What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-08 · 418 added, 224 removed, 510 unchanged (56% of the section changed)

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Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia.

Our principal assets as of March 31, 2025 include:

Our principal assets as of June 30, 2025 include:

manufacturing facilities located in:

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manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc.

(CHS) owns the remainder (see Note 12—Noncontrolling Interest for additional information on our strategic venture with CHS);

(CHS) owns the remainder (see Note 13—Noncontrolling Interests for additional information on our strategic venture with CHS);

• two Canadian manufacturing facilities located in:

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• a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity method;

• a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025, that is a variable interest entity (VIE) of which we are the primary beneficiary.

As a result, we consolidate this entity in our consolidated financial statements, with the combined 60% equity interest owned by our joint venture partners recorded as noncontrolling interest.

See “Our Strategy—Blue Point joint venture,” below, for additional information.

At our core, CF Industries is a producer of ammonia.

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• decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;

• evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;

• building new low-carbon ammonia capacity to supply emerging opportunities from power generation and marine shipping, among others;

• forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise;

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Decarbonizing our existing network

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.

CCS requires the construction of carbon dioxide (CO 2 ) dehydration and compression units to enable process CO 2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO 2 generated by ammonia production from being emitted to the atmosphere.

For each facility we have contracted with ExxonMobil to transport and sequester the captured CO 2 in permanent geologic storage.

Each project is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 permanently sequestered.

Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million.

At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO 2 that would otherwise have been emitted to the atmosphere.

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project.

At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted to the atmosphere.

For each facility we have contracted with ExxonMobil to transport and permanently store the captured CO 2 .

In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed for a total cost of approximately $200 million.

This new facility enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually that would otherwise have been emitted into the atmosphere.

ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO 2 .

The project qualifies for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geologic storage.

As a result of the Donaldsonville CCS project, we expect to produce up to approximately 1.9 million tons of low-carbon ammonia annually at our Donaldsonville complex.

On an interim basis, ExxonMobil is storing CO 2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery.

Upon receiving its Class VI permits, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose).

Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network.

Environmental Protection Agency issued a draft Class VI permit for Rose in July 2025, and final permits are expected later in 2025.

CF INDUSTRIES HOLDINGS, INC.

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million.

At Yazoo City, CCS is expected to commence in 2028, following construction, commissioning and start-up, and annually is expected to enable the transportation and sequestration of up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted into the atmosphere.

The Yazoo City CCS project is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geologic storage.

Blue Point joint venture

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(JERA), Japan’s largest energy company, and Mitsui & Co., Ltd.

(Mitsui), a leading global investment and trading company, for the construction, production and offtake of low-carbon ammonia.

Upon formation, we held 40% ownership, JERA held 35% ownership, and Mitsui held 25% ownership in the joint venture.

Under the terms of the joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025.

(Mitsui), a leading global investment and trading company, for the construction, production and offtake of low-carbon ammonia (the Blue Point joint venture).

We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture.

Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025.

If the specified condition is met, JERA can reduce its ownership below 35% but not lower than 20%.

We would have the right and obligation to increase our ownership by the same amount that JERA reduces its ownership.

At our Blue Point complex in Ascension Parish, Louisiana, the Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a CO 2 dehydration and compression unit to prepare captured

CF INDUSTRIES HOLDINGS, INC.

CO 2 for transportation and sequestration.

Pre-construction activities and engineering evaluations at our Blue Point complex will begin in 2025.

Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025.

Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029.

We will be responsible for the development, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture.

The three companies will offtake product according to their ownership percentages.

We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages.

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion.

We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028.

Pursuant to periodic joint venture capital calls, the joint venture members will divide the cost of the facility’s engineering, procurement and construction according to their ownership percentages.

Pursuant to periodic capital calls, the Blue Point joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages.

During the second quarter of 2025, we, JERA and Mitsui made initial capital contributions of $157 million, $137 million and $98 million, respectively, to the Blue Point joint venture.

We funded $114 million of our contribution with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.

In June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, for a subsidiary of Linde plc to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility, eliminating the need for the Blue Point joint venture to construct an ASU.

As a result, the total projected cost of the low-carbon ATR ammonia production facility was reduced from approximately $4.0 billion to $3.7 billion.

In addition, we will invest approximately $550 million to build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading.

We will operate these facilities, and the Blue Point joint venture will compensate us for these services.

The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons and is expected to capture greater than 95% of the CO 2 generated from its production of ammonia.

We will own and operate this infrastructure, and the Blue Point joint venture will compensate us for these services.

The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO 2 generated from its production of ammonia.

The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO 2 annually.

A subsidiary of Occidental Petroleum Corporation would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, for which a final investment decision has been made and the development process has begun.

The ammonia production facility is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 permanently sequestered.

We determined that Blue Point Number One, LLC is a variable interest entity (VIE) in which we hold a variable interest, and we are the primary beneficiary of the VIE.

As a result, we will consolidate this entity in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interest.

See “Liquidity and Capital Resources—Blue Point Joint Venture,” below, and Note 15—Subsequent Events, for additional information on the Blue Point joint venture.

Pursuant to a long-term offtake agreement, a subsidiary of Occidental Petroleum Corporation would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development.

The ammonia production facility is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geologic storage.

We determined that the Blue Point joint venture is a VIE of which we are the primary beneficiary.

As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interest.

See “Liquidity and Capital Resources—Blue Point Joint Venture,” below, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

CF INDUSTRIES HOLDINGS, INC.

Low-carbon ammonia demand

In addition to discussions with existing customers who have interest in using low-carbon ammonia for traditional applications, we are engaged in discussions regarding the supply of low-carbon ammonia for new applications.

In addition to discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications, we are engaged in discussions regarding the supply of low-carbon ammonia for new applications.

We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for low-carbon ammonia.

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tariffs on Canadian imports are currently not applicable to our Canadian production and the cost of the tariffs for the three-day period from March 4, 2025 to March 6, 2025 were not significant to our consolidated results.

Subsequent changes to tariffs on imports from Canada, including those announced on July 31, 2025, have maintained duty-free treatment for USMCA-compliant products and therefore U.S.

tariffs on Canadian imports continue to not be applicable to our Canadian production.

On March 12, 2025, the Trump administration reimposed section 232 tariffs on U.S.

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imports of specified steel and aluminum derivative products from all countries.

Effective June 4, 2025, these tariffs were increased to 50%.

On April 2, 2025, additional U.S.

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In accordance with this order, the ten percent tariffs were imposed on April 5, 2025.

The higher tariffs on more than 50 countries were imposed on April 9, 2025, and were subsequently paused on April 10, 2025, for 90 days, with the exception of U.S.

imports from China for which tariffs have been increased to higher levels.

Negotiations between the United States and several countries are expected that may change the magnitude, the timing or other aspects of these and other tariffs.

CF INDUSTRIES HOLDINGS, INC.

The higher tariffs on more than 50 countries were imposed on April 9, 2025, and were subsequently paused and then further delayed to August 1, 2025.

On July 31, 2025, the Trump administration issued an executive order that made several changes to the tariffs imposed in prior executive orders.

These changes, effective August 7, 2025, include:

(1) increasing tariffs to 15% on certain imports from the European Union;

(2) increasing tariffs to 19% or 20% on imports from several Asian countries, including Thailand and Vietnam;

and (3) increasing tariffs on many countries that had not negotiated a trade deal with the United States, including 30% tariffs on imports from Algeria and 15% tariffs on imports from Trinidad.

The Trump administration also increased tariffs to 50% on imports from Brazil.

Additional U.S.

tariffs on imports from China have fluctuated from 10% effective February 5, 2025, to up to 145% or more effective April 10, 2025, back to 30% or more effective May 14, 2025 through August 12, 2025, as negotiations continue.

Negotiations between the United States and several countries are ongoing that may change the magnitude, the timing or other aspects of all of these tariffs.

In addition, these tariffs have been the subject of litigation, which is ongoing, and may result in the elimination of, or other changes to, these tariffs.

Any of these tariffs or other tariffs and changes to U.S.

trading policies may be reinstituted, paused, removed or changed at any time and may be so done unpredictably and without notice.

trading policies may be reinstituted, paused, removed or changed at any time and may be done unpredictably and without notice.

Retaliatory tariffs or other imposition of taxes and duties on U.S.

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trade policy or changes in other countries’ trade policies with the United States has and may continue to lead to uncertainty in the global marketplace, impact the supply and demand balance in many regions, and increase the cost of capital equipment and other supplies, which could adversely affect our business, financial condition, results of operations and cash flows.

Nitrogen Sales Volume

Sales volume was 5.0 million tons in the first quarter of 2025 compared to 4.5 million in the first quarter of 2024.

Higher sales volume resulted in an increase in net sales of approximately $176 million.

The increase in sales volume was due primarily to higher supply availability as a result of increased production in the first quarter of 2025 compared to the first quarter of 2024, which was adversely impacted by production outages from a winter storm in January 2024.

Tax Legislation

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (the Act) was enacted into law.

The Act makes permanent certain elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, and modifies several international tax provisions, including the foreign-derived intangible income deduction.

The Act also includes changes to clean energy tax credits, including the 45Q tax credit for carbon sequestration.

We are currently evaluating the impact of the Act, and the results of such

CF INDUSTRIES HOLDINGS, INC.

evaluations will be reflected in our consolidated financial statements beginning with the three months ending September 30, 2025.

Nitrogen Selling Prices

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In general, the prevailing global prices for nitrogen products must be at a level to incent the high-cost marginal producer to produce products at a breakeven price or above, or else they would cease production and leave a portion of global demand unsatisfied.

In the first quarter of 2025, the average selling price for our products was $332 per ton, or 2% higher, compared to $325 per ton in the first quarter of 2024.

This resulted in an increase in net sales of approximately $17 million for the first quarter of 2025 compared to the first quarter of 2024.

Average selling prices for most of our major products were higher in the first quarter of 2025 than in the first quarter of 2024 as higher global energy costs due in part to gas curtailments in Iran and Trinidad and higher gas costs in Europe, raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

In the second quarter of 2025, the average selling price for our products was $376 per ton, or 17% higher, compared to $322 per ton in the second quarter of 2024.

This resulted in an increase in net sales of approximately $270 million for the second quarter of 2025 compared to the second quarter of 2024.

Average selling prices for all of our major products were higher in the second quarter of 2025 than in the second quarter of 2024 as higher global energy costs and supply disruptions from unexpected production outages in Egypt, Iran and Russia, raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

In the six months ended June 30, 2025, the average selling price for our products was $354 per ton, or 9% higher compared to $324 per ton in the six months ended June 30, 2024.

This resulted in an increase in net sales of approximately $287 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Nitrogen Sales Volume

Sales volume was 5.0 million tons in the second quarter of 2025 compared to 4.9 million tons in the second quarter of 2024.

Higher sales volume resulted in an increase in net sales of approximately $48 million.

The increase in sales volume was due primarily to higher supply availability resulting from higher beginning inventory entering the second quarter of 2025.

Sales volume in the six months ended June 30, 2025 was 10.0 million tons compared to 9.4 million tons in the six months ended June 30, 2024.

This resulted in an increase in net sales of approximately $224 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The increase was due to the higher supply availability as a result of increased production in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which was adversely impacted by production outages from a winter storm in the first quarter of 2024.

Natural gas is the principal raw material used to produce our nitrogen products.

Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products.

Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 37% and 28% of our production costs in the first three months of 2025 and the year ended December 31, 2024, respectively.

Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 36% and 28% of our production costs in the first six months of 2025 and the year ended December 31, 2024, respectively.

Most of our manufacturing facilities are located in the United States and Canada.

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liquefied natural gas export volumes.

Due to the low natural gas price environment throughout 2024, natural gas producers were reluctant to increase supply to match the elevated demand, resulting in higher natural gas prices through the quarter.

During the second quarter of 2025, natural gas supply increased as higher prices throughout the first quarter of 2025 gave producers an incentive to increase production.

Colder-than-normal temperatures raised demand for heating but lowered power generation demand for air conditioning, holding prices between $3.00 and $4.00 per MMBtu.

The tighter supply and demand balance kept average prices in the second quarter of 2025 more than $1.00 per MMBtu higher than the second quarter of 2024.

liquefaction facilities continued to run at full rates during the second quarter of 2025, taking advantage of global price economics.

Weekly storage injections consistently tracked above historical averages, alleviating concerns for below average levels to end the summer injection season.

The following table presents the average daily market price of natural gas at the Henry Hub, the most heavily-traded natural gas pricing point in North America, and our cost of natural gas used for production, which includes the impact of realized natural gas derivatives:

Three Months Ended March 31,

CF INDUSTRIES HOLDINGS, INC.

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

Average daily market price of natural gas at the Henry Hub (per MMBtu) $ 3.16 $ 2.04 $ 1.12 55 % $ 3.71 $ 2.24 $ 1.47 66 %

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(1) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

In the first quarter of 2025, our cost of natural gas used for production increased 15% compared to the first quarter of 2024, which resulted in a decrease in gross margin of $40 million.

CF INDUSTRIES HOLDINGS, INC.

In the second quarter of 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 77% to $3.36 per MMBtu from $1.90 per MMBtu in the second quarter of 2024.

This increase in natural gas costs resulted in a decrease in gross margin of $136 million compared to the second quarter of 2024.

In the six months ended June 30, 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 39% to $3.52 per MMBtu from $2.53 per MMBtu in the six months ended June 30, 2024.

This increase in natural gas costs resulted in a decrease in gross margin of $176 million.

Financial Executive Summary

We reported net earnings attributable to common stockholders of $312 million for the three months ended March 31, 2025 compared to $194 million for the three months ended March 31, 2024, an increase in net earnings of $118 million, or 61%.

The increase in net earnings for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily reflects an increase in gross margin of $163 million, partially offset by a higher income tax provision as a result of an increase in earnings and the pre-tax loss of $23 million on the sale of our previously decommissioned Ince facility.

Gross margin increased by $163 million, or 40%, to $572 million for the three months ended March 31, 2025 compared to $409 million for the three months ended March 31, 2024.

The increase in gross margin was due primarily to an 11% increase in sales volume, which increased gross margin by $96 million, and a 2% increase in average selling prices to $332 per ton in the first quarter of 2025 from $325 per ton in the first quarter of 2024, which increased gross margin by $17 million.

In addition, the increase in gross margin also reflects lower costs associated with maintenance activity in the first three months of 2025 compared to the first three months of 2024, due in part to a winter storm in January 2024 that produced extremely cold temperatures that resulted in the shutdown of certain operations and increased maintenance costs.

These factors that increased gross margin were partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $40 million.

Gross margin also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the three months ended March 31, 2025 compared to a $33 million gain in the three months ended March 31, 2024.

Diluted net earnings per share attributable to common stockholders increased $0.82 per share, or 80%, to $1.85 per share in the first quarter of 2025 compared to $1.03 per share in the first quarter of 2024, due primarily to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program.

Diluted weighted-average common shares outstanding were 168.8 million shares for the three months ended March 31, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 188.1 million shares for the three months ended March 31, 2024.

We reported net earnings attributable to common stockholders of $386 million for the three months ended June 30, 2025 compared to $420 million for the three months ended June 30, 2024, a decrease in net earnings of $34 million, or 8%.

The decrease in net earnings for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily reflects the gains on sales of emission credits in the second quarter of 2024 that did not recur in the second quarter of 2025, an increase in selling, general and administrative expenses, a higher income tax provision, and higher net earnings attributable to noncontrolling interests.

These factors that reduced net earnings attributable to common stockholders were partially offset by an increase in gross margin of $76 million.

Gross margin increased by $76 million, or 11%, to $755 million for the three months ended June 30, 2025 compared to $679 million for the three months ended June 30, 2024.

The increase in gross margin was due primarily to a 17% increase in average selling prices to $376 per ton in the second quarter of 2025 from $322 per ton in the second quarter of 2024, which increased gross margin by $270 million, partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $136 million, and higher costs associated with maintenance activity in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Diluted net earnings per share attributable to common stockholders increased $0.07 per share, or 3%, to $2.37 per share in the second quarter of 2025 compared to $2.30 per share in the second quarter of 2024, due to lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program, partially offset by lower net earnings.

Diluted weighted-average common shares outstanding were 163.1 million shares for the three months ended June 30, 2025, a decrease of 11% compared to diluted weighted-average common shares outstanding of 182.8 million shares for the three months ended June 30, 2024.

Items Affecting Comparability of Results

For the three months ended March 31, 2025 and 2024, we reported net earnings attributable to common stockholders of $312 million and $194 million, respectively.

In addition to the impact of market conditions discussed above, certain items affected the comparability of our financial results for the three months ended March 31, 2025 and 2024.

For the three months ended June 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $386 million and $420 million, respectively.

For the six months ended June 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $698 million and $614 million, respectively.

In addition to the impact of market conditions discussed above, certain items affected the comparability of our financial results for the three and six months ended June 30, 2025 and 2024.

The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods.

The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.

Three Months Ended March 31,

Pre-Tax After-Tax Pre-Tax After-Tax

CF INDUSTRIES HOLDINGS, INC.

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Pre-Tax After-Tax Pre-Tax After-Tax Pre-Tax After-Tax Pre-Tax After-Tax

(in millions)

Unrealized net mark-to-market loss (gain) on natural gas derivatives (1)

Unrealized net mark-to-market (gain) loss on natural gas derivatives (1)

$ — $ — $ (1) $ (1) $ 2 $ 1 $ (34) $ (26)

Loss on foreign currency transactions (2)

(Gain) loss on foreign currency transactions (2)(3)

(3) (3) — — (1) (3) 1 1

Blue Point joint venture construction costs (2)(3)

2 2 — — 2 2 — —

Loss on sale of Ince facility (4)

— — — — 23 21 — —

Integration costs — — 1 1 — — 4 3

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(2) Included in other operating—net in our consolidated statements of operations.

(3) Includes results related to the Blue Point joint venture, of which we have a 40% equity interest.

The after-tax impact for amounts related to the Blue Point joint venture does not include a tax provision on the 60% attributable to noncontrolling interests.

(4) Included in U.K.

operations restructuring in our consolidated statement of operations.

Unrealized net mark-to-market loss (gain) on natural gas derivatives

Unrealized net mark-to-market (gain) loss on natural gas derivatives

Natural gas is the largest and most volatile single component of the manufacturing cost for our nitrogen-based products.

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This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations.

In the three months ended March 31, 2025 and 2024, we recognized an unrealized net mark-to-market loss (gain) on natural gas derivatives of $2 million and $(33) million, respectively.

CF INDUSTRIES HOLDINGS, INC.

Loss on foreign currency transactions

In the three months ended March 31, 2025 and 2024, we recognized a loss on foreign currency transactions of $2 million and $1 million, respectively.

Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions.

In the three months ended June 30, 2024, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $1 million.

In the six months ended June 30, 2025, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $2 million compared to a gain of $34 million in the six months ended June 30, 2024.

(Gain) loss on foreign currency transactions

In the three months ended June 30, 2025, we recognized a gain on foreign currency transactions of $3 million.

In the six months ended June 30, 2025, we recognized a gain on foreign currency transactions of $1 million compared to a loss of $1 million in the six months ended June 30, 2024.

(Gain) loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

Blue Point joint venture construction costs

In the three and six months ended June 30, 2025, the Blue Point joint venture incurred costs of approximately $2 million related to the construction of the low-carbon ammonia production facility at our Blue Point complex.

See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Loss on sale of Ince facility

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In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million, which is reflected in U.K.

operations restructuring in our consolidated statement of operations.

operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025.

See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Integration costs

In the three months ended March 31, 2024, we incurred integration costs of $3 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

In the three and six months ended June 30, 2024, we incurred integration costs of $1 million and $4 million, respectively, related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

We did not incur integration costs in 2025.

CF INDUSTRIES HOLDINGS, INC.

Consolidated Results of Operations

The following table presents our consolidated results of operations and certain supplemental data for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table presents our consolidated results of operations and certain supplemental data for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

2024 2025 2024 2025 v.

(dollars in millions, except per share and per MMBtu amounts)

Net sales $ 1,890 $ 1,572 $ 318 20 % $ 3,553 $ 3,042 $ 511 17 %

Cost of sales 1,091 1,061 30 3 %

Cost of sales (COS) 1,135 893 242 27 % 2,226 1,954 272 14 %

Gross margin 755 679 76 11 % 1,327 1,088 239 22 %

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Integration costs — 1 (1) (100) % — 4 (4) (100) %

Other operating—net 14 17 (3) (18) %

Other operating—net 8 (39) 47 N/M 22 (22) 44 N/M

Total other operating costs and expenses 109 38 71 187 % 230 146 84 58 %

Equity in earnings of operating affiliate 4 2 2 100 %

Equity in earnings (losses) of operating affiliate 2 (3) 5 N/M 6 (1) 7 N/M

Operating earnings 648 638 10 2 % 1,103 941 162 17 %

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Interest income (17) (28) 11 39 % (34) (58) 24 41 %

Other non-operating—net (2) (4) 2 50 %

Other non-operating—net (6) — (6) N/M (8) (4) (4) (100) %

Earnings before income taxes 635 629 6 1 % 1,072 929 143 15 %

1 unchanged sentence

Net earnings 492 506 (14) (3) % 843 744 99 13 %

Net earnings attributable to noncontrolling interest 39 44 (5) (11) %

Net earnings attributable to noncontrolling interests 106 86 20 23 % 145 130 15 12 %

Net earnings attributable to common stockholders $ 386 $ 420 $ (34) (8) % $ 698 $ 614 $ 84 14 %

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Natural gas supplemental data (per MMBtu)

Natural gas costs in cost of sales (1)

Natural gas costs in COS (1)

$ 3.36 $ 1.90 $ 1.46 77 % $ 3.53 $ 2.30 $ 1.23 53 %

Realized derivatives (gain) loss in cost of sales (2)

Realized derivatives (gain) loss in COS (2)

— — — — % (0.01) 0.23 (0.24) N/M

Cost of natural gas used for production in cost of sales $ 3.68 $ 3.19 $ 0.49 15 %

Cost of natural gas used for production in COS $ 3.36 $ 1.90 $ 1.46 77 % $ 3.52 $ 2.53 $ 0.99 39 %

Average daily market price of natural gas at the Henry Hub $ 3.16 $ 2.04 $ 1.12 55 % $ 3.71 $ 2.24 $ 1.47 66 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 2 $ (33) $ 35 N/M

Unrealized net mark-to-market (gain) loss on natural gas derivatives $ — $ (1) $ 1 100 % $ 2 $ (34) $ 36 N/M

Depreciation and amortization $ 232 $ 222 $ 10 5 % $ 453 $ 475 $ (22) (5) %

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N/M—Not Meaningful

(1) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

CF INDUSTRIES HOLDINGS, INC.

(1) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

(2) Includes realized gains and losses on natural gas derivatives settled during the period.

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(4) UAN product tons assume a 32% nitrogen content basis for production volume.

First Quarter of 2025 Compared to First Quarter of 2024

Our total net sales increased $193 million, or 13%, to $1.66 billion in the first three months of 2025 compared to $1.47 billion in the first three months of 2024, due to higher sales volume and higher average selling prices.

Our total sales volume was 5.0 million product tons in the first three months of 2025 compared to 4.5 million product tons in the first three months of 2024, as higher sales volume in our UAN, Ammonia, Granular Urea and Other segments was partially offset by lower sales volume in our AN segment.

Second Quarter of 2025 Compared to Second Quarter of 2024

Our total net sales increased $318 million, or 20%, to $1.89 billion in the second quarter of 2025 compared to $1.57 billion in the second quarter of 2024, due to higher average selling prices and higher sales volume.

Our average selling price was $376 per ton in the second quarter of 2025 compared to $322 per ton in the second quarter of 2024, due to higher average selling prices across all of our segments as higher global energy costs raised the global market clearing price required to meet global demand.

See “Market Conditions and Current Developments—Nitrogen Selling Prices,” above, for additional information about the factors impacting global energy costs.

The impact of higher average selling prices was an increase in net sales of approximately $270 million for the second quarter of 2025 compared to the second quarter of 2024.

Our total sales volume was 5.0 million product tons in the second quarter of 2025 compared to 4.9 million product tons in the second quarter of 2024, as higher sales volume in our UAN, Ammonia and AN segments was partially offset by lower sales volume in our Other and Granular Urea segments.

The impact of higher sales volume was an increase in net sales of approximately $48 million.

Our average selling price was $332 per ton in the first three months of 2025 compared to $325 per ton in the first three months of 2024, due to higher average selling prices across most of our segments as higher global energy costs raised the global market clearing price required to meet global demand.

Cost of Sales

Our total cost of sales increased $242 million, or 27%, to $1.14 billion in the second quarter of 2025 from $893 million in the second quarter of 2024.

The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $136 million, higher costs in the second quarter of 2025 associated with maintenance activity and an increase in sales volume.

Cost of sales averaged $226 per ton in the second quarter of 2025, a 23% increase compared to $183 per ton in the second quarter of 2024.

Our cost of natural gas, including the impact of realized derivatives, increased $1.46 per MMBtu, or 77%, to $3.36 per MMBtu in the second quarter of 2025 from $1.90 per MMBtu in the second quarter of 2024.

See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $25 million to $101 million in the second quarter of 2025 compared to $76 million in the second quarter of 2024.

The increase was due primarily to higher incentive compensation due to strong operating performance and higher costs related to certain corporate initiatives.

Integration Costs

In the second quarter of 2024, we incurred integration costs of $1 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

We did not incur integration costs in 2025.

Other Operating—Net

Other operating—net was $8 million of expense in the second quarter of 2025 compared to $39 million of income in the second quarter of 2024.

The $8 million of expense in the second quarter of 2025 consists primarily of costs related to front-end engineering and design (FEED) studies for our clean energy initiatives.

The $39 million of income in the second quarter of 2024 consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives.

See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Equity in Earnings (Losses) of Operating Affiliate

Equity in earnings (losses) of operating affiliate was $2 million of earnings in the second quarter of 2025 compared to a $3 million loss in the second quarter of 2024.

Higher equity in earnings of operating affiliate in the second quarter of 2025 compared to the second quarter of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia

CF INDUSTRIES HOLDINGS, INC.

selling prices and a plant turnaround at the PLNL facility that occurred in the second quarter of 2024 that did not recur in 2025, partially offset by higher natural gas costs.

Interest Expense

Interest expense was $36 million in the second quarter of 2025 compared to $37 million in the second quarter of 2024.

Interest Income

Interest income was $17 million in the second quarter of 2025 compared to $28 million in the second quarter of 2024.

The decrease of $11 million was due primarily to a decrease in short-term investments.

Income Tax Provision

For the second quarter of 2025, we recorded an income tax provision of $143 million on pre-tax income of $635 million, or an effective tax rate of 22.4%, compared to an income tax provision of $123 million on pre-tax income of $629 million, or an effective tax rate of 19.5%, for the second quarter of 2024.

Our income tax provision for the second quarter of 2025 includes $21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate by 3.4 percentage points.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests.

Our effective tax rate for the second quarter of 2025 of 22.4%, which is based on pre-tax income of $635 million, including $106 million of earnings attributable to the noncontrolling interests, would be 4.5 percentage points higher, or 26.9%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $106 million.

Our effective tax rate for the second quarter of 2024 of 19.5%, which is based on pre-tax income of $629 million, including $86 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher, or 22.6%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $86 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $20 million to $106 million in the second quarter of 2025 compared to $86 million in the second quarter of 2024 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs.

In addition, the increase also reflects the earnings attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025.

See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information on the Blue Point joint venture.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $0.07, or 3%, to $2.37 per share in the second quarter of 2025 from $2.30 per share in the second quarter of 2024.

This increase was due primarily to lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase program, partially offset by lower net earnings.

Diluted weighted-average common shares outstanding declined 11% from 182.8 million shares for the second quarter of 2024 to 163.1 million shares for the second quarter of 2025.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Our total net sales increased $511 million, or 17%, to $3.55 billion in the first six months of 2025 compared to $3.04 billion in the first six months of 2024, due to higher average selling prices and higher sales volume.

Our average selling price was $354 per ton in the first six months of 2025 compared to $324 per ton in the first six months of 2024, due to higher average selling prices across all of our segments as higher global energy costs raised the global market clearing price required to meet global demand.

See “Market Conditions and Current Developments—Nitrogen Selling Prices,” above, for additional information about the factors impacting global energy costs.

The impact of higher average selling prices was an increase in net sales of approximately $17 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

The impact of higher average selling prices was an increase in net sales of approximately $287 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Our total sales volume was 10.0 million product tons in the first six months of 2025 compared to 9.4 million product tons in the first six months of 2024, as higher sales volume in our UAN and Ammonia segments was partially offset by lower sales

CF INDUSTRIES HOLDINGS, INC.

volume in our Other, Granular Urea and AN segments.

The impact of higher sales volume was an increase in net sales of approximately $224 million.

Cost of Sales

Our total cost of sales increased $30 million, or 3%, to $1.09 billion in the first three months of 2025 from $1.06 billion in the first three months of 2024.

The increase in our cost of sales primarily reflects an increase in sales volume, which increased cost of sales by $80 million, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $40 million.

These factors that increased cost of sales in the first three months of 2025 were partially offset by lower costs associated with maintenance activity in the first three months of 2025 compared to the first three months of 2024, due in part to a winter storm in January 2024 that produced extremely cold temperatures that impacted our operations.

As a result of the adverse weather in the first three months of 2024, we incurred additional maintenance costs and lost production.

Cost of sales also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the first three months of 2025 compared to a $33 million gain in the first three months of 2024.

Cost of sales averaged $218 per ton in the first three months of 2025, a 7% decrease compared to $235 per ton in the first three months of 2024.

Our cost of natural gas, including the impact of realized derivatives, increased 15% to $3.68 per MMBtu in the first three months of 2025 from $3.19 per MMBtu in the first three months of 2024.

Our total cost of sales increased $272 million, or 14%, to $2.23 billion in the first six months of 2025 from $1.95 billion in the first six months of 2024.

The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $176 million, and an increase in sales volume, which increased cost of sales by $87 million.

These factors that increased cost of sales in the first six months of 2025 were partially offset by lower costs associated with maintenance activity in the first six months of 2025 compared to the first six months of 2024, due in part to a winter storm in the first quarter of 2024 that produced extremely cold temperatures that impacted our operations.

In the first six months of 2024, we incurred additional maintenance costs and lost production, including as a result of the adverse weather in the first quarter of 2024.

Cost of sales also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the first six months of 2025 compared to a $34 million gain in the first six months of 2024.

Cost of sales averaged $222 per ton in the first six months of 2025, a 7% increase compared to $208 per ton in the first six months of 2024.

Our cost of natural gas, including the impact of realized derivatives, increased $0.99 per MMBtu, or 39%, to $3.52 per MMBtu in the first six months of 2025 from $2.53 per MMBtu in the first six months of 2024.

See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $4 million to $84 million in the first three months of 2025 compared to $88 million in the first three months of 2024.

The decrease was due primarily to lower costs related to certain employee benefit programs, partially offset by higher costs related to certain corporate initiatives.

Selling, general and administrative expenses increased $21 million to $185 million in the first six months of 2025 compared to $164 million in the first six months of 2024.

The increase was due primarily to higher costs related to certain corporate initiatives, including our clean energy initiatives, and higher incentive compensation due to strong operating performance.

Operations Restructuring

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Integration Costs

In the three months ended March 31, 2024, we incurred integration costs of $3 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

CF INDUSTRIES HOLDINGS, INC.

In the six months ended June 30, 2024, we incurred integration costs of $4 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

We did not incur integration costs in 2025.

Other Operating—Net

Other operating—net was $14 million of expense in the first three months of 2025 compared to $17 million of expense in the first three months of 2024.

The lower expense was due primarily to higher losses on disposals of property, plant and equipment in the first three months of 2024.

In both the first three months of 2025 and 2024, the expense recognized consists primarily of costs related to front-end engineering and design studies for our clean energy initiatives.

Other operating—net was $22 million of expense in the first six months of 2025 compared to $22 million of income in the first six months of 2024.

The $22 million of expense in the first six months of 2025 consists primarily of costs related to FEED studies for our clean energy initiatives.

The $22 million of income in the six months ended June 30, 2024 consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives.

See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $4 million in the first three months of 2025 compared to $2 million in the first three months of 2024.

Higher equity in earnings of operating affiliate in the first three months of 2025 compared to the first three months of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Equity in Earnings (Losses) of Operating Affiliate

Equity in earnings (losses) of operating affiliate was $6 million of earnings in the first six months of 2025 compared to a $1 million loss in the first six months of 2024.

Equity in earnings of operating affiliate in the first six months of 2025 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices and a plant turnaround at the PLNL facility that occurred in the second quarter of 2024 that did not recur in 2025, partially offset by higher natural gas costs.

Interest Expense

Interest expense was $37 million in both the first three months of 2025 and the first three months of 2024.

Interest expense was $73 million in the first six months of 2025 compared to $74 million in the first six months of 2024.

CF INDUSTRIES HOLDINGS, INC.

Interest Income

Interest income was $17 million in the first three months of 2025 compared to $30 million in the first three months of 2024.

The decrease of $13 million was due primarily to lower interest income due to a decrease in short-term investments.

Interest income was $34 million in the first six months of 2025 compared to $58 million in the first six months of 2024.

The decrease of $24 million was due primarily to a decrease in short-term investments.

Income Tax Provision

For the three months ended March 31, 2025, we recorded an income tax provision of $86 million on pre-tax income of $437 million, or an effective tax rate of 19.8%, compared to an income tax provision of $62 million on pre-tax income of $300 million, or an effective tax rate of 20.7%, for the three months ended March 31, 2024.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CFN, as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest.

Our effective tax rate for the three months ended March 31, 2025 of 19.8%, which is based on pre-tax income of $437 million, including $39 million of earnings attributable to the noncontrolling interest, would be 1.9 percentage points higher, or 21.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $39 million.

Our effective tax rate for the three months ended March 31, 2024 of 20.7%, which is based on pre-tax income of $300 million, including $44 million of earnings attributable to the noncontrolling interest, would be 3.6 percentage points higher, or 24.3%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $44 million.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest decreased $5 million to $39 million in the first three months of 2025 compared to $44 million in the first three months of 2024 due to lower earnings of CFN driven by higher natural gas costs, partially offset by higher average selling prices.

For the six months ended June 30, 2025, we recorded an income tax provision of $229 million on pre-tax income of $1.07 billion, or an effective tax rate of 21.3%, compared to an income tax provision of $185 million on pre-tax income of $929 million, or an effective tax rate of 19.9%, for the six months ended June 30, 2024.

Our income tax provision for the six months ended June 30, 2025 includes $21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate by 2.0 percentage points.

Our effective tax rate for the six months ended June 30, 2025 of 21.3%, which is based on pre-tax income of $1.07 billion, including $145 million of earnings attributable to the noncontrolling interests, would be 3.4 percentage points higher, or 24.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $145 million.

Our effective tax rate for the six months ended June 30, 2024 of 19.9%, which is based on pre-tax income of $929 million, including $130 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher, or 23.1%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $130 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $15 million to $145 million in the first six months of 2025 compared to $130 million in the first six months of 2024 due primarily to higher earnings of CFN driven by higher average selling prices and the impact of higher sales volume, partially offset by higher natural gas costs.

In addition, the increase also reflects the earnings attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $0.82, or 80%, to $1.85 per share in the first three months of 2025 from $1.03 per share in the first three months of 2024.

This increase was due primarily to an increase in gross margin, driven by higher sales volume and average selling prices, partially offset by higher costs for natural gas.

The increase in gross margin also reflects lower maintenance activity as described under Cost of Sales, above.

Higher gross margin was partially offset by an increase in the income tax provision resulting from higher profitability and the loss on the sale of our previously decommissioned Ince facility.

Additionally, diluted weighted-average common shares outstanding declined 10% from 188.1 million shares for the three months ended March 31, 2024 to 168.8 million shares for the three months ended March 31, 2025, due primarily to repurchases of common shares under our share repurchase program.

Diluted net earnings per share attributable to common stockholders increased $0.89, or 27%, to $4.20 per share in the first six months of 2025 from $3.31 per share in the first six months of 2024.

This increase was due to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding.

Diluted weighted-average common shares outstanding declined 11% from 185.5 million shares for the six months ended June 30, 2024 to 165.9 million shares for the six months ended June 30, 2025, due primarily to repurchases of common shares under our share repurchase program.

CF INDUSTRIES HOLDINGS, INC.

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(dollars in millions)

Three months ended March 31, 2025

Three months ended June 30, 2025

Net sales $ 491 $ 547 $ 610 $ 117 $ 125 $ 1,890

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Gross margin percentage 27.7 % 51.0 % 44.3 % 21.4 % 36.0 % 39.9 %

Three months ended March 31, 2024

Three months ended June 30, 2024

Net sales $ 409 $ 457 $ 475 $ 98 $ 133 $ 1,572

2 unchanged sentences

Gross margin percentage 35.9 % 49.7 % 45.5 % 23.5 % 49.6 % 43.2 %

Six months ended June 30, 2025

Net sales $ 1,011 $ 986 $ 1,080 $ 218 $ 258 $ 3,553

Cost of sales 689 534 668 177 158 2,226

Gross margin $ 322 $ 452 $ 412 $ 41 $ 100 $ 1,327

Gross margin percentage 31.8 % 45.8 % 38.1 % 18.8 % 38.8 % 37.3 %

Six months ended June 30, 2024

Net sales $ 811 $ 864 $ 900 $ 212 $ 255 $ 3,042

Cost of sales 599 483 541 180 151 1,954

Gross margin $ 212 $ 381 $ 359 $ 32 $ 104 $ 1,088

Gross margin percentage 26.1 % 44.1 % 39.9 % 15.1 % 40.8 % 35.8 %

_______________________________________________________________________________

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The following table presents summary operating data for our Ammonia segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

2024 2025 2024 2025 v.

(dollars in millions, except per ton amounts)

18 unchanged sentences

Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our Ammonia segment increased by $118 million, or 29%, to $520 million in the three months ended March 31, 2025 from $402 million in the three months ended March 31, 2024.

The increase in our net sales reflects a 25% increase in sales volume and a 4% increase in average selling prices.

Average selling prices increased to $454 per ton in the three months ended March 31, 2025 compared to $438 per ton in the three months ended March 31, 2024 as higher global energy costs, due in part to gas curtailments in Iran and Trinidad and higher gas costs in Europe, raised the global market clearing price required to meet global demand.

Ammonia sales volume in the three months ended March 31, 2025 was 1.1 million tons, an increase of 25% compared to 0.9 million tons in the three months ended March 31, 2024.

Second Quarter of 2025 Compared to Second Quarter of 2024

Net sales in our Ammonia segment increased by $82 million, or 20%, to $491 million in the second quarter of 2025 from $409 million in the second quarter of 2024.

The increase in our net sales reflects an 8% increase in average selling prices and an 11% increase in sales volume.

Average selling prices increased to $452 per ton in the second quarter of 2025 compared to $418 per ton in the second quarter of 2024.

The increase in our average selling price was due primarily to higher global energy costs that raised the global market clearing price required to meet global demand.

Ammonia sales volume in the second quarter of 2025 was 1.1 million tons, an increase of 11% compared to 1.0 million tons in the second quarter of 2024.

The increase in sales volume was due primarily to favorable weather in the second quarter of 2025, which resulted in higher spring ammonia applications, supported by higher supply availability driven by higher beginning inventory entering the second quarter of 2025.

Cost of Sales.

Cost of sales in our Ammonia segment averaged $292 per ton in the three months ended March 31, 2025, a 20% decrease from $367 per ton in the three months ended March 31, 2024.

The decrease was due primarily to lower costs associated with maintenance activity in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, which included higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in January 2024 as discussed above.

Cost of sales in our Ammonia segment averaged $327 per ton in the second quarter of 2025, a 22% increase from $268 per ton in the second quarter of 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the second quarter of 2025 compared to the second quarter of 2024.

Gross Margin .

Gross margin in our Ammonia segment increased by $121 million, or 186%, to $186 million in the three months ended March 31, 2025 from $65 million in the three months ended March 31, 2024, and our gross margin percentage was 35.8% in the three months ended March 31, 2025 compared to 16.2% in the three months ended March 31, 2024 .

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increase d gross margin by $66 million, a 25% increase in sales volume , which increased gross margin by $59 million, and a 4% increase in average selling prices, which increased gross margin by $12 million .

These factors that increased gross margin were partially offset by the impact of an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $3 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural

Gross margin in our Ammonia segment decreased by $11 million, or 7%, to $136 million in the second quarter of 2025 from $147 million in the second quarter of 2024, and our gross margin percentage was 27.7% in the second quarter of 2025 compared to 35.9% in the second quarter of 2024 .

The decrease in gross margin was due primarily to an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $47 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $40 million.

These factors that decreased gross margin were partially offset by an 8% increase in average selling prices, which increased gross margin by $52 million and an 11% increase in sales volume, which increased gross margin by $24 million .

CF INDUSTRIES HOLDINGS, INC.

gas derivatives in the three months ended March 31, 2025 compared to a $12 million gain in the three months ended March 31, 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net sales in our Ammonia segment increased by $200 million, or 25%, to $1.01 billion in the six months ended June 30, 2025 from $811 million in the six months ended June 30, 2024.

The increase in our net sales reflects an 18% increase in sales volume and a 6% increase in average selling prices.

Average selling prices increased to $453 per ton in the six months ended June 30, 2025 compared to $428 per ton in the six months ended June 30, 2024 as higher global energy costs, due in part to gas curtailments and higher gas costs in Europe, raised the global market clearing price required to meet global demand.

Ammonia sales volume in the six months ended June 30, 2025 was 2.2 million tons, an increase of 18% compared to 1.9 million tons in the six months ended June 30, 2024.

Cost of Sales.

Cost of sales in our Ammonia segment averaged $309 per ton in the six months ended June 30, 2025, a 2% decrease from $316 per ton in the six months ended June 30, 2024.

The decrease was due primarily to lower costs for maintenance activity in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which included higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in the first quarter of 2024 as discussed above, partially offset by higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

Gross margin in our Ammonia segment increased by $110 million, or 52%, to $322 million in the six months ended June 30, 2025 from $212 million in the six months ended June 30, 2024, and our gross margin percentage was 31.8% in the six months ended June 30, 2025 compared to 26.1% in the six months ended June 30, 2024 .

The increase in gross margin was due primarily to an 18% increase in sales volume , which increased gross margin by $83 million, a 6% increase in average selling prices, which increased gross margin by $64 million, and a net decrease in manufacturing, maintenance and other costs, which increase d gross margin by $26 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the six months ended June 30, 2025 compared to a $12 million gain in the six months ended June 30, 2024.

Granular Urea Segment

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The following table presents summary operating data for our Granular Urea segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

2024 2025 2024 2025 v.

(dollars in millions, except per ton amounts)

17 unchanged sentences

Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our Granular Urea segment increased $32 million, or 8%, to $439 million in the three months ended March 31, 2025 from $407 million in the three months ended March 31, 2024 due primarily to a 5% increase in average selling prices and a 3% increase in sales volume.

Average selling prices increased to $390 per ton in the three months ended March 31, 2025 compared to $373 per ton in the three months ended March 31, 2024 as higher global energy costs, due in part to gas shortages in Iran, raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

CF INDUSTRIES HOLDINGS, INC.

Second Quarter of 2025 Compared to Second Quarter of 2024

Net sales in our Granular Urea segment increased $90 million, or 20%, to $547 million in the second quarter of 2025 from $457 million in the second quarter of 2024.

The increase in our net sales reflects a 26% increase in average selling prices, partially offset by a 5% decrease in sales volume.

Average selling prices increased to $460 per ton in the second quarter of 2025 compared to $365 per ton in the second quarter of 2024.

The increase in our average selling price was due primarily to higher global energy costs and natural gas availability-related supply disruptions in Egypt and Iran, which raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

The decrease in sales volume was due primarily to decreased supply availability as a result of lower production in the second quarter of 2025 compared to the second quarter of 2024.

Cost of Sales.

Cost of sales in our Granular Urea segment averaged $236 per ton in the three months ended March 31, 2025, a 2% increase from $232 per ton in the three months ended March 31, 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, in the three months ended March 31, 2025, partially offset by lower costs associated with maintenance activity.

Cost of sales in our Granular Urea segment averaged $225 per ton in the second quarter of 2025, a 22% increase from $184 per ton in the second quarter of 2024.

Gross Margin .

Gross margin in our Granular Urea segment increased by $19 million, or 12%, to $173 million in the three months ended March 31, 2025 from $154 million in the three months ended March 31, 2024, and our gross margin percentage was 39.4% in the three months ended March 31, 2025 compared to 37.8% in the three months ended March 31, 2024.

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $20 million, a 5% increase in average selling prices, which increased gross margin by $19 million, and a 3% increase in sales volume, which increased gross margin by $5 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $16 million.

Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

Gross margin in our Granular Urea segment increased by $52 million, or 23%, to $279 million in the second quarter of 2025 from $227 million in the second quarter of 2024, and our gross margin percentage was 51.0% in the second quarter of 2025 compared to 49.7% in the second quarter of 2024 .

The increase in gross margin was due primarily to a 26% increase in average selling prices, which increased gross margin by $108 million .

This increase in gross margin was partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $34 million , a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $16 million , and a 5% decrease in sales volume, which decreased gross margin by $6 million.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net sales in our Granular Urea segment increased $122 million, or 14%, to $986 million in the six months ended June 30, 2025 from $864 million in the six months ended June 30, 2024 due primarily to a 15% increase in average selling prices, partially offset by a 1% decrease in sales volume.

Average selling prices increased to $426 per ton in the six months ended June 30, 2025 compared to $369 per ton in the six months ended June 30, 2024 as higher global energy costs and natural gas availability-related supply disruptions in Egypt and Iran, which raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

Cost of Sales.

Cost of sales in our Granular Urea segment averaged $231 per ton in the six months ended June 30, 2025, a 12% increase from $206 per ton in the six months ended June 30, 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

Gross margin in our Granular Urea segment increased by $71 million, or 19%, to $452 million in the six months ended June 30, 2025 from $381 million in the six months ended June 30, 2024, and our gross margin percentage was 45.8% in the six months ended June 30, 2025 compared to 44.1% in the six months ended June 30, 2024.

The increase in gross margin was due primarily to a 15% increase in average selling prices, which increased gross margin by $127 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $4 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $50 million, and a 1% decrease in sales volume, which decreased gross margin by $1 million.

Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024.

CF INDUSTRIES HOLDINGS, INC.

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The following table presents summary operating data for our UAN segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

2024 2025 2024 2025 v.

(dollars in millions, except per ton amounts)

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Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our UAN segment increased $45 million, or 11%, to $470 million in the three months ended March 31, 2025 from $425 million in the three months ended March 31, 2024 due primarily to a 16% increase in sales volume, partially offset by a 5% decrease in average selling prices.

Sales volume was higher due primarily to increased supply availability as a result of higher production in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Average selling prices decreased to $251 per ton in the three months ended March 31, 2025 compared to $264 per ton in the three months ended March 31, 2024 due primarily to shipments in the first quarter of 2025 fulfilling sales commitments made in the fourth quarter of 2024, which was a lower selling price environment.

Second Quarter of 2025 Compared to Second Quarter of 2024

Net sales in our UAN segment increased $135 million, or 28%, to $610 million in the second quarter of 2025 from $475 million in the second quarter of 2024 due primarily to an 18% increase in average selling prices and a 9% increase in sales volume.

Average selling prices increased to $321 per ton in the second quarter of 2025 compared to $272 per ton in the second quarter of 2024 due primarily to higher global energy costs, which raised the global market clearing price required to meet global demand.

Sales volume was higher due primarily to inventory drawdown to meet strong domestic and international demand.

Cost of Sales.

Cost of sales in our UAN segment averaged $175 per ton in both the three months ended March 31, 2025 and 2024 due primarily to lower costs associated with maintenance activity, partially offset by higher realized natural gas costs, including the impact of realized derivatives.

Cost of sales in our UAN segment averaged $179 per ton in the second quarter of 2025, a 21% increase from $148 per ton in second quarter of 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the second quarter of 2025 compared to the second quarter of 2024.

Gross Margin .

Gross margin in our UAN segment decreased by $1 million, or 1%, to $142 million in the three months ended March 31, 2025 from $143 million in the three months ended March 31, 2024, and our gross margin percentage was 30.2% in the three months ended March 31, 2025 compared to 33.6% in the three months ended March 31, 2024.

The decrease in gross margin was due primarily to a 5% decrease in average selling prices, which decreased gross margin by $23 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $16 million.

These factors that decreased gross margin were offset by a 16% increase in sales volume, which increased gross margin by $31 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $18 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the three months ended March 31, 2025 compared to a $10 million gain in the three months ended March 31, 2024.

Gross margin in our UAN segment increased by $54 million, or 25%, to $270 million in the second quarter of 2025 from $216 million in the second quarter of 2024, and our gross margin percentage was 44.3% in the second quarter of 2025 compared to 45.5% in the second quarter of 2024.

The increase in gross margin was due primarily to an 18% increase in average selling prices, which increased gross margin by $86 million, and a 9% increase in sales volume, which increased gross margin by $32 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $43 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $21 million.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net sales in our UAN segment increased $180 million, or 20%, to $1.08 billion in the six months ended June 30, 2025 from $900 million in the six months ended June 30, 2024 due primarily to a 12% increase in sales volume and a 7% increase in average selling prices.

The increase in sales volume was due primarily to inventory drawdown to meet strong domestic and international demand and higher supply availability as a result of higher production in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 and higher beginning inventory entering 2025.

Average selling prices

CF INDUSTRIES HOLDINGS, INC.

increased to $286 per ton in the six months ended June 30, 2025 compared to $268 per ton in the six months ended June 30, 2024 due primarily to higher global energy costs, which raised the global market clearing price required to meet global demand.

Cost of Sales.

Cost of sales in our UAN segment averaged $177 per ton in the six months ended June 30, 2025, a 10% increase from $161 per ton in the six months ended June 30, 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

Gross margin in our UAN segment increased by $53 million, or 15%, to $412 million in the six months ended June 30, 2025 from $359 million in the six months ended June 30, 2024, and our gross margin percentage was 38.1% in the six months ended June 30, 2025 compared to 39.9% in the six months ended June 30, 2024.

The increase in gross margin was due primarily to a 7% increase in average selling prices, which increased gross margin by $63 million, and a 12% increase in sales volume, which increased gross margin by $63 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $59 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $3 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the six months ended June 30, 2025 compared to a $10 million gain in the six months ended June 30, 2024.

Our AN segment produces ammonium nitrate (AN).

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The following table presents summary operating data for our AN segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

2024 2025 2024 2025 v.

(dollars in millions, except per ton amounts)

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Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our AN segment decreased $13 million, or 11%, to $101 million in the three months ended March 31, 2025 from $114 million in the three months ended March 31, 2024 due to a 16% decrease in sales volume partially offset by a 5% increase in average selling prices.

Sales volume was lower due primarily to lower supply availability as a result of lower production in the three months ended March 31, 2025 and lower beginning inventory entering 2025.

Average selling prices increased to $308 per ton in the three months ended March 31, 2025 compared to $292 per ton in the three months ended March 31, 2024 as higher global energy costs raised the global market clearing price required to meet global demand.

Second Quarter of 2025 Compared to Second Quarter of 2024

Net sales in our AN segment increased $19 million, or 19%, to $117 million in the second quarter of 2025 from $98 million in the second quarter of 2024 due to an 8% increase in average selling prices and an 11% increase in sales volume.

Average selling prices increased to $310 per ton in the second quarter of 2025 compared to $288 per ton in the second quarter of 2024 as higher global energy costs raised the global market clearing price required to meet global demand.

Sales volume was higher due primarily to higher beginning inventory entering the second quarter of 2025.

Cost of Sales.

Cost of sales in our AN segment averaged $259 per ton in the three months ended March 31, 2025, a 4% decrease from $269 per ton in the three months ended March 31, 2024.

The decrease was due primarily to lower costs for maintenance activity in North America, and, for our United Kingdom operations, a lower cost per ton for purchased ammonia used for upgrading into AN.

Cost of sales in our AN segment averaged $244 per ton in the second quarter of 2025, an 11% increase from $220 per ton in the second quarter of 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

Gross margin in our AN segment increased $7 million, or 78%, to $16 million in the three months ended March 31, 2025 from $9 million in the three months ended March 31, 2024, and our gross margin percentage was 15.8% in the three months ended March 31, 2025 compared to 7.9% in the three months ended March 31, 2024.

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $10 million, and a 5% increase in average selling prices, which increased gross margin by $3 million.

These factors that increased gross margin were partially offset by a 16% decrease in sales volume, which decreased gross margin by $3 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $2 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

Gross margin in our AN segment increased $2 million, or 9%, to $25 million in the second quarter of 2025 from $23 million in the second quarter of 2024, and our gross margin percentage was 21.4% in the second quarter of 2025

CF INDUSTRIES HOLDINGS, INC.

compared to 23.5% in the second quarter of 2024.

The increase in gross margin was due primarily to an 8% increase in average selling prices, which increased gross margin by $11 million, and an 11% increase in sales volume, which increased gross margin by $5 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $7 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $7 million.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net sales in our AN segment increased $6 million, or 3%, to $218 million in the six months ended June 30, 2025 from $212 million in the six months ended June 30, 2024 due to a 7% increase in average selling prices, partially offset by a 3% decrease in sales volume.

Average selling prices increased to $309 per ton in the six months ended June 30, 2025 compared to $290 per ton in the six months ended June 30, 2024 as higher global energy costs raised the global market clearing price required to meet global demand.

Sales volume was lower due primarily to lower supply availability due to lower beginning inventory entering 2025 and lower production in the six months ended June 30, 2025.

Cost of Sales.

Cost of sales in our AN segment averaged $251 per ton in the six months ended June 30, 2025, a 2% increase from $246 per ton in the six months ended June 30, 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, partially offset by lower costs for maintenance activity in North America.

Gross Margin .

Gross margin in our AN segment increased $9 million, or 28%, to $41 million in the six months ended June 30, 2025 from $32 million in the six months ended June 30, 2024, and our gross margin percentage was 18.8% in the six months ended June 30, 2025 compared to 15.1% in the six months ended June 30, 2024.

The increase in gross margin was due primarily to a 7% increase in average selling prices, which increased gross margin by $14 million, a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $3 million, and favorable product mix, which increased gross margin by $2 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $9 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024.

CF INDUSTRIES HOLDINGS, INC.

Other Segment

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The following table presents summary operating data for our Other segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 v.

2024 2025 2024 2025 v.

(dollars in millions, except per ton amounts)

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Sales volume by nutrient tons (000s) (1)

94 109 (15) (14) % 200 208 (8) (4) %

Average selling price per product ton $ 268 $ 239 $ 29 12 % $ 259 $ 238 $ 21 9 %

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(1) Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our Other segment increased by $11 million, or 9%, to $133 million in the three months ended March 31, 2025 from $122 million in the three months ended March 31, 2024 due to a 5% increase in average selling prices and a 3% increase in sales volume.

Second Quarter of 2025 Compared to Second Quarter of 2024

Net sales in our Other segment decreased by $8 million, or 6%, to $125 million in the second quarter of 2025 from $133 million in the second quarter of 2024 due to a 16% decrease in sales volume, partially offset by a 12% increase in average selling prices.

The decrease in sales volume primarily reflected lower DEF and nitric acid shipments.

Average selling prices increased by 12% as higher global energy costs raised the global market clearing price required to meet global demand.

The increase in sales volume was due primarily to higher DEF and urea liquor sales volume, partially offset by lower nitric acid sales volume.

Cost of Sales.

Cost of sales in our Other segment averaged $147 per ton in the three months ended March 31, 2025, a 10% decrease from $164 per ton in the three months ended March 31, 2024, due primarily to lower costs for maintenance activity, partially offset by the impact of higher realized natural gas costs, including the impact of realized derivatives.

Cost of sales in our Other segment averaged $171 per ton in the second quarter of 2025, a 41% increase from $121 per ton in the second quarter of 2024, due primarily to higher costs associated with maintenance activity, and higher realized natural gas costs, including the impact of realized derivatives, in the second quarter of 2025 compared to the second quarter of 2024.

Gross Margin .

Gross margin in our Other segment increased by $17 million, or 45%, to $55 million in the three months ended March 31, 2025 from $38 million in the three months ended March 31, 2024, and our gross margin percentage was 41.4% in the three months ended March 31, 2025 compared to 31.1% in the three months ended March 31, 2024.

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $11 million, a 5% increase in average selling prices, which increased gross margin by $6 million, and a 3% increase in sales volume, which increased gross margin by $4 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $3 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

Gross margin in our Other segment decreased by $21 million, or 32%, to $45 million in the second quarter of 2025 from $66 million in the second quarter of 2024, and our gross margin percentage was 36.0% in the second quarter of 2025 compared to 49.6% in the second quarter of 2024.

The decrease in gross margin was due primarily to a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $14 million, a 16% decrease in sales volume, which decreased gross margin by $14 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $5 million.

These factors that decreased gross margin were partially offset by a 12% increase in average selling prices, which increased gross margin by $13 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the second quarter of 2024.

CF INDUSTRIES HOLDINGS, INC.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net sales in our Other segment increased by $3 million, or 1%, to $258 million in the six months ended June 30, 2025 from $255 million in the six months ended June 30, 2024 due to a 9% increase in average selling prices, partially offset by a 7% decrease in sales volume.

Average selling prices increased as higher global energy costs raised the global market clearing price required to meet global demand.

The decrease in sales volume was due primarily to lower nitric acid and DEF sales volume.

Cost of Sales.

Cost of sales in our Other segment averaged $159 per ton in the six months ended June 30, 2025, a 13% increase from $141 per ton in the six months ended June 30, 2024, due primarily to the impact of higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Gross Margin .

Gross margin in our Other segment decreased by $4 million, or 4%, to $100 million in the six months ended June 30, 2025 from $104 million in the six months ended June 30, 2024, and our gross margin percentage was 38.8% in the six months ended June 30, 2025 compared to 40.8% in the six months ended June 30, 2024.

The decrease in gross margin was due primarily to a 7% decrease in sales volume, which decreased gross margin by $10 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $8 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $3 million.

These factors that decreased gross margin were partially offset by a 9% increase in average selling prices, which increased gross margin by $19 million.

Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024.

Liquidity and Capital Resources

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We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement.

As of March 31, 2025, our cash and cash equivalents balance was $1.41 billion, a decrease of $208 million from $1.61 billion at December 31, 2024.

At March 31, 2025, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

At June 30, 2025, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

As of June 30, 2025, our cash and cash equivalents balance was $1.69 billion, an increase of $72 million from $1.61 billion at December 31, 2024, and consisted of the following:

2025 December 31,

(in millions)

Cash and cash equivalents, excluding amounts related to Blue Point Number One, LLC $ 1,422 $ 1,614

Cash and cash equivalents—Blue Point Number One, LLC 264 —

Total cash and cash equivalents $ 1,686 $ 1,614

Cash Equivalents

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and those guaranteed by entities affiliated with governmental entities.

CF INDUSTRIES HOLDINGS, INC.

Blue Point Joint Venture

On April 8, 2025, we announced that we formed a joint venture, Blue Point Number One, LLC, with JERA and Mitsui for the construction, production and offtake of low-carbon ammonia.

Upon formation, we held 40% ownership, JERA held 35% ownership, and Mitsui held 25% ownership in the joint venture.

Under the terms of the joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025.

We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture.

Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025.

If the specified condition is met, JERA can reduce its ownership below 35% but not lower than 20%.

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At our Blue Point complex in Ascension Parish, Louisiana, the Blue Point joint venture is expected to construct an ATR ammonia production facility with a CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration.

Pre-construction activities and engineering evaluations at our Blue Point complex will begin in 2025.

Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025.

Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029.

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Pursuant to periodic joint venture capital calls, the joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their ownership percentages.

As a result of the consolidation of the Blue Point joint venture in our financial statements, including our consolidated balance sheets, our cash and cash equivalents balance at each financial statement date will reflect the total cash and cash equivalents held by the joint venture.

During the second quarter of 2025, we, JERA and Mitsui made initial capital contributions of $157 million, $137 million and $98 million, respectively, to the Blue Point joint venture.

We funded $114 million of our contribution with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.

In June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, for a subsidiary of Linde plc to design, construct, own, operate and maintain an ASU at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility, eliminating the need for the Blue Point joint venture to construct an ASU.

As a result, the total projected cost of the low-carbon ATR ammonia production facility was reduced from approximately $4.0 billion to $3.7 billion.

This infrastructure will be constructed with a similar timeline as the ammonia production facility noted above.

See “Overview of CF Holdings—Our Strategy,” above, and Note 15—Subsequent Events, for additional information on the Blue Point joint venture.

See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy.

Capital expenditures totaled $132 million in the first three months of 2025 compared to $98 million in the first three months of 2024.

CF INDUSTRIES HOLDINGS, INC.

The Blue Point joint venture will be consolidated in our financial statements, including our statements of cash flows.

We currently anticipate that our consolidated capital expenditures for the full year 2025 to be in the range of $800 million to $900 million, consisting of approximately $500 million for our existing operations and approximately $300 million to $400 million representing the joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex.

Also, we anticipate our 2025 capital spending related to the construction of the Blue Point complex scalable infrastructure will be approximately $25 million.

Of the joint venture’s $300 million to $400 million of planned 2025 capital expenditures, approximately $120 million to $160 million would be funded by us, representing our 40% equity interest in the joint venture, and approximately $180 million to $240 million would be funded by our partners in the joint venture, representing their combined 60% equity interest in the joint venture.

Capital expenditures totaled $377 million in the first six months of 2025 compared to $182 million in the first six months of 2024.

Our capital expenditures for the first six months of 2025 included $90 million related to the Blue Point joint venture.

The Blue Point joint venture is consolidated in our financial statements, including our statements of cash flows.

We currently anticipate that our consolidated capital expenditures for the full year 2025 to be in the range of $800 million to $900 million, consisting of approximately $500 million for our existing operations and approximately $300 million to $400 million representing the Blue Point joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex.

Also, we anticipate our 2025 capital spending will include up to $25 million related to our construction of the Blue Point complex scalable infrastructure.

Of the Blue Point joint venture’s $300 million to $400 million of planned 2025 capital expenditures, approximately $120 million to $160 million has been, and is expected to be, funded by us, representing our 40% equity interest in the Blue Point joint venture, and approximately $180 million to $240 million has been, and is expected to be, funded by our partners in the joint venture, representing their combined 60% equity interest in the Blue Point joint venture.

Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.

Any of these changes in planned capital expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows.

Any of these changes in planned capital

CF INDUSTRIES HOLDINGS, INC.

expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows.

See “—Forward-Looking Statements” for additional risks related to our planned capital expenditures.

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On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock (the 2022 Share Repurchase Program), which commenced in the second quarter of 2023 upon completion of our previous share repurchase program and is effective through December 31, 2025.

On May 6, 2025, the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon the completion of the 2022 Share Repurchase Program and effective through December 31, 2029.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program.

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First quarter 5.4 434

Shares repurchased as of March 31, 2025

Second quarter 2.8 202

Total shares repurchased in 2025 8.2 636

Shares repurchased as of June 30, 2025

______________________________________________________________________________

(1) As defined in the 2022 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the three months ended March 31, 2025, we repurchased approximately 5.4 million shares under the 2022 Share Repurchase Program for $434 million.

As of March 31, 2025, we held approximately 5.6 million shares of treasury stock.

In the three months ended March 31, 2024, we repurchased approximately 4.3 million shares under the 2022 Share Repurchase Program for $347 million, of which $14 million was accrued and unpaid as of March 31, 2024.

CF INDUSTRIES HOLDINGS, INC.

In the six months ended June 30, 2025, we repurchased approximately 8.2 million shares under the 2022 Share Repurchase Program for $636 million.

In the six months ended June 30, 2024, we repurchased approximately 8.3 million shares under the 2022 Share Repurchase Program for $652 million, of which $14 million was accrued and unpaid as of June 30, 2024.

Canada Revenue Agency Competent Authority Matter

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In the fourth quarter of 2024, we received interest relief from the CRA consisting of interest refunds of $21 million and related interest of $2 million.

In addition, interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on current estimates and foreign currency exchange rates as of March 31, 2025.

We expect to receive the interest refunds from the Alberta TRA in the second quarter of 2025.

We expect to receive the interest refunds from the Alberta TRA in the second half of 2025.

CF INDUSTRIES HOLDINGS, INC.

Revolving Credit Agreement

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The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant.

As of March 31, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement.

In addition, there were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2024, or during the three months ended March 31, 2025 or 2024.

As of June 30, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement.

In addition, there were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2024, or during the six months ended June 30, 2025 or 2024.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $425 million of letters of credit.

As of March 31, 2025, approximately $324 million of letters of credit were outstanding under this agreement.

Long-term debt presented on our consolidated balance sheets as of March 31, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate March 31, 2025 December 31, 2024

As of June 30, 2025, approximately $342 million of letters of credit were outstanding under this agreement.

Long-term debt presented on our consolidated balance sheets as of June 30, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate June 30, 2025 December 31, 2024

Principal Outstanding Carrying Amount (1)

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(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs.

Total unamortized debt discount was $6 million as of both March 31, 2025 and December 31, 2024, and total deferred debt issuance costs were $22 million and $23 million as of March 31, 2025 and December 31, 2024, respectively.

Total unamortized debt discount was $5 million and $6 million as of June 30, 2025 and December 31, 2024, respectively, and total deferred debt issuance costs were $22 million and $23 million as of June 30, 2025 and December 31, 2024, respectively.

(2) Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

CF INDUSTRIES HOLDINGS, INC.

Under the indentures (including the applicable supplemental indentures) governing our senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.

Under the indenture governing the 4.500% senior secured notes due 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 (the Public Senior Notes) and the 4.500% senior secured notes due December 2026 (the 2026 Notes), each series of notes is guaranteed by CF Holdings.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

CF INDUSTRIES HOLDINGS, INC.

Forward Sales and Customer Advances

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Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized.

As of March 31, 2025 and December 31, 2024, we had $241 million and $118 million, respectively, in customer advances on our consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, we had $32 million and $118 million, respectively, in customer advances on our consolidated balance sheets.

While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors, including current market conditions, our customers’ outlook of future market fundamentals and seasonality.

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Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives.

As of March 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 5.8 million MMBtus of natural gas.

As of June 30, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 13.6 million MMBtus of natural gas.

As of December 31, 2024, our open natural gas derivative contracts consisted of natural gas fixed price swaps and basis swaps for 16.0 million MMBtus of natural gas.

Defined Benefit Pension Plans

We did not contribute any amounts to our pension plans in the three months ended March 31, 2025.

We did not contribute any amounts to our pension plans in the six months ended June 30, 2025.

Over the remainder of 2025, we expect to contribute approximately $7 million to our pension plans.

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Distributions to Noncontrolling Interest in CFN

On January 31, 2025, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2024 in accordance with CFN’s limited liability company agreement, and on January 31, 2025, CFN distributed $129 million to CHS for this distribution period.

The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2025 is approximately $71 million.

On January 31, 2025, CFN distributed $129 million to CHS for the distribution period ended December 31, 2024.

On July 31, 2025, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2025 in accordance with CFN’s limited liability company agreement, and CFN distributed $175 million to CHS for this distribution period.

Net cash provided by operating activities during the first six months of 2025 was $1.15 billion, an increase of $229 million, compared to $920 million in the first six months of 2024.

The increase in cash flow from operations was due primarily to an increase in gross margin, driven by higher sales volume and increased average selling prices, partially offset by higher natural gas costs.

Net cash used in investing activities was $368 million in the first six months of 2025 compared to $134 million in the first six months of 2024.

Capital expenditures totaled $377 million during the first six months of 2025 compared to $182 million in the first six months of 2024.

Our capital expenditures for the first six months of 2025 included $90 million related to the Blue Point joint venture.

CF INDUSTRIES HOLDINGS, INC.

Net cash provided by operating activities during the first three months of 2025 was $586 million, an increase of $141 million, compared to $445 million in the first three months of 2024.

The increase in cash flow from operations was due primarily to higher net earnings and changes in net working capital.

Net earnings for the first three months of 2025 was $351 million compared to $238 million for the first three months of 2024, an increase of $113 million.

The increase in net earnings was due primarily to an increase in gross margin, driven by higher sales volume and increased average selling prices, partially offset by higher natural gas costs.

During the first three months of 2025, net changes in working capital contributed $25 million more toward net cash from operations than in the first three months of 2024.

These changes primarily occurred in customer advances, partially offset by accounts receivable.

Net cash used in investing activities was $126 million in the first three months of 2025 compared to $100 million in the first three months of 2024.

Capital expenditures totaled $132 million during the first three months of 2025 compared to $98 million in the first three months of 2024.

Net cash used in financing activities was $671 million in the first three months of 2025 compared to $602 million in the first three months of 2024.

The increase was due primarily to an increase in share repurchases, partially offset by a decrease in distributions to noncontrolling interest and dividends paid.

In the first three months of 2025, we paid $444 million for share repurchases compared to $339 million paid for share repurchases in the first three months of 2024.

In the first three months of 2025, distributions to the noncontrolling interest were $129 million compared to $144 million in the first three months of 2024.

In the first three months of 2025, dividends paid on common stock was $86 million compared to $97 million in the first three months of 2024.

Net cash used in financing activities was $733 million in the first six months of 2025 compared to $998 million in the first six months of 2024.

The decrease was due primarily to contributions from noncontrolling interests of $235 million in the first six months of 2025 and a decrease in dividends paid on common stock due to lower shares outstanding as a result of common shares repurchased under our share repurchase program.

In the first six months of 2025, dividends paid on common stock was $167 million compared to $188 million in the first six months of 2024.

Critical Accounting Estimates

During the first three months of 2025, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

During the first six months of 2025, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

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• the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results;

CF INDUSTRIES HOLDINGS, INC.

• the global commodity nature of our nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers;

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• acts of terrorism and regulations to combat terrorism;

CF INDUSTRIES HOLDINGS, INC.

• the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;

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• failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.

CF INDUSTRIES HOLDINGS, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis