美盛美股招股说明书(2026-08-12版)

The Mosaic Company $1,000,000,000 5.350% Senior Notes due 2031$500,000,000 5.650% Senior Notes due 2034$500,000,000 5.900% Senior Notes due 2036 We are offering $1,000,000,000 in aggregate principal amount of our 5.350% senior notes due 2031 (the “2031 notes”), $500,000,000 in aggregate principal amount of our 5.650%senior notes due 2034 (the “2034 notes”) and $500,000,000 in aggregate principal amount of our 5.900% senior notes due 2036 (the “2036 notes” and, together with the 2031 notesand the 2034 notes, the “notes”). We will pay interest on the notes semiannually in arrears, in the case of the 2031 notes on February 17 and August 17 of each year, commencingon February 17, 2027, in the case of the 2034 notes on January 15 and July 15 of each year, commencing on January 15, 2027 and in the case of the 2036 notes on February 17 andAugust 17 of each year, commencing on February 17, 2027. The 2031 notes will mature on August 17, 2031, the 2034 notes will mature on January 15, 2034 and the 2036 noteswill mature on August 17, 2036. We may redeem the notes of any series in whole or in part at any time and from time to time at the applicable redemption prices set forth under “Description of the Notes—Optional Redemption.” In addition, if we experience a “Change of Control Triggering Event” with respect to a series of notes, we will be required to offer to purchase the notes ofsuch series from holders. See “Description of the Notes—Change of Control.” The notes will be our senior unsecured obligations and will rank equally in right of payment with our existing and future unsecured senior indebtedness. The notes of each serieswill be issued only in registered book-entry form and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. For a more detailed description of the notes,see “Description of the Notes.” The notes are new issues of securities with no established trading markets. The notes will not be listed on any securities exchange or included in any automated quotation system. Investing in the notes involves risks. See “Risk Factors” beginning on page S-11 of this prospectus supplement and the risk factors contained inour Annual Report on Form 10-K for the fiscal year ended December31, 2025 that are incorporated herein for a discussion of certain risks youshould consider in connection with an investment in the notes. (1)Plus accrued interest, if any, from August 17, 2026, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes to investors in book-entry form only through the facilities of The Depository Trust Company (“DTC”), for the accounts of itsparticipants, including Clearstream Banking,société anonyme(“Clearstream”), and/or Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), on or aboutAugust 17, 2026. Active Joint Book-Running Managers WellsFargoSecurities Citigroup Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementBasis of PresentationTrademarksCautionary Notice Regarding Forward-Looking StatementsProspectus Supplement SummaryRisk FactorsUse of ProceedsCapitalizationDescription of the NotesCertain U.S. Federal Income Tax ConsiderationsUnderwritingLegal MattersExpertsIncorporation by Reference Prospectus About This ProspectusWhere You Can Find More InformationIncorporation of Certain Documents by ReferenceCautionary Notice Regarding Forward-Looking StatementsThe Mosaic CompanyRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsSelling StockholdersPlan of DistributionLegal MattersExperts Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that The Mosaic Company has filed with the Securities and Exchange Commission(“SEC”) utilizing a “shelf” registration process. Under this shelf process, the Company is offering to sell the notes using this prospectus supplement andthe accompanying prospectus. This prospectus supplement describes the specific terms of this offering. The accompanying prospectus and theinformation incorporated by reference therein describe our business and give more general information, some of which may not apply to this offering.Generally, when we refer only to the “prospectus,” we are referring to both parts combined. You should read this prospectus supplement together withthe accompanying prospectus and any free writing prospectus before making a decision to invest in the notes. If the information in this prospectussupplement or the information incorporated by reference in this prospectus supplement is inconsistent with the accompanying prospectus,