is also provided with data from general industry surveys prepared by Willis Towers Watson PLC but generally only relies on those to assess its overall compensation practices. Peer group benchmark information is gathered from proxy statement filings and other public disclosures. Peers were chosen by the Compensation and Human Resources Committee, with input from its independent compensation consultant and management, based on the following criteria: comparable industry (mining, chemicals and agriculture), company size (revenues, market capitalization, total assets and number of employees), business model (global producer of commodity products with vertical integration), business imperatives (low cost producer and environmental sustainability), market attributes (price sensitive, reliability of supply and customer service), mutual-peer relationships (companies that also include Mosaic in their peer groups), and comparability of compensation practices. The Committee believes that companies with more comparable business dynamics are most relevant for executive compensation benchmarking, as they may compete with the Company for executive talent, as well as in business operations and access to capital. Annually, the Committee conducts a review of its peer group to ensure consistency with the company's business and characteristics. The current peer group was updated for 2024, and remains in place for 2025.

  55. Executive Compensation Governance

    | 2025 Mosaic Peer Group | | | | Air Products & Chemicals Inc. | DuPont de Nemours, Inc. | Newmont Mining Corp. | | Alcoa Corporation | Eastman Chemical Company | Nutrien Ltd. | | Barrick Gold Corporation | Ecolab Inc. | PPG Industries Inc. | | Celanese Corp. | FMC Corporation | Teck Resources Limited | | CF Industries Holdings, Inc. | Freeport-McMoRan Inc. | Westlake Chemicals Corporation | | Corteva, Inc. | | |

  56. Other Executive Compensation Arrangements, Policies and Practices

    Other Executive Compensation Arrangements, Policies and Practices Expatriate Arrangements Karen Swager Expatriate Agreement. In 2025, we provided benefits to Ms. Swager under an expatriate agreement we entered into with her in 2019, when she assumed leadership of our Potash operations in Canada. Benefits provided in 2025 related to Ms. Swager’s trailing tax obligations from her assignment, which ended in 2020, and included tax consultation and preparation assistance. The benefits we provided to Ms. Swager in 2025 under this agreement are described in footnote 5 of the Summary Compensation Table on page 54. International Relocation Assistance Mr. Siani Pires, who became Executive Vice President and Chief Financial Officer effective January 1, 2025, was permanently transferred from the São Paulo office in Brazil to Mosaic’s headquarters in Tampa, Florida, U.S., on May 16, 2025. In accordance with the Company’s global mobility policy, he was provided relocation benefits to support his move from Brazil to the United States. These benefits included tax consultation and preparation assistance, as well as other one‑time relocation‑related support. The benefits and allowances provided to Mr. Siani Pires are described in footnote 5 of the Summary Compensation Table on page 54. Severance Arrangements We have established senior management severance and change-in-control agreements with each of our NEOs. Our Compensation and Human Resources Committee (and, in the case of our CEO, our independent directors) establishes the terms of these agreements to be consistent with our compensation philosophy and practices. These agreements set forth the terms and conditions upon which our executive officers would be entitled to receive certain benefits upon termination of employment. These agreements are intended to: •Help us attract and retain executive talent in a competitive marketplace; •Enhance the prospects that our executive officers would remain with us and devote their attention to our performance in the event of a potential change in control; •Foster their objectivity in considering a change-in-control proposal; •Facilitate their attention to our affairs without the distraction that could arise from the uncertainty inherent in change-in-control and severance situations; and •Protect our confidential information and prevent unfair competition following a separation of an executive officer’s employment from us. Our severance and change-in-control agreements expired on March 31, 2026 and have been renewed by us and the executive officers for a term that will expire on March 31, 2029, except that following a change-in-control the term would extend to at least the second anniversary of the change-in-control. The severance and change-in-control arrangements are described in more detail under the caption entitled “Potential Payments upon Termination or Change-in-Control” beginning on page 62. Health, Wellness and Retirement Benefits Our NEOs are eligible to participate in employee benefits that are extended to all U.S. salaried employees. In addition, our NEOs are eligible to participate in the Mosaic Non-Qualified Deferred Compensation Plan, which offers restoration benefits to make up for amounts that would have been contributed to the Mosaic 401(k) Plan but for annual contribution limits imposed under the Code. We also maintain a non-qualified equity deferral plan that allows eligible non-employee directors and executive officers, including our NEOs, to defer the receipt of long-term incentive awards (excluding stock options). This plan is described under “Non-Qualified Deferred Compensation” on page 60. No long-term incentive awards paid out to NEOs in 2025 were deferred under this plan. There are additional pension and retirement arrangements in place for Ms. Swager, who was an employee of Cargill before the 2004 business combination between IMC and Cargill’s fertilizer businesses. This arrangement is described under “Pension Benefits” on page 58 and “Potential Payments upon Termination or Change-in-Control - Supplemental Agreement for Cargill International Retirement Plan Participant” on page 62. Perquisites We offer a limited number of perquisites to our NEOs, generally in an effort to remain competitive with similarly situated companies and to enable NEOs to focus on business objectives. Perquisites are reported in the “All Other Compensation” column in the Summary Compensation Table on page 54 and include, among others, the following: •Executive physical exam program; •Reimbursement of financial and tax planning fees, up to $15,000 for the CEO and $12,000 for other NEOs; •Life and disability insurance above the limits imposed by the suppliers of our general employee program; •Relocation reimbursement plan available to all employees including NEOs. The plan provides for reimbursement of relocation costs and a "gross-up" on amounts taxable to the employee; •A corporate travel policy that covers travel expenses of spouses when employee is traveling for business purposes. Our travel policy also generally provides for a “gross-up” for taxes on amounts we reimburse under the policy that are taxable compensation to the employee; •Air Ambulance services in the event of catastrophic injury or illness; and •In limited instances, home security services. Anti-Hedging and Anti-Pledging Policy Our insider trading policy prohibits executive officers and non-employee directors from engaging in hedging or monetization transactions, such as zero cost collars and forward sales contracts which allow an individual to offset any decrease in the market value of Mosaic’s securities or limit such persons ability to profit from an increase in the market value of Mosaic’s securities. Our insider trading policy also prohibits executive officers, non-employee directors and employees from holding shares of our Common Stock in a margin account or pledging the stock as collateral. Policy on Option Grants We have not granted options for several years, and we have no current intention of doing so. As a result, we have not adopted a policy with respect to timing of option grants in relation to the disclosure of material nonpublic information. If, in the future, we determine to grant options, we will consider, at that time, adoption of such a policy. Forfeiture of Incentive Awards for Misconduct ("Clawback") Our Board has adopted an Incentive Compensation Recovery Policy in accordance with the requirements of the SEC and NYSE listing standards. The policy provides for the recovery of erroneously awarded incentive-based compensation from current and former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, covering incentive-based compensation received during the three completed fiscal years preceding the restatement. Recoverable compensation includes compensation granted, earned, or vested based on wholly or in part on financial reporting measures, including stock price and total shareholder return. The policy is administered by the Board or the Compensation and Human Resources Committee and prohibits indemnification for recovered amounts. The Policy is incorporated by reference as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  57. COMPENSATION RISK ANALYSIS

    COMPENSATION RISK ANALYSIS Our Compensation and Human Resources Committee, with the advice of its independent compensation consultant and input from management, has reviewed the design of our employee compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us. Significant factors considered by our Compensation and Human Resources Committee in reaching its conclusion include: •The balance of base pay, short- and long-term incentives, and an emphasis on compensation in the form of long-term incentives that increase along with employees’ levels of responsibility; •A long-term incentive program that for 2025 granted a mix of 40% RSUs and 60% performance units for executive officers which ties performance to stock price and total stockholder return, to mitigate the risk of actions intended to capture short-term stock appreciation gains at the expense of sustainable TSR over the longer-term; •Vesting of long-term incentive awards over a number of years; •Caps on annual cash incentives and the value of the TSR performance unit award; •Stock-settled TSR performance unit awards require an additional one-year holding period; •Broad range of performance metrics we utilize under our short-term incentive plan, which, for executive officers, and employees alike, include both financial and operational goals and, for executive officers, strategic goals, as well; and •Other features in our incentive programs that are intended to mitigate risks from our compensation program, particularly the risk of short-term decision-making. These features include the potential for forfeiture of all types of incentive awards for executives in the event of misconduct as described under “Forfeiture of Incentive Awards for Misconduct (“Clawback”)” on page 47; stock ownership guidelines, including holding period requirements, for our executive officers as described under “Executive Stock Ownership Guidelines” on page 45; and the ability of our Compensation and Human Resources Committee to exercise negative discretion to reduce or eliminate payouts under our short-term incentive plan if it deems appropriate.

  58. CEO PAY RATIO

    CEO PAY RATIO The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO and the annual total compensation of our CEO, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For 2025, our CEO’s annual total compensation of $10,410,935.00, as shown in the Summary Compensation Table on page 54, was estimated to be 203 times our median employee’s total compensation of $51,236.72, calculated in the same manner. Our median employee is one of our Brazilian employees, which we identified using 2025 year-end taxable compensation for all employees, excluding our CEO and the exempted employees described below, as of December 31, 2025, the last day of our payroll year. We annualized the compensation for full-time and part-time permanent employees who were hired on or after June 1, 2025. As permitted by SEC rules, we used the same median employee for 2025 as we used for our 2024 proxy statement. We believe there has been no major changes in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. In addition, our median employee has remained in the same job with similar pay. As of December 31, 2024, we had a total of 13,765 employees of which 3,948 are U.S. and 9,817 are non-U.S. employees. In identifying our median employee, we included all employees employed on a full-time, part-time, temporary or seasonal basis, including those at our joint venture in Peru, except for the following exempted employees. As permitted under SEC regulations, we exempted our non-U.S. employees who are employed in China (167 employees), India (69 employees) Paraguay (50 employees) and Saudi Arabia (8 employees), and who in the aggregate, account for 294 employees, or approximately 2% of our global workforce. Exempting these employees, we have a total of 13,470 U.S. and non-U.S. employees, the population from which the median employee was identified.

  59. CEO PAY RATIO

    | U.S. and non-U.S Employees Included in the Calculation of the Median (excluding the CEO) | | | | Country | Employee Count | Percent of Total Employee Population | | Brazil | 6,815 | 49.51% | | United States | 3,947 | 28.68% | | Canada | 1,988 | 14.44% | | Peru | 720 | 5.23% |

  60. CEO PAY RATIO

    After identifying the median employee, we calculated annual total compensation for that employee using the same methodology we use to determine the total compensation of our NEOs as set forth in the Summary Compensation Table on page 54. The pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  61. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table shows the past five fiscal years’ Summary Compensation Table (“SCT”) pay, Compensation Actually Paid (“CAP”), our cumulative TSR, the cumulative TSR of our peer group over the same period, our net income, and our Adjusted Operating Earnings. As the table below demonstrates, there is a direct relationship between our financial outcomes and CAP to our Principal Executive Officer (“PEO”) and the average of CAP to the remaining NEOs. The Compensation and Human Resources Committee believes that the Company’s pay-for-performance approach is working as designed.

  62. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($)(6)(7) | Adjusted EBITDA ($)(6)(8) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | 10,410,935 | 10,983,095 | 3,031,781 | 3,191,275 | 116.32 | 138.87 | 541 | $2,345 | | 2024 | 9,880,653 | 6,249,396 | 3,473,929 | 1,573,467 | 115.10 | 125.63 | 175 | $2,202 | | 2023 | 11,881,204 | 34,083,294 | 3,562,339 | 8,391,110 | 162.38 | 125.68 | 1,165 | $2,761 | | 2022 | 12,063,106 | 37,592,472 | 3,517,094 | 8,554,327 | 194.22 | 111.67 | 3,583 | $6,200 | | 2021 | 12,297,011 | 41,855,959 | 3,629,671 | 10,030,746 | 172.15 | 127.28 | 1,631 | $3,600 |

  63. PAY VERSUS PERFORMANCE

    (1)The 2024 and 2025 dollar amounts represent the total compensation reported for Mr. Bruce M. Bodine, while the dollars amount reported from 2021 to 2023 correspond to the total compensation for the former CEO, Mr. James (“Joc”) C. O’Rourke, as reported in the “Total” column of the SCT for each respective year. (2)The dollar amounts reported represent the amount of CAP to Mr. Bodine (fiscal year 2024 and 2025) and for Mr. O’Rourke (fiscal years 2021 - 2023), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bodine and Mr. O’Rourke during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “PEO SCT Total to CAP Reconciliation” table displays the adjustments made to Mr. Bodine’s total compensation (for fiscal year 2024 and 2025) and Mr. O’Rourke’s total compensation (for fiscal year 2021-2023) to determine the CAP. (3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Luciano Siani Pires, Karen A. Swager, Jenny Wang, and Walter F. Precourt III (ii) for 2024, Clint C. Freeland, Karen A. Swager, Jenny Wang, Walter F. Precourt III and Corrine D. Ricard (iii) for 2023, Clint C. Freeland, Bruce M. Bodine, Karen A. Swager, and Corrine D. Ricard, (iv) for 2022 and 2021, Messrs. Freeland, Bodine, and Walter F. Precourt III and Ms. Ricard. (4)The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Non-PEO SCT Total to CAP Reconciliation” table displays the adjustments made to the average of the NEOs’ (excluding the PEO) total compensation for each year to determine the CAP. (5)Standard & Poor’s Materials Index. (6)In millions. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)The Company‑Selected Measure reflects the most important financial performance measure used to link compensation actually paid to performance for each respective year. For fiscal year 2025, the measure is price‑normalized Adjusted EBITDA. For fiscal years prior to 2025, the measure reflects Adjusted EBITDA, as price‑normalized Adjusted EBITDA was not calculated for those periods. PEO SCT Total to CAP Reconciliation:

  64. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total ($) | Less: Reported Fair Value of Equity Awards ($) | Plus: Year-End Fair Value of Equity Awards Granted in the Year ($) | Plus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($) | Plus: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | CAP ($) | | 2025 | 10,410,935 | (8,000,000) | 8,882,049 | (454,449) | 144,550 | 10,983,095 | | 2024 | 9,880,653 | (7,499,979) | 5,603,269 | (1,202,576) | (531,971) | 6,249,396 | | 2023 | 11,881,204 | (8,726,167) | 5,305,507 | (4,198,304) | 29,821,054 | 34,083,294 | | 2022 | 12,063,106 | (8,311,276) | 6,423,586 | 11,881,021 | 15,536,035 | 37,592,472 | | 2021 | 12,297,011 | (7,919,369) | 12,030,989 | 23,482,220 | 1,965,108 | 41,855,959 |

  65. PAY VERSUS PERFORMANCE

    Non-PEO Average SCT Total to Average CAP Reconciliation:

  66. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total ($) | Less: Reported Fair Value of Equity Awards ($) | Plus: Year-End Fair Value of Equity Awards Granted in the Year ($) | Plus: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($) | Plus: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Less: Reported Change in the Actuarial Present Value of Pension Benefits ($)1 | CAP ($) | | 2025 | 3,031,781 | (1,875,000) | 2,081,736 | (126,909) | 81,842 | (2,175) | 3,191,275 | | 2024 | 3,473,929 | (1,820,012) | 1,456,084 | (1,093,664) | (446,971) | 4,100 | 1,573,467 | | 2023 | 3,562,339 | (2,093,931) | 1,399,295 | (909,704) | 6,417,162 | 15,950 | 8,391,110 | | 2022 | 3,517,094 | (1,827,948) | 1,412,777 | 2,567,929 | 2,853,550 | 30,925 | 8,554,327 | | 2021 | 3,629,671 | (1,685,544) | 2,560,654 | 4,948,624 | 581,791 | (4,450) | 10,030,746 |

  67. PAY VERSUS PERFORMANCE

    (1)The pension plan(s) under which benefits accrued were frozen prior to 2020. As a result there are no service costs to be added in determining PEO and Non-PEO NEO Average CAP. Likewise, we did not deduct the reported change in the actuarial present value of pension benefits. Relationship Between Company TSR and Peer Group TSR The graph below displays the relationship between the Company’s TSR versus the TSR of its peer group. The Company’s TSR significantly outperformed its peer group during most of the period presented. CAP vs. Company and Peer Group TSR The graph below shows the relationship between the PEO’s and average NEOs’ CAP versus TSR and demonstrates the critical role of equity grants and the impact of our stock price on our executives’ pay. CAP vs. Net Income and Adjusted EBITDA The graph below shows the relationship between the PEO’s and average NEOs’ CAP versus Net Income and Adjusted EBITDA which illustrates the impact of these measures on compensation. Company Selected Financial Performance Metrics The following are the financial performance metrics deemed most important by the Compensation and Human Resources Committee to link CAP to Mosaic NEO to the Company’s performance for 2025:

  68. PAY VERSUS PERFORMANCE

    | Total Shareholder Return | | Adjusted EBITDA | | Free Cash Flow | | SG&A |

  69. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Bruce M. Bodine(6) | 2025 | 1,245,000 | 7,999,990 | 902,100 | — | 263,845 | 10,410,935 | | President and Chief Executive Officer | 2024 | 1,200,000 | 7,499,979 | 915,600 | — | 265,074 | 9,880,653 | | | 2023 | 636,250 | 1,869,912 | 226,000 | — | 275,425 | 3,007,587 | | Luciano Siani Pires(7) | 2025 | 802,564 | 2,499,990 | 370,105 | — | 176,737 | 3,849,396 | | Executive Vice President and Chief Financial Officer | | | | | | | | | Karen A. Swager (8) | 2025 | 665,000 | 1,699,999 | 238,500 | 8,700 | 205,620 | 2,817,819 | | Executive Vice President - Operations | 2024 | 635,000 | 1,700,019 | 254,626 | (1,500) | 229,482 | 2,588,145 | | | 2023 | 593,333 | 2,162,090 | 191,500 | (25,600) | 672,789 | 3,594,112 | | Jenny Wang (9) | 2025 | 630,000 | 1,699,999 | 229,300 | — | 167,970 | 2,727,269 | | Executive Vice President - Commercial | 2024 | 600,000 | 1,900,032 | 242,841 | — | 182,723 | 2,925,596 | | Walter F. Precourt III(10) | 2025 | 665,000 | 1,600,024 | 260,200 | — | 207,429 | 2,732,653 | | Senior Vice President and Chief Administrative Officer | 2024 | 643,750 | 1,600,020 | 267,791 | — | 214,490 | 2,726,051 | | | 2023 | 616,250 | 1,662,080 | 205,000 | — | 257,916 | 2,741,246 |

  70. EXECUTIVE COMPENSATION TABLES

    (1) Includes any amounts deferred at the officer’s election to the officer’s account under our qualified and non-qualified defined contribution retirement plans. (2) Reflects the grant date fair value for each NEOs grants of RSUs and TSR performance units in the applicable fiscal year, in each case determined in accordance with FASB ASC 718. Includes the value of any awards deferred under our non-qualified equity deferral plan. In accordance with SEC rules, the grant date fair value for performance units excludes the effect of estimated forfeitures. The assumptions used in the valuation are discussed in note 21 to our audited financial statements, which are included in our 2025 10-K report. TSR performance units granted in 2025 assume target-level performance against the specified goals. The table below shows the value of the TSR performance units granted in 2025 assuming that the highest level of performance will be achieved:

  71. EXECUTIVE COMPENSATION TABLES

    | Name | Value of TSR Performance Units at Grant Date Assuming Highest Level of Performance Achieved ($)(a) | | | Bruce M. Bodine | | 24,838,356 | | Luciano Siani Pires | | 7,761,892 | | Karen A. Swager | | 5,278,121 | | Jenny Wang | | 5,278,121 | | Walter F. Precourt III | | 4,967,757 |

  72. EXECUTIVE COMPENSATION TABLES

    (a) Assumes the maximum number of shares permitted to be issued or settled in cash, which occurs when (i) TSR has increased by 100%, and (ii) the 30-trading day average price of a share of our Common Stock plus dividends, or ending value, is at least $107.84 when the performance units vest. The maximum number of shares actually issued is subject to reduction so that it is no more than 200% of the number of performance units awarded on the grant date. The amount of cash paid, or number of shares issued multiplied by the ending value, cannot exceed $107.84 (400% of the Starting Value) multiplied by the number of performance units awarded. (3)Reflects awards under our short-term incentive plan. We have included additional information about our short-term incentive plan, including the performance metrics for 2025 and the levels of performance that were achieved, under “Short-Term Incentive Program” beginning on page 36, in our Compensation Discussion and Analysis. (4)Includes the aggregate increase or decrease in the actuarial value of pension benefits for 2025, 2024, and 2023 under Cargill’s U.S. salaried employees’ pension plan, and the decrease for Ms. Swager in 2023. No non-qualified deferred compensation earnings are reflected in this column because our deferred compensation arrangements do not offer above-market earnings. (5)The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2025:

  73. EXECUTIVE COMPENSATION TABLES

    | | Bruce M. Bodine | Luciano Siani Pires | Karen A. Swager | Jenny Wang | Walter F. Precourt III | | Company Contributions to Defined Contribution Plans(a) | $159,812 | $— | $150,084 | $129,592 | $155,943 | | Executive Physical Program | $8,898 | $— | $2,641 | $7,500 | $— | | Executive Financial and Tax Planning | $13,455 | $— | $12,000 | $2,400 | $12,000 | | Life and Disability Premiums | $10,945 | $8,162 | $12,429 | $15,866 | $13,421 | | Tax Reimbursements(b) | $— | $27,943 | $— | $— | $— | | Expatriate Expenses(c) | $— | | $2,400 | $— | $— | | Dividend Equivalents(d) | $28,588 | $— | $26,065 | $12,613 | $26,065 | | Security(e) | $40,711 | $— | $— | $— | $— | | Relocation Expenses(f) | $— | $99,606 | $— | $— | $— | | Vacation Payout(g) | — | $41,026 | — | — | — | | Spousal Travel(h) | $1,436 | $— | $— | $— | $— | | Total | $263,845 | $176,737 | $205,620 | $167,970 | $207,429 |

  74. EXECUTIVE COMPENSATION TABLES

    (a)Reflects our contributions for NEOs to the Mosaic 401(k) Plan, a defined contribution plan qualified under Section 401(k) of the Code. Also reflects contributions that we would have made under the Mosaic 401(k) Plan that exceed limitations for tax-qualified plans under the Code that are contributed to the Mosaic Non-Qualified Deferred Compensation Plan. We have included additional information the Mosaic Non-Qualified Deferred Compensation Plan under “Non-Qualified Deferred Compensation” on page 60. (b)Tax reimbursement associated with Mr. Siani Pires’s relocation. (c)For Ms. Swager, $2,400 of miscellaneous expenses related to her assignment (tax consultation and preparation assistance). (d) Includes dividend equivalents accumulated during the vesting period and paid upon vesting of RSUs and TSR performance units in 2025. (e) Includes cost of limited household security approved by the Board for Mr. Bodine. (f) Relocation expenses include a $66,666 one-time moving expense, $29,334 for “gross-up” payments, $2,500 for loss on the sale of an auto, and $1,107 for a medical exam for Mr. Siani Pires and his spouse. (g) In connection with Mr. Siani Pires permanent relocation from Brazil to the United States, Mr. Siani Pires received a payment for accrued but unused vacation earned while employed under the Brazil payroll, as required under applicable Brazilian labor legislation. (h) Reflects amounts under our travel policy for flights by Mr. Bodine’s spouse to accompany them on business trips related to site visits and industry conferences. (6)The 2024 and 2025 fiscal year amounts reflect Mr. Bodine's compensation as President and Chief Executive Officer. The 2023 fiscal year amounts represent Mr. Bodine's compensation as President and Chief Executive Officer prior to his promotion, effective January 1, 2024. (7)From January 1, 2025 through May 15, 2025, Mr. Siani Pires was employed under the Brazil payroll and received base salary in Brazilian reais (BRL) of $1,771,622.50 and accrued but unused vacation pay of BRL $240,220.00. For reporting purposes, these amounts were converted to U.S. dollars using a BRL‑to‑USD exchange rate of 5.8554 BRL of each USD (60‑day average from October 4 to December 31, 2024), resulting in USD $302,563.97 (included in 2025 Salary) and USD $41,025.62 (in 2025 All Other Compensation), respectively. For the period from January 1, 2025 through May 15, 2025, during which he was employed under the Brazil payroll, he received a bonus amount of BRL $825,642. The bonus amount was determined based on the performance metrics and actual results disclosed on pages 36 and 37. For illustrative purposes, the bonus amount paid in Brazilian currency represents USD $141,005 (included in 2025 Non-Equity Incentive Plan Compensation), based on the foreign exchange rate as of December 31, 2025. (8)The 2023 fiscal year was Ms. Swager's first year as a NEO. She was promoted to Executive Vice President – Operations on November 1, 2023. (9)The 2024 fiscal year was Ms. Wang's first year as a NEO. She was promoted to Executive Vice President – Commercial on January 1, 2024. (10)Mr. Precourt was not a NEO during the 2023 fiscal year. Grants of Plan-Based Awards The following table provides information about awards under our short-term incentive plan, and grants of RSUs and TSR performance units to each of our NEOs for 2025. We did not grant any other award under any equity or non-equity incentive plan in 2025 that would be paid out in a future fiscal year.

  75. EXECUTIVE COMPENSATION TABLES

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Thres-hold (#) | Target (#) | Maximum (#) | | | | Bruce M. Bodine | — | 292,451 | 1,805,250 | 3,610,500 | — | — | — | — | — | | | 3/4/2025 | — | — | — | — | — | — | 138,648 | 3,199,996 | | | 3/4/2025 | — | — | — | 57,582 | 115,163 | 230,326 | — | 2,399,997 | | | 3/4/2025 | — | — | — | 57,582 | 115,163 | 230,326 | — | 2,399,997 | | Luciano Siani Pires | — | 117,014 | 450,000 | 900,000 | — | — | — | — | — | | | 3/4/2025 | — | — | — | — | — | — | 43,328 | 1,000,010 | | | 3/4/2025 | — | — | — | 17,994 | 35,988 | 71,976 | — | 749,990 | | | 3/4/2025 | — | — | — | 17,994 | 35,988 | 71,976 | — | 749,990 | | Karen A. Swager | — | 86,184 | 532,000 | 1,064,000 | — | — | — | — | — | | | 3/4/2025 | — | — | — | — | — | — | 29,463 | 680,006 | | | 3/4/2025 | — | — | — | 12,236 | 24,472 | 48,944 | — | 509,996 | | | 3/4/2025 | — | — | — | 12,236 | 24,472 | 48,944 | — | 509,996 | | Jenny Wang | — | 81,648 | 504,000 | 1,008,000 | — | — | — | — | — | | | 3/4/2025 | — | — | — | — | — | — | 29,463 | 680,006 | | | 3/4/2025 | — | — | — | 12,236 | 24,472 | 48,944 | — | 509,996 | | | 3/4/2025 | — | — | — | 12,236 | 24,472 | 48,944 | — | 509,996 | | Walter F. Precourt III | — | 80,798 | 498,750 | 997,500 | — | — | — | — | — | | | 3/4/2025 | — | — | — | — | — | — | 27,730 | 640,008 | | | 3/4/2025 | — | — | — | 11,517 | 23,033 | 46,066 | — | 480,008 | | | 3/4/2025 | — | — | — | 11,517 | 23,033 | 46,066 | — | 480,008 |

  76. EXECUTIVE COMPENSATION TABLES

    (1)Amounts in these columns represent potential payouts under the short-term incentive plan calculated based on executive`s 2025 eligible earnings. Actual amounts paid are shown in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table. We have included additional information about our short-term incentive plan, under “Short-Term Incentive Program” beginning on page 36 in our Compensation Discussion and Analysis. (2)Amounts in these columns represent the potential number of performance units that may be earned and vested based on absolute TSR performance, with the cash- and stock-settled awards listed separately. We have included additional information about these awards under “Long-Term Incentive Program” beginning on page 40. (3)Amounts in this column represent the number of RSUs awarded to each NEO under our “Long-Term Incentive Program” as described beginning on page 40 in our Compensation Discussion and Analysis. (4)Amounts in this column reflect the grant date fair value of the applicable award as determined in accordance with FASB ASC 718. In accordance with SEC rules, the grant date fair value for TSR performance units excludes the effect of estimated forfeitures. The assumptions used in valuing these long-term incentives are described in note 21 to our audited financial statements, which are included in our 2025 10-K Report. The grant date fair market value of TSR performance units is determined using a Monte Carlo simulation model. The grant date fair value of the RSUs is equal to the closing price of one share of our Common Stock on the date of grant, multiplied by the number of RSUs granted. For a discussion of the material terms of these short- and long-term incentive awards, see the “Compensation Discussion and Analysis.” Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the outstanding equity awards held by the NEOs as of December 31, 2025.

  77. EXECUTIVE COMPENSATION TABLES

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Bruce M. Bodine | 17,921 | — | 28.49 | 3/3/2026 | 13,704(3) | 330,129 | 10,940(4) | 263,545(4) | | | 25,227 | — | 30.42 | 3/2/2027 | 96,031(5) | 2,313,387 | 10,940(6) | 263,545(6) | | | | | | | 138,648(7) | 3,340,030 | 72,510(8) | 1,746,766(8) | | | | | | | | | 72,510(9) | 1,746,766(9) | | | | | | | | | 115,163(10) | 2,774,277(10) | | | | | | | | | 115,163(11) | 2,774,277(11) | | Luciano Siani Pires | — | — | — | — | 15,498(5) | 373,347 | 11,848(8) | 285,418(8) | | | | | | | 43,328(7) | 1,043,772 | 11,848(9) | 285,418(9) | | | | | | | | | 35,988(10) | 866,951(10) | | | | | | | | | 35,988(11) | 866,951(11) | | Karen A. Swager | — | — | — | — | 12,181(3) | 293,440 | 9,724(4) | 234,251(4) | | | | | | | 15,485(12) | 373,034 | 9,724(6) | 234,251(6) | | | | | | | 21,767(5) | 524,367 | 16,436(8) | 395,943(8) | | | | | | | 29,463(7) | 709,764 | 16,436(9) | 395,943(9) | | | | | | | | | 24,472(10) | 589,530(10) | | | | | | | | | 24,472(11) | 589,530(11) | | Jenny Wang | | | | | 7,613(3) | 183,397 | 6,078(4) | 146,419(4) | | | | | | | 8,224(13) | 198,116 | 6,078(6) | 146,419(6) | | | | | | | 20,487(5) | 493,532 | 15,469(8) | 372,648(8) | | | | | | | 29,463(7) | 709,764 | 15,469(9) | 372,648(9) | | | | | | | | | 24,472(10) | 589,530(10) | | | | | | | | | 24,472(11) | 589,530(11) | | Walter F. Precourt III | — | — | — | — | 12,181(3) | 293,440 | 9,724(4) | 234,251(4) | | | | | | | 20,487(5) | 493,532 | 9,724(6) | 234,251(6) | | | | | | | 27,730(7) | 668,016 | 15,469(8) | 372,648(8) | | | | | | | | | 15,469(9) | 372,648(9) | | | | | | | | | 23,033(10) | 554,865(10) | | | | | | | | | 23,033(11) | 554,865(11) |

  78. EXECUTIVE COMPENSATION TABLES

    (1)The exercise price for all stock options is the closing price of our Common Stock on the date of grant. (2)The amounts for RSUs were calculated by multiplying the closing market price of one share of our Common Stock on December 31, 2025, $24.09 per share, by the number of unvested shares. (3)These RSUs vested on March 9, 2026. (4)These performance units vested on March 9, 2026, with stock-settled shares to be subject to a one-year holding period. Amounts shown assume that i) the adjusted net earnings are positive and ii) 10% TSR growth, each over a three-year performance period ending on February 28, 2026. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2025. (5)These RSUs vest on March 5, 2027. (6)These performance units vested on March 9, 2026, and will be settled in cash. Amounts shown assume that i) adjusted net earnings are positive; and ii) 10% TSR growth, each over a three-year performance period ending on February 28, 2026. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2025. (7)These RSUs vest on March 4, 2028. (8)These performance units vest on March 5, 2027, with stock-settled shares to be subject to a one-year holding period. Amounts shown assume that i) the adjusted net earnings are positive and ii) 10% TSR growth, each over a three-year performance period ending on February 28, 2027. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2025. (9)These performance units vest on March 5, 2027, and will be settled in cash. Amounts shown assume that i) adjusted net earnings are positive; and 10% TSR growth, each over a three-year performance period ending on February 28, 2027. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2025. (10)These performance units vest on March 4, 2028, with stock-settled shares to be subject to a one-year holding period. Amounts shown assume that i) the adjusted net earnings are positive and ii) 10% TSR growth, each over a three-year performance period ending on February 28, 2028. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2025. (11)These performance units vest on March 4, 2028, and will be settled in cash. Amounts shown assume that i) adjusted net earnings are positive; and 10% TSR growth, each over a three-year performance period ending on February 28, 2028. In accordance with SEC rules, the number of shares shown assumes that performance will achieve the target level and the dollar amount shown is based on the number of shares shown times the closing price of a share of our Common Stock on December 31, 2025. (12)These RSUs vest on November 1, 2026. (13)These RSUs vest on January 1, 2027. Option Exercises and Stock Vested in 2025 The following table and accompanying notes set forth information about stock options that the NEOs exercised during 2025 and RSUs and TSR performance units of the NEOs that vested during 2025. There were no stock options exercised by the NEOs during 2025.

  79. EXECUTIVE COMPENSATION TABLES

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(3) | | Bruce M. Bodine | — | — | 23,033 | $579,961 | | Luciano Siani Pires | — | — | — | — | | Karen A. Swager | — | — | 21,001 | 528,795 | | Jenny Wang | — | — | 10,160 | 255,860 | | Walter F. Precourt III | — | — | 21,001 | 528,795 |

  80. EXECUTIVE COMPENSATION TABLES

    (1)TSR stock-settled performance unit awards granted in 2022 for the 2022 through 2025 performance period, vested in March 2025 and paid out at 57.20% of target, reflecting the growth in our stock price between their grant date and the end of the performance period. Pursuant to the terms of the award agreement, 5,408 shares issued to Mr. Bodine; 4,931 issued to Ms. Swager; 2,385 shares issued to Ms. Wang; and 4,931 shares issued to Mr. Precourt were subject to a one-year holding period which expired on March 4, 2026. (2)TSR cash-settled performance unit awards granted in 2022 for the 2022 through 2025 performance period, vested in March 2025 and paid out at 57.20% of target, reflecting the growth in our stock price between their grant date and the end of the performance period. On the vesting date, we paid the fair market value equal to the closing price of one share of our Common Stock on the vesting date multiplied by 5,408 shares issued to Mr. Bodine; 4,931 issued to Ms. Swager; 2,385 shares issued to Ms. Wang; and 4,931 issued to Mr. Precourt. (3)Amounts shown in this column are calculated by multiplying the number of shares vested times the closing price of one share of our Common Stock on the applicable vesting date. Pension Benefits Cargill Pension Plans Ms. Swager who was an employee of Cargill before the 2004 combination between IMC and Cargill’s fertilizer businesses, participate in Cargill’s U.S. salaried employees’ pension plan, which prior to 2017, were combined into a single plan; effective January 1, 2017, was split into two plans; and, effective December 31, 2022, were combined into a single plan, with no resulting impact on the plan provisions or benefits payable. The Cargill U.S. salaried employees’ pension plan is a tax-qualified defined benefit pension plan under the provisions of the Code. Benefits under the plan are generally based on years of service and final average salary prior to termination of employment or retirement. No additional years of credited service are accrued under Cargill’s U.S. salaried employees’ pension plan for Ms. Swager after December 31, 2004. Accordingly, her total credited years of service primarily reflects service with Cargill, while her credited years of service for employment at Mosaic includes only the period from the October 22, 2004 business combination between IMC and the fertilizer businesses of Cargill through December 31, 2004. However, additional years of vesting service are credited for the purpose of determining eligibility to retire, and covered compensation for purposes of determining benefits under Cargill’s U.S. salaried employees’ pension plan for Ms. Swager includes post-combination compensation that we paid through December 31, 2018. The following table and accompanying narrative and notes provide information about Ms. Swager’s participation in Cargill’s U.S. salaried employees’ pension plan. In the “Change in Pension Values and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table on page 54 we have included the changes for 2025 with respect to Ms. Swager. In the “Less: Reported Change in the Actuarial Present Value of Pension Benefits” column in the Non-PEO Average SCT Total to Average CAP Reconciliation table on page 51, we have included the changes for 2025 with respect to Ms. Swager. 2025 Pension Benefits Table

  81. EXECUTIVE COMPENSATION TABLES

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Karen A. Swager (1) | Cargill, Incorporated and Associated Companies Salaried Employees' Pension Plan | 11 | 299,500(2) |

  82. EXECUTIVE COMPENSATION TABLES

    (1)Annual benefits for Ms. Swager under the Cargill U.S. salaried employees’ pension plan are equal to 0.80% of final average salary plus 0.35% of final average salary in excess of Covered Compensation (as defined for Social Security purposes), all times years of service. Years of service are limited to (i) 40 years for the 0.80% component of the benefit, and (ii) 35 years for the 0.35% component of the benefit. Service is frozen for Ms. Swager as of December 31, 2004, and final average salary and covered compensation are as of December 31, 2018, the date on which benefits under the plan were frozen. Normal retirement benefits under Cargill’s U.S. salaried employees’ pension plan are payable at age 65 and participants may retire with reduced retirement benefits under the plan once they are age 60. Once they are age 55, they may retire early and receive benefits that are reduced based on the percentages specified in the table below for each year that the payments start prior to age 60. Ms. Swager was age 55 and had 32 years of credited vesting service at December 31, 2025.

  83. EXECUTIVE COMPENSATION TABLES

    | Years of Credited Vesting Service | Per Year Reduction Percentage | | 35 or more | 3% | | 30 – 34 | 4% | | 25 – 29 | 5% | | 20 – 24 | 6% | | 15 – 19 | 7% |

  84. EXECUTIVE COMPENSATION TABLES

    The normal form of payment of the annual benefit is a straight life annuity payable at age 65. Optional benefit forms include actuarial equivalent joint and survivor and 10-year certain and life annuities. A lump sum payment is offered only if the actuarial equivalent value of the benefit is $25,000 or less. The credited years of service for Ms. Swager under the Cargill U.S. salaried employees’ pension plan include her service with Cargill. Their benefits under the plan are fully vested. Compensation Used to Determine Pension Benefits Under Cargill’s U.S. salaried employees pension plan, eligible compensation consists of base salary. Eligible compensation was limited under the Code to $350,000 for calendar 2025. Under Cargill’s international retirement plan, eligible compensation consists of base salary (and in the case of salespeople compensated on the basis of salary or sales bonuses, their commissions) but excluding any other remuneration. Valuation Assumptions The amounts listed in the “Present Value of Accumulated Benefit” column of the Pension Benefits Table and the amounts listed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table on page 54 and in the “Less: Reported Change in the Actuarial Present Value of Pension Benefits” column in the Non-PEO Average SCT Total to Average CAP Reconciliation table on page 51, are based on the following assumptions: •discount rates of 5.66% for the present value calculation as of December 31, 2025, 5.49% for the present value calculation as of December 31, 2024, 5.13% for the present value calculation as of December 31, 2023 and 4.37% for the present value calculation as of December 31, 2022, respectively, and post-retirement mortality using the Mercer Industry Longevity Experience Study table for the Consumer Goods, Food and Drink industry group projected using Scale MMP-2021 and no collar adjustments as of December 31, 2024 and 2025; •retirement at the age of 60 for Ms. Swager under the Cargill U.S. salaried employees’ pension plan, which is the earliest age that any NEO may retire with unreduced retirement benefits under that plan; and •expected terminations, disability and pre-retirement mortality: none assumed. The present values of the accrued benefits were calculated as of December 31, 2025, the date used by Cargill in determining its charges to us for Cargill’s U.S. salaried employees pension plan. (2)This amount is an estimate and does not necessarily reflect the actual amount that will be paid to Ms. Swager, which will only be known when she becomes eligible for payment.

  85. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below sets forth the contributions, earnings and distributions for 2025 and balances at December 31, 2025 for each of the NEOs under the Mosaic Non-Qualified Deferred Compensation Plan.

  86. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($)(2) | Aggregate Earnings in 2025 ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at 12/31/2025 ($)(5) | | Bruce M. Bodine | 129,636 | 113,587 | 381,493 | — | 2,277,064 | | Luciano Siani Pires | — | — | — | — | — | | Karen A. Swager | 55,178 | 103,859 | 103,919 | — | 1,876,289 | | Jenny Wang | 174,568 | 80,206 | 409,480 | — | 3,041,714 | | Walter F. Precourt III | 254,133 | 109,718 | 289,062 | (226,810) | 3,938,290 |

  87. Non-Qualified Deferred Compensation

    (1)These amounts are included as part of the compensation shown for the NEO in the “Salary” or “Non-Equity Incentive Plan Compensation” column for 2025 in the Summary Compensation Table. (2)These amounts represent Company restoration contributions under the Mosaic Non-Qualified Deferred Compensation Plan. The amount contributed equals the amount that would have been contributed to our tax-qualified defined contribution plan for the NEO that exceeds limitations for tax-qualified plans under the Code. These amounts are included as part of the compensation shown for the NEO in the “All Other Compensation” column for 2025 in the Summary Compensation Table. (3)These amounts represent earnings on each NEOs account balance for 2025. Gains and losses accrue at rates equal to those on various deemed investment alternatives selected by the participant, which alternatives are described below and generally the same as the investment alternatives available under the Mosaic 401(k) Plan, except that our Common Stock is excluded. None of these amounts are included in compensation reported in the Summary Compensation Table because none of the earnings are considered to be above market. At December 31, 2025, accounts of the NEOs were deemed to be invested in the following funds:

  88. Non-Qualified Deferred Compensation

    | MMFS International Equity 3A | Vanguard Institutional Target Retirement 2020 Fund Institutional Shares | | DFA Emerging Markets Core Equity 2 Portfolio Institutional Class | Vanguard Institutional Target Retirement 2025 Fund Institutional Shares | | T. Rowe Price Institutional Large Cap Growth Fund | Vanguard Institutional Target Retirement 2030 Fund Institutional Shares | | T. Rowe Price Institutional Small-Cap Stock Fund | Vanguard Institutional Target Retirement 2035 Fund Institutional Shares | | Oakmark Fund Investor Class | Vanguard Institutional Target Retirement 2040 Fund Institutional Shares | | Prudential Core Plus Bond Fund | Vanguard Institutional Target Retirement 2050 Fund Institutional Shares | | State Street Global All Cap Equity Ex-U.S. Index Securities | Vanguard Institutional Target Retirement 2055 Fund Institutional Shares | | State Street Russell Small/Mid Cap Index Securities | Vanguard Institutional Target Retirement 2065 Fund Institutional Shares | | State Street S&P 500 Index | Vanguard Retirement Savings Trust III | | | Vanguard Target Retirement Income Trust I |

  89. Non-Qualified Deferred Compensation

    The return on these funds ranged from 2.73% to 32.70% in 2025. (4)These amounts are payments made to each NEO from his or her account in 2025. (5)The table below sets forth the amounts of executive and Company contributions reported for the NEOs in the Summary Compensation Table in our Proxy Statement for any prior year:

  90. Non-Qualified Deferred Compensation

    | Name | Contributions | | Bruce M. Bodine | $380,605 | | Luciano Siani Pires | $0 | | Karen A. Swager | $106,652 | | Jenny Wang | $145,140 | | Walter F. Precourt III | $1,397,151 |

  91. Non-Qualified Deferred Compensation

    Executive officers may defer up to 80% of their base salary and payout under our short-term incentive plan. Each participant in the Mosaic Non-Qualified Deferred Compensation Plan may choose how and when to receive payments of the portion of the participant’s account balance that results from the participant’s own contributions. A participant may choose to receive payments of this portion of the participant’s account balance on a specified date in a lump sum or in annual installments for up to ten years beginning on a date specified by the participant. If no election is made, payment is made in a lump sum after termination of employment. The portion of the participant’s account balance that results from our contributions is payable after termination of employment. We also maintain an unfunded non-qualified equity deferral plan under which eligible executive officers who we select, including our NEOs, may elect to contribute all or a portion of their long-term incentive awards (excluding stock options) to the plan. Contributions are made on a tax-deferred basis until distribution in accordance with a payment schedule selected by the participant at the time a deferral election is made. Awards settled in shares of our Common Stock are subject to the terms and conditions of our 2014 and 2023 Stock and Incentive Plan and the applicable award agreement. Awards to be settled in cash will be credited with interest as provided in the plan. No long-term incentive awards distributed to NEOs in 2025 were deferred under the plan.

  92. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control General Benefits In general, upon any termination of employment, an NEO is entitled to amounts earned but that we have not paid. These amounts include: •base salary for services through the date of termination; •bonus amounts earned through the date of termination; •vested stock options; •compensation deferred by the NEO and earnings on that deferred compensation; •vested benefits under defined benefit retirement plans as described above under “Pension Benefits” on page 58; and •vested benefits under defined contribution retirement arrangements as described in the Summary Compensation Table and in the Non-Qualified Deferred Compensation Table and accompanying narrative and notes. Severance and Change-in-Control Agreements We have entered into severance and change-in-control agreements with our NEOs which provide certain benefits upon termination of employment under certain circumstances, including following a change in control. The severance and change-in-control agreements set forth the terms and conditions upon which our NEOs would be entitled to receive certain benefits upon termination of their employment: •by us with cause (as the term cause is described below); •by us without cause; •by the covered executive for good reason (as the term good reason is described below); •due to the covered executive’s death or disability; or •by the covered executive without good reason. Benefits upon Termination by Company without Cause or by Executive for Good Reason In the event of termination by us without cause or by an NEO for good reason, the NEO is entitled to: •an amount equal to one and one-half times the NEOs annual base salary; •an amount equal to one and one-half times the NEOs fiscal year target bonus percent established for the year of NEOs effective termination date under our short-term incentive plan (or such greater percent as may be designated by the Compensation and Human Resources Committee) multiplied by the NEOs base salary; •In respect of NEOs services in such fiscal year prior to the date of termination, the Company will pay to the NEO a pro rata portion of NEOs target bonus based on the number of months of employment during the fiscal year in which NEOs termination of employment occurs, with employment on any day of a month being deemed a month of employment for purposes of this calculation; •If NEO is participating in any Company-provided medical, vision or dental plans, NEO will receive a lump sum payment equal to twelve (12) months of the portion of the premiums the Company would pay for active employee coverage, calculated as of the date of termination; •option to continue coverage under our life insurance or health flexible spending account programs in accordance with the terms of those programs; •compensation for unused earned vacation; and •the Company will pay NEO $25,000 in lieu of providing outplacement services. Amounts payable would be reduced by the amount of other compensation the NEO receives from us as an employee, independent contractor or consultant during the twelve months following termination of employment, as well as by any compensation under any other severance plan of ours. Benefits Following Change-in-Control In the event of a qualified change-in-control termination (as the term qualified change-in-control termination is described below), the NEO is entitled to the same benefits as discussed under “Benefits upon Termination by Company without Cause or by Executive for Good Reason,” except that: •our CEO would be entitled to three times, and other NEOs would be entitled to two times, annual base salary and fiscal year target bonus percent established for the year of NEOs effective termination date under our short-term incentive plan (or such greater percent as may be designated by the Compensation and Human Resources Committee) multiplied by annual base salary; •if the NEO has not used financial planning services during the year of termination, we would pay the NEO the annual amounts approved by the Compensation and Human Resources Committee for the year of termination; •if the NEO has not had an executive physical in the year of termination, we would pay the NEO $10,000; •if NEO is participating in any Company-provided medical, vision or dental plans, NEO will receive a lump sum payment equal to eighteen months of the portion of the premiums the Company would pay for active employee coverage; •if NEO is covered under an executive life insurance plan and/or an executive disability plan, we would pay the NEO a lump sum payment equal to eighteen months of the premium costs for executive disability and life insurance policies; and •we would also credit the NEOs account under the Mosaic Non-Qualified Deferred Compensation Plan with certain amounts that we would have credited through the date of termination of employment under the Mosaic 401(k) Plan that either: - exceed limitations for contributions to tax-qualified plans under the Code; or - are not credited to the NEOs account because of a requirement under the Mosaic 401(k) Plan that a participant remain actively employed as of the end of the year in order to be eligible for our contribution. If the payments to a NEO under the agreement together with amounts under other agreements or plans would subject the NEO to the excise tax imposed by Section 4999 of the Code on parachute payments as defined in Section 280G of the Code, the benefits payable to the participant would be reduced if doing so would result in the best “net benefit” to the NEO. Description of Key Terms For purposes of the severance and change-in-control agreements, in general: •“Cause” means: –material breach of the severance agreement; –gross neglect or willful failure or refusal to perform the NEOs duties; –personal dishonesty intended to, or does, result in substantial personal enrichment at our expense; –willful or intentional acts to injure the Company or the NEOs reputation or business relationships; –knowing and intentional fraud against us, our customers, suppliers, clients, agents or employees that results in material economic or reputational damage; –conviction of a felony or any crime involving fraud, dishonesty or moral turpitude; or –material breach of our Code of Ethics. •“Good reason” means: –material diminution in authority, responsibility or duties; –requiring the NEO to move his or her regular office location by more than 50 miles; or –material diminution in base salary, target bonus or LTI opportunity from immediately preceding calendar year or the calendar year immediately preceding the Change-in-Control year, whichever is higher. •A “qualified change-in-control termination” means termination of a NEOs employment by us without cause or by a NEO for good reason: –within two years following a change-in-control (as the term change-in-control is defined below); or –following our entry into a definitive agreement or plan that results in a change-in-control (as the term change-in-control is defined below), if the change-in-control occurs within six months after the date of termination. •A “change-in-control” occurs if one of the following events occurs: –a majority of our directors are not individuals elected or nominated for election by our Board excluding those elected by proxy contest or threatened proxy contest; or –an acquisition of 35% or more of the voting power of our outstanding voting stock; or –a merger, consolidation, sale of substantially all assets or similar business combination unless the beneficial owners of our voting stock before the business combination own more than 50% of the voting stock of the surviving or acquiring entity in substantially the same proportions as before the business combination; or –stockholder approval of liquidation or dissolution of the Company. Obligations of our NEOs

  93. Potential Payments upon Termination or Change-In-Control

    The severance and change-in-control agreements require our NEOs to: •furnish notice of good reason for termination by the NEO and an opportunity for us to cure the good reason within 30 days, and continue to perform the NEOs duties during the cure period; •furnish at least 30 days advance notice of a termination of employment without good reason and continue to perform the NEOs duties during the notice period; •furnish us with a general release of claims the NEO may have against us in order to obtain benefits as a result of termination by us without cause or by the NEO with good reason; and •cooperate with the transition of the NEOs duties and responsibilities. The severance and change-in-control agreements prohibit the NEOs from: •disclosing confidential information; and •for a period of 18 months or, in the event of a Change in Control 24 months, following termination of employment: –soliciting our customers, dealers, employees, vendors and suppliers, or interfering with our business relationships; –competing with us; or –intentionally disparaging us. Duration of Severance and Change-in-Control Agreements Our severance and change-in-control agreements expired on March 31, 2023, they have been renewed by us and the executive officer for a term that will expire on March 31, 2026, except that, following a change-in-control, the term will extend to at least the second anniversary of the change-in-control. Treatment of Long-Term Incentive Awards Long-term equity incentive awards require a “double trigger” qualified change-in-control termination before vesting in the event of a change-in-control, as long as the consideration our stockholders receive in the change-in-control is stock that is registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”). The definition of a change-in-control under our long-term incentive awards is generally the same as under our severance and change-in-control agreements. These awards vest upon a participant’s death or disability or retirement at or after age 60 with at least five years of service (or pursuant to early retirement and with the consent of our Compensation and Human Resources Committee). RSUs and TSR performance units that vest upon retirement will not be distributed until the original vesting date, subject to the terms of the award agreement. TSR performance units are also subject to the attainment of the performance goals discussed under the “Long-Term Incentive Program” beginning on page 40. Potential Acceleration of Payment of Non-Qualified Deferred Compensation The Mosaic Non-Qualified Deferred Compensation Plan in the U.S. provides that our Board, as constituted immediately before a change in control (as defined in the plan), may elect to terminate the plan. A termination would result in lump-sum payments to participants of their account balances under the plan. Quantification of Compensation Payable as a Result of Severance or Change-in-Control The table below sets forth potential estimated amounts payable to each NEO pursuant to our severance and change-in-control agreements. We relied on the following key assumptions in determining the amounts in the table, as well as the other assumptions discussed in the accompanying notes: •the termination of employment was effective as of December 31, 2025; •since the executive would have earned their 2025 bonus by virtue of employment on December 31, we have assumed that the bonus is earned but unpaid compensation rather than a severance payment; •in estimating the reimbursement for outplacement services in the event of termination of employment without cause or for good reason without a change-in-control, the maximum $25,000 amount of outplacement services is used; •we did not pay the NEO any other compensation as an employee, independent contractor or consultant during the twelve months following termination of employment; •each NEO maximized their contributions to the Mosaic 401(k) Plan; and •the value of the long-term incentives that would have been payable are based on the price of our Common Stock on December 31, 2025. Any change in these assumptions would change the amounts shown in the table, and the change could be material. The actual amounts that would be paid to a NEO can only be determined at the time of the severance or change in control and/or termination of employment and can be expected to be different from the amounts shown in the table below. The table below does not include compensation that is accrued or vested prior to severance or a change in control. Severance and Change-in-Control Compensation Table

  94. Potential Payments upon Termination or Change-In-Control

    | Name and Benefits | Termination by Company without Cause or by Executive for Good Reason(4) ($) | Death and Disability ($) | Retirement ($) | Qualified Change-in-Control Termination(4) ($) | | Bruce M. Bodine | | | | | | Cash Severance | 4,630,500 | | | 9,261,000 | | Restricted Stock Units | | 6,285,780 | | 6,285,780 | | TSR Performance Units | | 7,540,777 | | 7,540,777(2) | | Health, Dental, Life and Disability Reimbursement | 39,048 | | | 58,572 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 25,000 | | Reduction to Avoid Excise Tax (1) | | | | — | | Total | 4,694,548 | 13,826,557 | | 23,196,129 | | Luciano Siani Pires | | | | | | Cash Severance | 2,280,000 | | | 3,040,000 | | Restricted Stock Units | | 1,472,140 | | 1,472,140 | | TSR Performance Units | | 1,934,509 | | 1,934,509(2) | | Health, Dental, Life and Disability Reimbursement | 36,266 | | | 54,399 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Reduction to Avoid Excise Tax(1) | | | | — | | Total | 2,341,266 | 3,406,649 | | 6,548,048 | | Karen A. Swager | | | | | | Cash Severance | 1,822,500 | | | 2,430,000 | | Restricted Stock Units | | 2,020,428 | | 2,020,428 | | TSR Performance Units | | 1,748,120 | | 1,748,120(2) | | Health, Dental, Life and Disability Reimbursement | 33,205 | | | 49,808 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Reduction to Avoid Excise Tax(1) | | | | — | | Total | 1,880,705 | 3,768,548 | | 6,295,356 | | Jenny Wang | | | | | | Cash Severance | 1,728,000 | | | 2,304,000 | | Restricted Stock Units | | 1,694,780 | | 1,694,780 | | TSR Performance Units | | 1,604,714 | | 1,604,714(2) | | Health, Dental, Life and Disability Reimbursement | 34,089 | | | 51,134 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Reduction to Avoid Excise Tax(1) | | | | — | | Total | 1,787,089 | 3,299,494 | | 5,701,628 |

  95. Potential Payments upon Termination or Change-In-Control

    | Name and Benefits | Termination by Company without Cause or by Executive for Good Reason(4) ($) | Death and Disability ($) | Retirement ($) | Qualified Change-in-Control Termination(4) ($) | | Walter F. Precourt III | | | | | | Cash Severance | 1,758,750 | | | 2,345,000 | | Restricted Stock Units(3) | 1,136,333 | 1,541,640 | 1,541,640 | 1,541,640 | | TSR Performance Units(3) | 1,544,931 | 1,544,931 | 1,544,931 | 1,544,931(2) | | Health, Dental, Life and Disability Reimbursement | 34,197 | | | 51,296 | | Outplacement Services | 25,000 | | | 25,000 | | Financial Planning and Executive Physical | | | | 22,000 | | Reduction to Avoid Excise Tax(1) | | | | — | | Total | 4,904,518 | 3,086,571 | 3,086,571 | 5,529,867 |

  96. Potential Payments upon Termination or Change-In-Control

    (1) Benefits are either cut back to just below the 280G limit, or the executive pays any excise tax due (whichever is better for the executive on an after-tax basis). (2) Includes the pre-tax amounts that the NEOs would realize if they had sold on December 31, 2025, the last trading day of 2025, at a price of $24.09, shares of our Common Stock that we would issue to the NEOs upon a qualified change-in-control termination pursuant to the vesting of RSUs and performance units. In the event of a change-in-control in which the consideration our stockholders receive does not consist solely of shares of common stock that are registered under Section 12 of the Exchange Act, these (a) RSUs and performance units would vest, with the vested shares or cash, as applicable, issued at the end of the performance period, and (b) stock options would be cancelled and the holders would be entitled to payment of the excess, if any, of the highest per share price offered to our stockholders in the change-in-control over the exercise price per share of the options, for each share subject to the cancelled options. Also includes the pre-tax amounts that the NEOs would receive upon a qualified change-in-control termination following the vesting of performance shares. Each NEO would receive a cash payment at the end of the performance period in an amount equal to the number of vested shares multiplied by the closing price per share of our Common Stock on the last trading day of the performance period but not less than the highest per-share price offered to our stockholders in any transaction whereby the change in control takes place. We have assumed for purposes of these calculations that the applicable amount is the closing price per share of our Common Stock on December 31, 2025, the last trading day of 2025, or $24.09. (3) Mr. Precourt is the only NEO who has met the retirement eligibility criteria under the terms of our long-term incentive award agreements. (4) The calculated amounts do not reflect any earned, but unpaid payments under the Company’s Short-Term Incentive Plan.

  97. What vote is required for the election of directors and the other proposals to be approved?

    What vote is required for the election of directors and the other proposals to be approved? To be elected in an uncontested election, directors must receive a majority of the votes cast by the holders of the outstanding shares of our Common Stock, voting together as a single class, present in person (via the Internet) or by proxy at the 2026 Annual Meeting and entitled to vote in the election of directors (meaning the number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director). In contested elections (an election in which the number of nominees for director is greater than the number of directors to be elected) the vote standard would be a plurality of votes cast, meaning the nominees receiving the most “FOR” votes will be elected until all board seats are filled. With respect to ratification of the appointment of KPMG LLP as our independent registered public accounting firm and approval of the advisory vote on compensation paid to our NEOs, the affirmative vote of the holders of a majority of the votes cast by the holders of the outstanding shares of Common Stock present in person (via the Internet) or by proxy and entitled to vote on such question at the 2026 Annual Meeting is required for the approval of those proposals (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST” that proposal).