We are permitted, under a multijurisdictional disclosure system (MJDS) adopted
by the United States and Canada, to prepare this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure requirements. Prospective purchasers should be aware that such requirements are different from those of the
United States. We have prepared our financial statements that are incorporated by reference in the accompanying prospectus in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board
(IFRS), and such financial statements are subject to the auditing standards of the Public Company Accounting Oversight Board (United States). As a result, our financial statements may not be comparable to the financial statements of U.S.
companies.
Owning the Notes may subject you to tax consequences both in the United States and in Canada. This prospectus supplement
and the accompanying prospectus may not describe these tax consequences fully. You should read the tax discussion under Certain Income Tax Considerations in this prospectus supplement, and consult with your tax
advisor.
Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we
are incorporated under the laws of Canada, most of our officers and directors and most of the experts named in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein are residents of Canada, and
all or a substantial portion of their assets, and a substantial portion of our assets, are located outside the United States.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC) NOR ANY STATE OR PROVINCIAL SECURITIES COMMISSION OR SIMILAR
AUTHORITY HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
We will not apply to list the Notes on any securities exchange or to include them in any automated quotation system. Accordingly, there are
no established trading markets through which the Notes may be sold and purchasers may not be able to resell the Notes purchased hereunder. This may affect the pricing of the Notes in the secondary market, the transparency and availability of trading
prices, the liquidity of the Notes and the extent of issuer regulation. See Risk Factors in this prospectus supplement.
Under applicable Canadian securities legislation, we may be considered to be a connected issuer of each of Barclays Capital Inc.,
CIBC World Markets Corp., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., TD Securities (USA) LLC, Scotia Capital (USA) Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Rabo Securities USA,
Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp., BofA Securities, Inc. and Wells Fargo Securities, LLC
(collectively, the underwriters), each of which is a direct or indirect subsidiary or affiliate of a bank or other financial institution which is a lender to us. See Underwriting (Conflicts of Interest)
Relationships Between Nutrien and Certain Underwriters in this prospectus supplement.
The underwriters are offering
the Notes, subject to prior sale, if, as and when issued by us and accepted by them, subject to the terms and conditions of the underwriting agreement (as defined herein) and subject to the approval of certain legal matters on our behalf by Blake,
Cassels & Graydon LLP, Calgary, Alberta, Canada, with respect to matters of Canadian law, and by Jones Day, Atlanta, Georgia, U.S., with respect to matters of U.S. law, and on behalf of the underwriters by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, New York, U.S., with respect to matters of U.S. law. The underwriters reserve the right to withdraw, cancel or modify orders to the public and reject orders in whole or in part. See Underwriting
(Conflicts of Interest) in this prospectus supplement.
In connection with and in order to facilitate the offering of the Notes,
the underwriters are permitted to engage in transactions that stabilize, maintain or otherwise affect the market price of the Notes. The underwriters are not required to engage in these activities and may end any of these activities at any time. The
underwriters have advised us that they propose to initially offer the Notes to the public at the public offering prices set forth on this cover page. After the initial public offering of the Notes, the underwriters may reduce the public offering
price of any series from time to time in order to sell any of the Notes remaining unsold. Thus, the prices paid for the Notes may vary from purchaser to purchaser and may vary during the period of distribution. The compensation realized by
the underwriters will be decreased by the amount that the aggregate price paid by purchasers of the Notes is less than the gross proceeds paid to us by the underwriters. See Underwriting (Conflicts of Interest) in
this prospectus supplement.
Our registered head office is located at Suite 500, 122 1st Avenue South, Saskatoon, Saskatchewan,
Canada S7K 7G3. We also have corporate offices at 13131 Lake Fraser Drive SE, Calgary, Alberta, Canada T2J 7E8 and 5296 Harvest Lake Drive, Loveland, Colorado, U.S. 80538.
The Notes will be available for delivery in book-entry form only through the facilities of The Depository Trust Company (DTC)
for the account of its participants, including, if applicable, Clearstream Banking S.A. (Clearstream) and Euroclear Bank, SA/NV (Euroclear), as operators for the Euroclear System, against payment in New York,
New York on or about May 13, 2020.
The date of this prospectus supplement is May 11, 2020.