Every material Form 8-K Mosaic Company (The) has filed with the SEC since May 01, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Mosaic reported a third-quarter 2026 net loss of $72 million, or $0.23 per diluted share, compared with net income of $411 million, or $1.29 per share, a year earlier. Net sales fell to $3.1 billion from $3.5 billion, and adjusted EBITDA dropped to $324 million from $806 million, mainly on lower sales volumes and higher raw material costs in phosphate and Mosaic Fertilizantes. For shareholders, the results show a much weaker quarter, with the company citing expected improvement in fourth-quarter free cash flow.
Q3 2026 net loss of $72 million versus net income of $411 million in Q3 2025; diluted loss per share of $0.23 versus earnings of $1.29
Net sales of $3.1 billion versus $3.5 billion a year earlier; operating loss of $97 million
Phosphate operating loss of $194 million; Potash operating earnings of $189 million, down from $229 million
Full-year 2026 potash production now expected to be 8.6 million tonnes; fourth-quarter potash sales volumes expected at 2.3 to 2.6 million tonnes
Mosaic said Executive Vice President - Operations Karen A. Swager will retire, resigning from that role effective December 1, 2026, and then serve as a Senior Advisor until her retirement in the second quarter of 2027. Mosaic's Board appointed Walter F. Precourt III, currently Senior Vice President and Chief Administrative Officer, to succeed her in the operations role, with a base salary of $710,000 and a 2027 target bonus of 85% of salary.
Karen A. Swager informed Mosaic on September 23, 2026 of her intention to retire; she resigns as EVP - Operations effective December 1, 2026.
Walter F. Precourt III appointed EVP - Operations effective December 1, 2026; base salary $710,000 and 2027 MIP target bonus of 85%.
Long-term incentive award valued at $1,725,000 at grant, split 40% restricted stock units and 60% TSR performance units; one-time RSU award with grant-date fair value of $300,000.
Precourt, age 62, previously led Human Resources, Public Affairs, Procurement and Shared Services as Senior Vice President and Chief Administrative Officer since November 1, 2023.
Mosaic reported a second-quarter 2026 net loss of $273 million, or $0.86 per diluted share, compared with net income of $411 million a year earlier, on net sales of $2.8 billion versus $3.0 billion. Adjusted EBITDA fell to $407 million from $566 million, and the company cut its 2026 capital expenditure outlook to $1.2 billion, which may matter to shareholders watching cash use.
Net loss of $273 million, or $0.86 per diluted share, versus net income of $411 million in Q2 2025
Adjusted EBITDA of $407 million, down from $566 million; adjusted EPS was $0.13
2026 capital expenditure outlook reduced to $1.2 billion from $1.25 billion
Phosphate operating loss of $104 million and Mosaic Fertilizantes operating loss of $41 million
Mosaic reported a first quarter 2026 net loss of $258 million, or $(0.81) per diluted share, compared with net income of $238 million, or $0.75 per share, a year earlier, while net sales rose to $3.0 billion from $2.6 billion. The company withdrew its 2026 phosphate production guidance as it reviews raw material constraints, and it cut 2026 capital expenditure guidance to $1.25 billion, which matters to shareholders because the earnings decline and guidance changes reduce visibility on the year.
Net loss of $258 million versus net income of $238 million in Q1 2025; adjusted EBITDA fell to $416 million from $544 million
Notable items reduced Q1 earnings by $323 million pre-tax, including $442 million of charges from idling Araxa and Patrocinio in Brazil
Phosphate production guidance for 2026 withdrawn; partial curtailments at Louisiana and Bartow to begin in May
Full-year 2026 capital expenditure guidance set at $1.25 billion; Carlsbad, New Mexico potash mine sale completed in April
Mosaic said it will begin idling and demobilizing its Araxá Mining and Chemical Complex and related mining at the Patrocínio Complex in Brazil, and plans to pursue a sale of Araxá assets. The company expects a pre-tax book impact of $350 to $400 million in the first quarter of 2026, which would weigh on reported results, though it said the impact on adjusted EBITDA is expected to be limited amid elevated sulfur prices.
Pre-tax book impact of $350 to $400 million expected in Q1 2026, with $275 to $300 million for asset impairment and write-offs
Idling expected to reduce annual phosphate production at Mosaic Fertilizantes by about 1 million tonnes
After a potential transaction, annual capital expenditure is expected to fall by $20 to $30 million and operating expenses by $70 to $80 million
Charges are subject to final accounting determinations
Mosaic reported a fourth-quarter 2025 net loss of $519 million, compared with net income of $169 million a year earlier, and cited $422 million in pre-tax notable items. For full year 2025, net income rose to $541 million from $175 million and adjusted EBITDA reached $2.4 billion, up 10 percent, though the company's 2026 phosphate and potash outlook was given without a change to prior guidance figures in the filing.
Q4 2025 net loss of $519 million, or diluted EPS of $(1.64), versus net income of $169 million in Q4 2024
Full-year 2025 net income of $541 million and diluted EPS of $1.70; adjusted EBITDA of $2.4 billion, up 10 percent
Q4 2025 adjusted EBITDA of $505 million, down from $594 million; net sales of $3.0 billion versus $2.8 billion
2026 outlook includes capital expenditures of approximately $1.5 billion and potash production of approximately 9 million tonnes
Mosaic reported third-quarter 2025 net income of $411 million and diluted earnings per share of $1.29, up from $122 million and $0.38 in the same quarter of 2024. Net sales rose to $3.5 billion from $2.8 billion, and adjusted EBITDA rose 80% to $806 million, driven mainly by Mosaic Fertilizantes and higher potash prices. Net income included $135 million of pre-tax notable items, mainly a $308 million mark-to-market gain on Ma'aden shares, and the company gave full-year 2025 and fourth-quarter outlook figures.
Q3 2025 net sales $3.5 billion vs. $2.8 billion in Q3 2024; adjusted EBITDA $806 million vs. $448 million
Diluted EPS $1.29 vs. $0.38 a year earlier; adjusted EPS $1.04
Notable items added $135 million pre-tax, including a $308 million Ma'aden gain offset by a $75 million loss on the Taquari mine held for sale
Q4 2025 Mosaic Fertilizantes segment adjusted EBITDA expected to be approximately $100 million
Mosaic reported results for the quarter ended June 30, 2025, in a press release dated August 5, 2025, with supporting performance data furnished as Exhibit 99.2. Net earnings attributable to Mosaic were $411 million, against a loss of $162 million a year earlier, and net sales rose to $3,005 million from $2,817 million. Adjusted diluted EPS of $0.51 was below $0.54 in Q2 2024, and adjusted EBITDA of $566 million was below $584 million, so shareholders see a mixed picture driven partly by notable items.
Diluted EPS of $1.29 in Q2 2025, versus a loss of $0.50 per share in Q2 2024
Notable items added $0.78 per share in Q2 2025, including a $216 million Ma'aden mark-to-market gain
Adjusted diluted EPS of $0.51, down from $0.54 in Q2 2024 but up from $0.49 in Q1 2025
Gross margin rate of 17% in Q2 2025, up from 14% a year earlier
Mosaic entered into an Amended and Restated Credit Agreement effective May 16, 2025, with Bank of America as administrative agent, replacing its existing credit agreement. The unsecured revolving credit facility provides up to $2.5 billion and extends maturity from August 19, 2026 to May 16, 2030, while reducing unused commitment fees and adding covenant flexibility.
Unsecured revolving credit facility of up to $2.5 billion
Maturity extended from August 19, 2026 to May 16, 2030
Unused commitment fee rates reduced compared with the existing agreement
Full agreement filed as Exhibit 10.1; Bank of America, N.A. is administrative agent
Mosaic reported fourth quarter and full year 2024 results. Full-year net sales fell 19% to $11.1 billion and net income fell 85% to $175 million, with a $642 million foreign exchange loss weighing on results. Management expects phosphate and potash volumes to recover in 2025 and gave production, sales volume, price and capital expenditure assumptions for the year.
Q4 2024 net income was $169 million, down from $365 million in Q4 2023; Q4 adjusted EBITDA was $594 million versus $646 million
Full-year 2024 adjusted EBITDA was $2.2 billion, down 20% from 2023; full-year diluted EPS was $0.55
Notable items reduced 2024 EPS by $1.43, mainly a $642 million foreign currency transaction loss, partly offset by a $522 million Ma'aden gain
2025 guidance includes potash production of 8.7-9.1 million tonnes and phosphate production of 7.2-7.6 million tonnes, with capital expenditures of $1.2-1.3 billion
On January 13, 2025, Mosaic's Board elected Sonya C. Little and Kathleen M. Shanahan as directors, each for a term expiring at the 2025 annual shareholder meeting. Little joined the Audit Committee and Shanahan joined the Compensation and Human Resources Committee, both effective the same day.
Board elected Sonya C. Little and Kathleen M. Shanahan as directors on January 13, 2025.
Little joined the Audit Committee; Shanahan joined the Compensation and Human Resources Committee.
Each director received a prorated 2024 annual restricted stock unit grant valued at $64,726.
Mosaic said its CFO, Clint Freeland, will retire in 2025 and resign as Executive Vice President and Chief Financial Officer on December 31, 2024. Luciano Siani Pires, a former Mosaic non-executive director, was appointed CFO-Designate effective November 18, 2024, and will become CFO on January 1, 2025, a planned leadership transition in the finance function.
Clint Freeland informed Mosaic on November 8, 2024, of his intention to retire; he resigns as CFO effective December 31, 2024, and remains a Senior Advisor until July 1, 2025.
Luciano Siani Pires starts November 18, 2024, as EVP and CFO-Designate and becomes EVP and CFO on January 1, 2025.
Base salary is $650,000 initially and rises to $800,000 on January 1, 2025; MIP target bonus is 75% of base, rising to 90%.
New-hire equity award valued at $1,000,000; March 2025 long-term incentive target is $2,500,000.
Mosaic reported third-quarter 2024 net income of $122 million, or $0.38 per diluted share, compared with a net loss of $4 million a year earlier, but revenue fell 21% to $2.8 billion on lower selling prices and adjusted EBITDA dropped to $448 million from $594 million. The company also said CFO Clint Freeland will retire, with Luciano Siani Pires succeeding him as chief financial officer on January 1, 2025.
Q3 2024 net income $122 million ($0.38 per diluted share) vs. net loss of $4 million in Q3 2023; adjusted EPS $0.34 vs. $0.68 a year earlier
Revenue $2.8 billion, down 21% from the year-ago period; adjusted EBITDA $448 million vs. $594 million
Clint Freeland to retire; Luciano Siani Pires joins as CFO designate November 18, 2024 and becomes CFO January 1, 2025
Year-to-date capital return of $415 million, including $210 million of share repurchases
Mosaic's Board approved the transition of Corrine D. Ricard from Senior Vice President - Digital Strategy to Senior Advisor, effective October 1, 2024, as she intends to retire. She will serve in the advisory role until her planned retirement at the end of 2024. The change is an orderly executive transition with no financial terms disclosed in the filing.
Board approved the change on August 22, 2024
Corrine D. Ricard moves from Senior Vice President - Digital Strategy to Senior Advisor effective October 1, 2024
Mosaic reported a net loss of $162 million, or $(0.50) per diluted share, for the quarter ended June 30, 2024, compared with net income of $369 million a year earlier. Second-quarter revenue fell 17 percent to $2.8 billion, mainly on lower selling prices, and results included notable items, mainly foreign currency transaction losses. Adjusted EPS was $0.54 versus $1.04 a year ago, so shareholders face weaker earnings this quarter, though the company cited progress on cost reductions.
Net loss of $162 million, or $(0.50) per diluted share, versus net income of $369 million, or $1.11 per share, a year earlier
Net sales of $2.8 billion, down 17 percent; gross margin rate of 14 percent versus 17 percent
Adjusted EPS of $0.54 versus $1.04; Adjusted EBITDA of $584 million versus $744 million
Third-quarter guidance: potash sales volumes of 2.1-2.3 million tonnes and phosphate sales volumes of 1.7-1.9 million tonnes; 2024 capital expenditures of $1.1-1.2 billion
Mosaic reported first quarter 2024 results on May 1, 2024, with net earnings of $45 million, or $0.14 per diluted share, down from $435 million a year earlier. Revenue fell 26% to $2.7 billion on lower selling prices, and the company cited $165 million in after-tax notable items, mainly a foreign currency transaction loss, an unrealized derivatives loss and an environmental reserve adjustment. The sharp drop in earnings and adjusted EBITDA means shareholders received a weaker quarter, though the company also reported $178 million returned to shareholders so far in 2024.
Revenue of $2.7 billion, down 26% from the year-ago period, reflecting lower selling prices; gross margin rate was 14.9% versus 18.6%.
Diluted EPS of $0.14 versus $1.28 a year earlier; adjusted EPS of $0.65 versus $1.14.
Adjusted EBITDA of $576 million versus $777 million; free cash flow of $203 million versus $191 million.
Second quarter guidance: potash sales volumes of 2.2-2.4 million tonnes and phosphate sales volumes of 1.6-1.8 million tonnes.
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