Mosaic : 2022 Proxy Statement

Headquarter Offices:

Tampa, FL 33602 Telephone [phone]

April 6, 2022

Dear Fellow Stockholder:

You are cordially invited to attend The Mosaic Company's 2022 Annual Meeting of Stockholders on May 19, 2022, at 10:00 a.m. Eastern Time. A Notice of the Annual Meeting and a Proxy Statement covering the formal business of the meeting appear on the following pages.

This year's annual meeting of stockholders will be conducted via live webcast. Hosting a virtual meeting provides ease of access, real-time communication and cost savings for our stockholders and the Company and facilitates stockholder attendance and participation from any location around the world.

You will be able to attend the virtual meeting of stockholders online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/MOS2022. You will also be able to vote your shares electronically at the annual meeting (other than shares held through our 401(k) Plan or Union Savings Plan, which must be voted prior to the meeting).

Even if you are planning to attend the meeting, please promptly submit your proxy vote by telephone or Internet or, if you received a copy of the printed proxy materials, by completing and signing the enclosed proxy card and returning it in the postage-paid envelope provided. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend and wish to vote at the meeting, you will be able to do so, even if you have previously returned your proxy card.

Your cooperation and prompt attention to this matter are appreciated. Thank you for your ongoing support of, and continued interest in, The Mosaic Company.

Sincerely,

James ("Joc") C. O'Rourke President and Chief Executive Officer

Headquarter Offices:

Tampa, FL 33602 Telephone [phone]

Notice of 2022 Annual Meeting of Stockholders

To Our Stockholders:

The 2022 Annual Meeting of Stockholders of The Mosaic Company, a Delaware corporation, will be held on May 19, 2022, at 10:00 a.m. Eastern Time (the "2022 Annual Meeting"). You will be able to attend the 2022 Annual Meeting, vote your shares and submit questions during the annual meeting via a live webcast available atwww.virtualshareholdermeeting.com/MOS2022. The following matters will be considered and acted upon at the 2022 Annual Meeting:

• 1. Election of eleven directors, each as recommended by our Board of Directors;

• 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022;

• 3. An advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;

• 4. A Stockholder Proposal to reduce the ownership threshold to call a special meeting; and

• 5. Any other business that may properly come before the 2022 Annual Meeting of Stockholders or any adjournment or postponement thereof.

In accordance with our Bylaws and resolutions of the Board of Directors, only stockholders of record at the close of business on March 24, 2022 are entitled to receive notice of, and to vote at, the 2022 Annual Meeting of Stockholders.

By Order of the Board of Directors

Mark J. Isaacson

Senior Vice President, General Counsel and Corporate Secretary

April 6, 2022

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 19, 2022:

Our Proxy Statement and 2021 Annual Report are available atwww.mosaicco.com/proxymaterials.

SUMMARY INFORMATION

This summary highlights certain information that you should consider before voting on the proposals to be presented at the 2022 Annual Meeting of Stockholders of The Mosaic Company ("Mosaic," the "Company," "we," "us," or "our"). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement and our 2021 Annual Report carefully before voting.

The 2022 Annual Meeting of Stockholders

Ÿ Date:	May 19, 2022
Ÿ Time:	10:00 a.m. Eastern Time
Ÿ Virtual Meeting:	www.virtualshareholdermeeting.com/MOS2022
Ÿ Record Date:	March 24, 2022

Where to Find Information
Corporate website:	www.mosaicco.com
Investor website:	www.mosaicco.com/investors
2021 Annual Report:	www.mosaicco.com/proxymaterials

Voting Matters and Board of Director Recommendations

Proposal

Board Recommendation

Election of Eleven Directors

FOR each director nominee

Ratification of KPMG LLP as our independent registered public accounting firm

FOR

Say-on-Pay Advisory Proposal

Stockholder Proposal to reduce the ownership threshold to call a special meeting

AGAINST

FOR

Page 11 68 69 70

Executing our Strategy

Mosaic has six global strategic priorities that align our actions, focus our employees, provide a framework for decision making and hold us accountable for creating long-term value for our stakeholders.

Business Developments during 2021

• • During the second quarter of 2021, due to increased brine inflows, we made the decision to accelerate the timing of the shutdown of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine and began the transition to the K3 mine shaft. We also resumed production at our previously idled Colonsay potash mine to offset a portion of the production lost by the early closure of the K1 and K2 shafts at Esterhazy. In December, the K3 shaft became fully operational.

• • In August 2021 we entered into a new, unsecured five-year credit facility of up to $2.5 billion, with a maturity date of August 19, 2026, which replaces our prior $2.2 billion line of credit. This increase in size provides additional security and flexibility and reflects the growth in our business.

• • We prepaid the outstanding balance of $450 million on our 3.75% senior notes, due November 15, 2021, without premium or penalty, in August 2021.

• • During the third quarter of 2021, our Board of Directors approved a new $1 billion share repurchase authorization. During 2021, we repurchased 11,200,371 shares of our Common Stock at an average price of $36.69 per share, for a total purchase price of approximately $410.9 million, including 8,544,144 shares purchased ("Vale Stock Repurchase") in an underwritten secondary offering by Vale S.A. ("Vale"), when Vale divested its interest in Mosaic ("Vale Stock Sale"). The Vale Stock Sale is described in greater detail under "Certain Relationships and Related Transactions."

• • In the fourth quarter of 2021, our Board of Directors approved a 50% increase in our annual dividend, to $0.45 per share of Common Stock, beginning in 2022.

• • In 2020, we filed petitions with the U.S. Department of Commerce ("DOC") and the U.S. International Trade Commission ("ITC") that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia. The purpose of the petitions was to remedy the distortions that we believe foreign subsidies have caused or are causing in the U.S. market for phosphate fertilizers, and thereby restore fair competition. During the first quarter of 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by those governments and the ITC made final affirmative determinations that the U.S. phosphate fertilizer industry is materially injured by reason of subsidized phosphate fertilizer imports from Morocco and Russia. As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.

• • In response to Covid-19, we continued to implement measures in 2021 that were intended to protect the immediate health and safety of our employees, including working remotely and alternating work schedules, in order to minimize the number of employees at a single location. Businesses have been impacted by short-term labor shortages due to illness, transportation issues such as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers. At this time, we have experienced limited adverse financial or operational impacts related to Covid-19.

We have included additional information on these matters in our accompanying 2021 Annual Report.

2021 Financial Performance

2021	2020
Net Sales (in millions)	$	12,357.4 $	8,681.7
Net Income (in millions)	$	1,630.6 $	666.1
Diluted Net Earnings per Share	$	4.27 $	1.75
Operating Earnings (in millions)	$	2,468.5 $	412.9
Corporate Governance Highlights

Our corporate governance practices and policies promote Board of Director independence and accountability in the performance of their duties, as well as alignment with stockholders' interests. Highlights of those practices and policies are presented below.

• • Right to Call Special Meeting. Our Bylaws allow stockholders that beneficially own 25% of our outstanding shares of Common Stock to call a special meeting, where they may take action between annual meetings on corporate matters that require stockholder approval.

• • Declassified Board of Directors. At each annual meeting of stockholders of Mosaic, each director is elected to hold office for a one-year term expiring at the next annual meeting of stockholders of Mosaic.

• • Majority Vote Standard. Our Bylaws provide for the election of directors by a majority of votes cast in uncontested elections.

• • Proxy Access. Our Bylaws provide for proxy access which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding shares of Common Stock continuously for at least three years to nominate and include in our proxy materials nominees for director constituting up to 20% of the Board of Directors or two directors, whichever is greater, subject to the requirements set forth in our Bylaws.

• • Independent Directors. 92% of our directors are independent. All of the members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent.

• • Independent Board Leadership. Our Board of Directors is led by an independent Chairman.

• • Annual Director Evaluations. Annual self-evaluations are conducted by our Board of Directors and each standing committee, and directors are evaluated by their peers.

• • Director Stock Ownership. Non-employee directors are subject to minimum stock ownership guidelines equal to five times the base cash retainer, which they are expected to attain within five years of service, except with respect to Mr. Siani Pires, who had declined compensation for his services as a director prior to the Vale Stock Sale as described in footnote (4) to the Director Stock Ownership Guidelines table on page 19.

• • Succession Planning. The Board, in coordination with the Corporate Governance and Nominating Committee, conducts a rigorous annual review of succession planning for our Chief Executive Officer ("CEO") and, in coordination with the Compensation Committee, annually reviews succession planning for other executive officers and senior leaders.

• • Environmental, Health, Safety and Sustainable Development

  • - We are dedicated to protecting our employees and the communities in which we operate, and to being a good steward of natural resources.

  • - A separate standing Board committee oversees environmental, health, safety and sustainable development matters.

Stockholder Engagement

During 2021, we invited the top 20 stockholders (excluding Vale) representing 39% of our outstanding shares at the time of the invitation to meet with members of our senior leadership team and spoke with five stockholders, representing 10% of our outstanding shares (the remaining 15 invited stockholders did not require a meeting or did not respond to our invitation). In general, our outreach was well received by those stockholders and, although they raised no specific concerns, we engaged in a constructive dialogue.

We established our outreach program to maintain an ongoing relationship with investors and to better understand their issues and perspectives on the Company. We plan to continue the outreach program in years to come.