MOSAIC COMOS
MOSAIC CO Stock Compensation Disclosure
SHARE-BASED PAYMENTS
The Mosaic Company 2023 Stock and Incentive Plan (the “2023 Stock and Incentive Plan”) was approved by our stockholders and became effective on May 25, 2023. It permits up to 18 million shares of common stock to be issued under share-based awards granted under this plan. The 2023 Stock and Incentive Plan provides for grants of stock options, restricted stock, restricted stock units, performance units and a variety of other share-based and non-share-based awards. Our employees, officers, directors, consultants, agents, advisors and independent contractors, as well as other designated individuals, are eligible to participate in the 2023 Stock and Incentive Plan.
The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Stock and Incentive Plan”) was approved by our stockholders and became effective on May 15, 2014. It permits up to 25 million shares of common stock to be issued under share-based awards granted under this plan. The 2014 Stock and Incentive Plan provides for grants of stock options, restricted stock, restricted stock units, performance units and a variety of other share-based and non-share-based awards. Our employees, officers, directors, consultants, agents, advisors and independent contractors, as well as other designated individuals, are eligible to participate in the 2014 Stock and Incentive Plan.
Mosaic settles stock option exercises, restricted stock units and certain performance units and performance shares with newly issued common shares. The Compensation Committee of the Board of Directors administers these plans subject to their respective provisions and applicable law.
Stock Options
Stock options are granted with an exercise price equal to the market price of our stock at the date of grant and have a ten-year contractual term. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option valuation model. Stock options generally vest in equal annual installments in the first three years following the date of grant (graded vesting). Stock options are expensed on a straight-line basis over the required service period, based on the estimated fair value of the award on the date of grant, net of estimated forfeitures.
Valuation Assumptions
Assumptions used to calculate the fair value of stock options awarded in 2017 are noted in the following table. Expected volatility is based on the simple average of implied and historical volatility using the daily closing prices of the Company’s stock for a period equal to the expected term of the option. The risk-free interest rate is based on the U.S. Treasury rate at the time of the grant for instruments of comparable life.
| Year Ended December 31, 2017 | |||||
| Weighted average assumptions used in option valuations: | |||||
| Expected volatility | 35.35 | % | |||
| Expected dividend yield | 1.97 | % | |||
| Expected term (in years) | 7 | ||||
| Risk-free interest rate | 2.34 | % | |||
A summary of the status of our stock options as of December 31, 2025, and activity during 2025, is as follows:
| Shares (in millions) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 0.5 | $ | 32.68 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (0.1) | $ | 28.49 | ||||||||||||||||||||
| Cancelled or forfeited | (0.1) | $ | 50.43 | ||||||||||||||||||||
| Outstanding as of December 31, 2025 | 0.3 | $ | 29.80 | 0.85 | $ | — | |||||||||||||||||
| Exercisable as of December 31, 2025 | 0.3 | $ | 29.80 | 0.85 | $ | — | |||||||||||||||||
There were no stock options granted or issued in 2024 or 2023.
Restricted Stock Units
Restricted stock units are issued to various employees, officers and directors at a value equal to the market price of our stock at the date of grant. The fair value of restricted stock units is equal to the market price of our stock at the date of grant. Restricted stock units generally cliff vest after three years of continuous service and are expensed on a straight-line basis over the required service period, based on the estimated grant date fair value, net of estimated forfeitures.
A summary of the status of our restricted stock units as of December 31, 2025, and activity during 2025, is as follows:
| Shares (in millions) | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Restricted stock units as of December 31, 2024 | 1.6 | $ | 41.61 | ||||||||
| Granted | 1.0 | 23.87 | |||||||||
| Issued and cancelled or forfeited | (0.4) | $ | 49.48 | ||||||||
| Restricted stock units as of December 31, 2025 | 2.2 | $ | 31.74 | ||||||||
Performance Units
During the years ended December 31, 2025, 2024 and 2023, 818,382, 496,367 and 1,206,263 total stockholder return (“TSR”) performance units were granted, respectively. Final performance units are awarded based on the increase or decrease, subject to certain limitations, in Mosaic’s share price from the grant date to the third anniversary of the award, plus dividends (a measure of total stockholder return or TSR). The beginning and ending stock prices are based on a 30 trading-day average stock price. Holders of the awards must be employed at the end of the performance period in order for any units to vest, except in the event of death, disability or retirement at or after age 60, certain changes in control or the exercise of Committee or Board discretion as provided in the related award agreements.
The fair value of each TSR performance unit is determined using a Monte Carlo simulation. This valuation methodology utilizes assumptions consistent with those of our other share-based awards and a range of ending stock prices; however, the expected term of the awards is three years, which impacts the assumptions used to calculate the fair value of performance units as shown in the table below. 193,384, 241,189 and 354,500 of the TSR performance awards issued in 2025, 2024 and 2023, respectively, are to be settled in cash, and are therefore accounted for as a liability with changes in value recorded through earnings during the service period. The remaining TSR performance units issued in 2025, 2024 and 2023 are considered equity-classified fixed awards measured at grant-date fair value and not subsequently re-measured. All of the TSR performance units cliff vest after three years of continuous service and are expensed on a straight-line basis over the required service period, based on the estimated grant date fair value of the award net of estimated forfeitures.
A summary of the assumptions used to estimate the fair value of TSR performance units is as follows:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Performance units granted | 818,382 | 496,367 | 1,206,283 | ||||||||||||||
| Average fair value of performance units on grant date | $ | 21.3 | $ | 31.02 | $ | 50.56 | |||||||||||
| Weighted average assumptions used in performance unit valuations: | |||||||||||||||||
| Expected volatility | 39.71 | % | 40.95 | % | 48.33 | % | |||||||||||
| Expected dividend yield | 3.64 | % | 2.59 | % | 1.52 | % | |||||||||||
| Expected term (in years) | 3 | 3 | 3 | ||||||||||||||
| Risk-free interest rate | 3.90 | % | 4.48 | % | 4.52 | % | |||||||||||
A summary of our performance unit activity during 2025 is as follows:
| Shares (in millions) | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Outstanding as of December 31, 2024 | 1.1 | $ | 44.15 | ||||||||
| Granted | 0.8 | 21.30 | |||||||||
| Issued and cancelled or forfeited | (0.2) | $ | 54.16 | ||||||||
| Outstanding as of December 31, 2025 | 1.7 | $ | 31.26 | ||||||||
The outstanding performance units as of December 31, 2025 and 2024 include 593,968 and 463,410 cash-settled performance units, respectively.
Share-Based Compensation Expense
We recorded share-based compensation expense of $33.7 million, $20.2 million and $37.8 million for 2025, 2024 and 2023, respectively. The tax benefit related to share exercises and lapses in the year was $5.1 million, $1.0 million and $9.0 million for 2025, 2024 and 2023, respectively.
As of December 31, 2025, there was $1.5 million of total unrecognized compensation cost related to options, restricted stock units and performance units and shares granted under the 2014 Stock and Incentive Plan and the Omnibus Plan. The unrecognized compensation cost is expected to be recognized over a weighted-average period of one year.
There was $0.6 million in cash received from exercises of share-based payment arrangements for 2025. There was no cash received from exercises of share-based payment arrangements for 2024 and 2023. We incurred a tax benefit for tax deductions from options of $6.9 million, $4.1 million and $7.9 million in 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Mar 13, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 15, 2017 | |
| 2015 | Feb 19, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.