What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 341 added, 319 removed, 609 unchanged (52% of the section changed)

29 unchanged sentences

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 June 30, 2025 include:

Our principal assets as of September 30, 2025 include:

manufacturing facilities located in:

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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.

At our Donaldsonville complex, the dehydration and compression unit 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.

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 geological 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.

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.

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).

Upon receiving its Class VI permit, 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.

Environmental Protection Agency issued the final Class

CF INDUSTRIES HOLDINGS, INC.

VI permits for Rose in October 2025.

Beginning of storage activities at Rose also requires authorization from the Railroad Commission of Texas.

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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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.

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

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 once production commences.

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

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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.

During the third quarter of 2025, we, JERA and Mitsui made capital contributions of $38 million, $33 million and $23 million, respectively, to the Blue Point joint venture.

During the nine months ended September 30, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture.

We funded $152 million of our contributions 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, with a subsidiary of Linde plc for them 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.

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

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.

Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc.

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.

CF INDUSTRIES HOLDINGS, INC.

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

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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

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Government Policies

On March 4, 2025, U.S.

tariffs on Canadian imports went into effect and were applicable to the portion of our products manufactured in Canada that are either shipped to customers with U.S.

destinations or shipped to one of our U.S.

However, on March 6, 2025, an executive order was issued that excluded from these tariffs any products that enter the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement (USMCA).

As a result, the U.S.

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.

imports of steel and aluminum products from countries that had negotiated exemptions from those U.S.

tariffs (originally imposed in 2018) and applied tariffs to U.S.

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.

tariffs were announced by the Trump administration, consisting of (1) a ten percent tariff on nearly all imports into the United States with certain country (including Canada, Mexico, and Russia) and product exceptions and (2) higher tariffs on more than 50 countries.

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 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.

Since January 20, 2025, the Trump administration has imposed, modified and proposed additional tariffs on a range of products from most countries around the world and has negotiated and is negotiating tariff and trade agreements that have resulted and will continue to result in changes to existing tariffs and other trade policies in the United States and globally.

Since March 6, 2025, the United States has excluded from tariffs any products that enter the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement, such that U.S.

tariffs on Canadian imports are currently not applicable to our Canadian production.

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

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

In particular, the U.S.

Supreme Court is reviewing the imposition of reciprocal tariffs and tariffs on Canada and Mexico, pursuant to the International Emergency Economic Powers Act, with a decision expected in 2026.

Any of the proposed or enacted tariffs and changes to U.S.

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

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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.

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

The legislation has multiple effective dates, with certain provisions becoming effective in fiscal year 2025 and the majority taking effect in future years.

The impacts of the Act are reflected in our results for the three months ended September 30, 2025, and did not have a material impact on our income tax expense.

However, we expect certain provisions of the Act will affect the timing of cash tax payments in the current fiscal year and future periods.

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 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.

In the third quarter of 2025, the average selling price for our products was $368 per ton, or 29% higher, compared to $286 per ton in the third quarter of 2024.

This resulted in an increase in net sales of approximately $370 million for the third quarter of 2025 compared to the third quarter of 2024.

CF INDUSTRIES HOLDINGS, INC.

due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

Global demand was particularly strong in the Northern Hemisphere, India and Brazil.

In the nine months ended September 30, 2025, the average selling price for our products was $359 per ton, or 15% higher compared to $311 per ton in the nine months ended September 30, 2024.

This resulted in an increase in net sales of approximately $657 million for the nine months ended September 30, 2025 compared to the nine months ended September 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.

Sales volume was 4.5 million tons in the third quarter of 2025 compared to 4.8 million tons in the third quarter of 2024.

Lower sales volume resulted in a decrease in net sales of approximately $81 million.

The decrease in sales volume was due primarily to lower supply availability entering the third quarter of 2025 for our Granular Urea and UAN segments.

Sales volume in the nine months ended September 30, 2025 was 14.5 million tons compared to 14.2 million tons in the nine months ended September 30, 2024.

This resulted in an increase in net sales of approximately $143 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The increase was due to higher supply availability as a result of increased production in the nine months ended September 30, 2025 compared to the nine months ended September 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 36% and 28% of our production costs in the first six 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 34% and 28% of our production costs in the first nine 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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Weekly storage injections consistently tracked above historical averages, alleviating concerns for below average levels to end the summer injection season.

During the third quarter of 2025, natural gas supply continued to increase as production from both traditional gas basins and associated gas from oil basins contributed to the growth.

Gas demand was lower in the electricity sector compared to the third quarter of 2024 due primarily to mild temperatures and an increase in renewables and coal-fired power generation.

The increased supply and lower demand produced robust storage injections that allowed prices to decrease from an average of $3.50 per MMBtu in the second quarter of 2025 to an average of $3.07 per MMBtu in the third quarter of 2025.

liquefaction facilities set a new record for export volumes as new facilities continued to increase output and existing plants operated near full capacity.

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:

CF INDUSTRIES HOLDINGS, INC.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

5 unchanged sentences

(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 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.

In the third quarter of 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 41% to $2.96 per MMBtu from $2.10 per MMBtu in the third quarter of 2024.

This increase in natural gas costs resulted in a decrease in gross margin of $73 million compared to the third quarter of 2024.

In the nine months ended September 30, 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 40% to $3.34 per MMBtu from $2.38 per MMBtu in the nine months ended September 30, 2024.

This increase in natural gas costs resulted in a decrease in gross margin of $249 million.

Low-carbon Ammonia Production Section 45Q Tax Credits

In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed.

Section 45Q of the Internal Revenue Code provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

As a result, in the third quarter of 2025, we earned approximately $20 million of 45Q tax credits, which is recorded in other operating—net in our consolidated statements of operations for the three and nine months ended September 30, 2025.

Financial Executive Summary

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.

We reported net earnings attributable to common stockholders of $353 million for the three months ended September 30, 2025 compared to $276 million for the three months ended September 30, 2024, an increase in net earnings of $77 million, or 28%.

The increase in net earnings for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to an increase in gross margin of $188 million and $20 million of income for 45Q tax credits earned in the three months ended September 30, 2025.

These factors that increased net earnings attributable to common stockholders were partially offset by (i) higher interest expense as the third quarter of 2024 included a benefit related to discretionary interest relief granted to us on certain Canadian tax matters, (ii) a higher income tax provision due to higher net earnings in the third quarter of 2025, and (iii) higher net earnings attributable to noncontrolling interests.

Gross margin increased by $188 million, or 42%, to $632 million for the three months ended September 30, 2025 compared to $444 million for the three months ended September 30, 2024.

The increase in gross margin was due primarily to a 29% increase in average selling prices to $368 per ton in the third quarter of 2025 from $286 per ton in the third quarter of 2024, which increased gross margin by $370 million, partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $73 million, lower sales volume, which decreased gross margin by $37 million, and higher costs associated with maintenance activity in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Diluted net earnings per share attributable to common stockholders increased $0.64 per share, or 41%, to $2.19 per share in the third quarter of 2025 compared to $1.55 per share in the third quarter of 2024, due 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 161.2 million shares for the three months ended September 30, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 178.6 million shares for the three months ended September 30, 2024.

CF INDUSTRIES HOLDINGS, INC.

Items Affecting Comparability of Results

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.

For the three months ended September 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $353 million and $276 million, respectively.

For the nine months ended September 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $1.05 billion and $890 million, respectively.

In addition to the impact of market conditions and current developments, including the 45Q tax credit income, discussed above, certain items affected the comparability of our financial results for the three and nine months ended September 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.

CF INDUSTRIES HOLDINGS, INC.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Integration costs — — — — — — 4 3

Canada Revenue Agency Competent Authority Matter:

Interest expense (income)—net (5)

— — (40) (39) — — (40) (39)

______________________________________________________________________________

(1) Included in cost of sales in our consolidated statements of operations.

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operations restructuring in our consolidated statement of operations.

(5) Included in interest expense and interest income in our consolidated statements of operations.

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

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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 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.

In the three months ended September 30, 2025, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $1 million compared to a loss of $1 million in the three months ended September 30, 2024.

In the nine months ended September 30, 2025, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $1 million compared to a gain of $33 million in the nine months ended September 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.

In the three months ended September 30, 2025, we recognized a gain on foreign currency transactions of $4 million compared to a loss of $1 million in the three months ended September 30, 2024.

In the nine months ended September 30, 2025, we recognized a gain on foreign currency transactions of $5 million compared to a loss of $2 million in the nine months ended September 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.

In the three and nine months ended September 30, 2025, the Blue Point joint venture incurred costs that were not eligible for capitalization of approximately $2 million and $4 million, respectively, 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.

CF INDUSTRIES HOLDINGS, INC.

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 for the six months ended June 30, 2025.

operations restructuring in our consolidated statement of operations for the nine months ended September 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 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.

In the nine months ended September 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.

Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006-2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA).

In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011.

Based on estimates and foreign currency exchange rates as of September 30, 2024, the interest relief from the CRA and Alberta TRA was estimated to be approximately $40 million, consisting of interest refunds of $37 million and related interest of $3 million.

As a result, in the third quarter of 2024, we recognized $40 million of income consisting of a $37 million reduction in interest expense and $3 million of interest income.

CF INDUSTRIES HOLDINGS, INC.

Consolidated Results of Operations

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,

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

8 unchanged sentences

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

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

Other operating—net (30) 4 (34) N/M (8) (18) 10 56 %

Total other operating costs and expenses 58 82 (24) (29) % 288 228 60 26 %

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

Equity in earnings of operating affiliate 6 2 4 200 % 12 1 11 N/M

Operating earnings 580 364 216 59 % 1,683 1,305 378 29 %

Interest expense 36 37 (1) (3) % 73 74 (1) (1) %

Interest expense 41 — 41 N/M 114 74 40 54 %

Interest income (23) (32) 9 28 % (57) (90) 33 37 %

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

Other non-operating—net (3) (4) 1 25 % (11) (8) (3) (38) %

Earnings before income taxes 565 400 165 41 % 1,637 1,329 308 23 %

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$ 2.96 $ 2.09 $ 0.87 42 % $ 3.35 $ 2.23 $ 1.12 50 %

Realized derivatives (gain) loss in COS (2)

Realized derivatives loss (gain) in COS (2)

— 0.01 (0.01) (100) % (0.01) 0.15 (0.16) N/M

1 unchanged sentence

Average daily market price of natural gas at the Henry Hub $ 3.03 $ 2.08 $ 0.95 46 % $ 3.48 $ 2.19 $ 1.29 59 %

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

Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (1) $ 1 $ (2) N/M $ 1 $ (33) $ 34 N/M

Depreciation and amortization $ 217 $ 229 $ (12) (5) % $ 670 $ 704 $ (34) (5) %

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

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.

Third Quarter of 2025 Compared to Third Quarter of 2024

Our total net sales increased $289 million, or 21%, to $1.66 billion in the third quarter of 2025 compared to $1.37 billion in the third quarter of 2024, due primarily to higher average selling prices, partially offset by lower sales volume.

Our average selling price was $368 per ton in the third quarter of 2025 compared to $286 per ton in the third quarter of 2024.

Average selling prices for all of our major products were higher in the third quarter of 2025 than in the third quarter of 2024 due primarily to strong demand for all nitrogen products, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

Global demand was particularly strong in the Northern Hemisphere, India and Brazil.

The impact of higher average selling prices was an increase in net sales of approximately $370 million for the third quarter of 2025 compared to the third quarter of 2024.

Our total sales volume was 4.5 million product tons in the third quarter of 2025 compared to 4.8 million product tons in the third quarter of 2024, as lower sales volume in our Granular Urea and UAN segments was partially offset by higher sales volume in our Ammonia and Other segments.

The impact of lower sales volume was a decrease in net sales of approximately $81 million.

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.

Our total cost of sales increased $101 million, or 11%, to $1.03 billion in the third quarter of 2025 from $926 million in the third 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 $73 million and higher costs in the third quarter of 2025 associated with maintenance activity, partially offset by a decrease in sales volume.

Cost of sales averaged $228 per ton in the third quarter of 2025, an 18% increase compared to $193 per ton in the third quarter of 2024.

Our cost of natural gas, including the impact of realized derivatives, increased $0.86 per MMBtu, or 41%, to $2.96 per MMBtu in the third quarter of 2025 from $2.10 per MMBtu in the third 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.

Selling, general and administrative expenses increased $10 million to $88 million in the third quarter of 2025 compared to $78 million in the third quarter of 2024.

The increase was due primarily to higher incentive compensation due to strong operating performance.

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.

Other operating—net was $30 million of income in the third quarter of 2025 compared to $4 million of expense in the third quarter of 2024.

The $30 million of income in the third quarter of 2025 consists primarily of approximately $20 million of 45Q tax credits earned as a result of CO 2 sequestered in the third quarter of 2025 and gains on sales of emission credits.

The $4 million of expense in the third quarter of 2024 consists primarily of 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

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $6 million of earnings in the third quarter of 2025 compared to $2 million of earnings in the third quarter of 2024.

Higher equity in earnings of operating affiliate in the third quarter of 2025 compared to the third quarter 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.

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.

The increase in interest expense of $41 million in the third quarter of 2025 compared to the third quarter of 2024 was due primarily to a $37 million reduction in interest expense related to discretionary interest relief on Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025.

This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

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.

Interest income was $23 million in the third quarter of 2025 compared to $32 million in the third quarter of 2024.

The decrease of $9 million was due primarily to a decrease in interest income on short-term investments and $3 million in interest income related to discretionary interest relief from Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025.

This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

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.

For the third quarter of 2025, we recorded an income tax provision of $105 million on pre-tax income of $565 million, or an effective tax rate of 18.6%, compared to an income tax provision of $59 million on pre-tax income of $400 million, or an effective tax rate of 14.8%, for the third quarter of 2024.

For the three months ended September 30, 2024, our income tax provision includes a $9 million income tax benefit arising from the finalization of tax return filing positions, which in relation to pre-tax income of $400 million contributed to a lower effective tax rate compared to the U.S.

statutory rate of 21%.

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.

Our effective tax rate for the third quarter of 2025 of 18.6%, which is based on pre-tax income of $565 million, including $107 million of earnings attributable to the noncontrolling interests, would be 4.3 percentage points higher, or 22.9%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $107 million.

Our effective tax rate for the third quarter of 2024 of 14.8%, which is based on pre-tax income of $400 million, including $65 million of earnings attributable to the noncontrolling interest, would be 2.9 percentage points higher, or 17.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $65 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.

Net earnings attributable to noncontrolling interests increased $42 million to $107 million in the third quarter of 2025 compared to $65 million in the third 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.

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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 $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

Diluted net earnings per share attributable to common stockholders increased $0.64, or 41%, to $2.19 per share in the third quarter of 2025 from $1.55 per share in the third quarter of 2024.

This increase was due primarily to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase program.

Diluted weighted-average common shares outstanding declined 10% from 178.6 million shares for the third quarter of 2024 to 161.2 million shares for the third quarter of 2025.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Our total net sales increased $800 million, or 18%, to $5.21 billion in the first nine months of 2025 compared to $4.41 billion in the first nine months of 2024, due to higher average selling prices and higher sales volume.

Our average selling price was $359 per ton in the first nine months of 2025 compared to $311 per ton in the first nine months of 2024.

Average selling prices for all of our major products were higher in the first nine months of 2025 than in the first nine months of 2024 due primarily to strong demand for all nitrogen products, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

Global demand was particularly strong in the Northern Hemisphere, India and

CF INDUSTRIES HOLDINGS, INC.

volume in our Other, Granular Urea and AN segments.

The impact of higher average selling prices was an increase in net sales of approximately $657 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Our total sales volume was 14.5 million product tons in the first nine months of 2025 compared to 14.2 million product tons in the first nine months of 2024, as higher sales volume in our Ammonia and UAN segments was partially offset by lower sales volume in our Granular Urea, Other and AN segments.

The impact of higher sales volume was an increase in net sales of approximately $143 million.

Cost of Sales

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.

Our total cost of sales increased $373 million, or 13%, to $3.25 billion in the first nine months of 2025 from $2.88 billion in the first nine 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 $249 million, and an increase in sales volume, which increased cost of sales by $43 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.

Cost of sales also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the first nine months of 2025 compared to a $33 million gain in the first nine months of 2024.

Cost of sales averaged $224 per ton in the first nine months of 2025, a 10% increase compared to $203 per ton in the first nine months of 2024.

Our cost of natural gas, including the impact of realized derivatives, increased $0.96 per MMBtu, or 40%, to $3.34 per MMBtu in the first nine months of 2025 from $2.38 per MMBtu in the first nine 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 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.

Selling, general and administrative expenses increased $31 million to $273 million in the first nine months of 2025 compared to $242 million in the first nine months of 2024.

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

Operations Restructuring

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Integration Costs

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.

In the nine months ended September 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 $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.

Other operating—net was $8 million of income in the first nine months of 2025 compared to $18 million of income in the first nine months of 2024.

The $8 million of income in the first nine months of 2025 consists primarily of approximately $20 million of 45Q tax credits earned as a result of CO 2 sequestered in the third quarter of 2025 and gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives.

The $18 million of income in the nine months ended September 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 (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 $73 million in the first six months of 2025 compared to $74 million in the first six months of 2024.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $12 million in the first nine months of 2025 compared to $1 million in the first nine months of 2024.

Equity in earnings of operating affiliate in the first nine 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.

CF INDUSTRIES HOLDINGS, INC.

Interest Expense

Interest expense was $114 million in the first nine months of 2025 compared to $74 million in the first nine months of 2024.

The increase in interest expense of $40 million in the first nine months of 2025 compared to the first nine months of 2024 was due primarily to a $37 million reduction in interest expense related to discretionary interest relief on Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025.

This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Interest Income

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.

Interest income was $57 million in the first nine months of 2025 compared to $90 million in the first nine months of 2024.

The decrease of $33 million was due primarily to a decrease in interest income on short-term investments and $3 million in interest income related to discretionary interest relief on Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025.

This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Income Tax Provision

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.

For the nine months ended September 30, 2025, we recorded an income tax provision of $334 million on pre-tax income of $1.64 billion, or an effective tax rate of 20.4%, compared to an income tax provision of $244 million on pre-tax income of $1.33 billion, or an effective tax rate of 18.4%, for the nine months ended September 30, 2024.

Our income tax provision for the nine months ended September 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 1.3 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.

Our effective tax rate for the nine months ended September 30, 2025 of 20.4%, which is based on pre-tax income of $1.64 billion, including $252 million of earnings attributable to the noncontrolling interests, would be 3.7 percentage points higher, or 24.1%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $252 million.

Our effective tax rate for the nine months ended September 30, 2024 of 18.4%, which is based on pre-tax income of $1.33 billion, including $195 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher, or 21.5%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $195 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.

Net earnings attributable to noncontrolling interests increased $57 million to $252 million in the first nine months of 2025 compared to $195 million in the first nine 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.

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Diluted Net Earnings Per Share Attributable to Common Stockholders

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.

Diluted net earnings per share attributable to common stockholders increased $1.53, or 31%, to $6.39 per share in the first nine months of 2025 from $4.86 per share in the first nine 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.

Diluted weighted-average common shares outstanding declined 10% from 183.1 million shares for the nine months ended September 30, 2024 to 164.3 million shares for the nine months ended September 30, 2025, due primarily to repurchases of common shares under our share repurchase program.

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(dollars in millions)

Three months ended June 30, 2025

Three months ended September 30, 2025

Net sales $ 457 $ 423 $ 517 $ 122 $ 140 $ 1,659

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Gross margin percentage 23.6 % 50.4 % 44.5 % 25.4 % 35.7 % 38.1 %

Three months ended June 30, 2024

Three months ended September 30, 2024

Net sales $ 353 $ 388 $ 406 $ 106 $ 117 $ 1,370

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Gross margin percentage 23.5 % 41.2 % 33.0 % 22.6 % 36.8 % 32.4 %

Six months ended June 30, 2025

Nine months ended September 30, 2025

Net sales $ 1,468 $ 1,409 $ 1,597 $ 340 $ 398 $ 5,212

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Gross margin percentage 29.3 % 47.2 % 40.2 % 21.2 % 37.7 % 37.6 %

Six months ended June 30, 2024

Nine months ended September 30, 2024

Net sales $ 1,164 $ 1,252 $ 1,306 $ 318 $ 372 $ 4,412

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

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

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.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net sales in our Ammonia segment increased by $104 million, or 29%, to $457 million in the third quarter of 2025 from $353 million in the third quarter of 2024.

The increase in our net sales reflects a 12% increase in average selling prices and a 15% increase in sales volume.

Average selling prices increased to $418 per ton in the third quarter of 2025 compared to $372 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

Ammonia sales volume in the third quarter of 2025 was 1.1 million tons, an increase of 15% compared to 948,000 tons in the third quarter of 2024.

The increase in sales volume was due primarily to strong international shipments in the third quarter of 2025.

Cost of Sales.

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.

Cost of sales in our Ammonia segment averaged $319 per ton in the third quarter of 2025, a 12% increase from $284 per ton in the third quarter of 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin .

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 .

Gross margin in our Ammonia segment increased by $25 million, or 30%, to $108 million in the third quarter of 2025 from $83 million in the third quarter of 2024, and our gross margin percentage was 23.6% in the third quarter of 2025 compared to 23.5% in the third quarter of 2024 .

The increase in gross margin was due primarily to a 12% increase in average selling prices, which increased gross margin by $62 million and a 15% increase in sales volume, which increased gross margin by $20 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 $33 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $24 million.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales in our Ammonia segment increased by $304 million, or 26%, to $1.47 billion in the nine months ended September 30, 2025 from $1.16 billion in the nine months ended September 30, 2024.

The increase in our net sales

CF INDUSTRIES HOLDINGS, INC.

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.

reflects a 17% increase in sales volume and an 8% increase in average selling prices.

Ammonia sales volume in the nine months ended September 30, 2025 was 3.3 million tons, an increase of 17% compared to 2.8 million tons in the nine months ended September 30, 2024.

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.

Average selling prices increased to $442 per ton in the nine months ended September 30, 2025 compared to $409 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

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.

Cost of sales in our Ammonia segment averaged $313 per ton in the nine months ended September 30, 2025, a 3% increase from $305 per ton in the nine months ended September 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 the nine months ended September 30, 2025 compared to the nine months ended September 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.

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.

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 $50 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.

Gross margin in our Ammonia segment increased by $135 million, or 46%, to $430 million in the nine months ended September 30, 2025 from $295 million in the nine months ended September 30, 2024, and our gross margin percentage was 29.3% in the nine months ended September 30, 2025 compared to 25.3% in the nine months ended September 30, 2024 .

The increase in gross margin was due primarily to an 8% increase in average selling prices, which increased gross margin by $126 million, a 17% increase in sales volume , which increase d gross margin by $103 million, and a net decrease in manufacturing, maintenance and other costs, which increase d gross margin by $2 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 decreased gross margin by $83 million.

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

Granular Urea Segment

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

20 unchanged sentences

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.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net sales in our Granular Urea segment increased $35 million, or 9%, to $423 million in the third quarter of 2025 from $388 million in the third quarter of 2024.

The increase in our net sales reflects a 36% increase in average selling prices, partially offset by a 20% 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.

Average selling prices increased to $450 per ton in the third quarter of 2025 compared to $330 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

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

Cost of Sales.

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.

Cost of sales in our Granular Urea segment averaged $223 per ton in the third quarter of 2025, a 15% increase from $194 per ton in the third 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 third quarter of 2025 compared to the third quarter of 2024.

Gross Margin .

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 .

Gross margin in our Granular Urea segment increased by $53 million, or 33%, to $213 million in the third quarter of 2025 from $160 million in the third quarter of 2024, and our gross margin percentage was 50.4% in the third quarter of 2025 compared to 41.2% in the third quarter of 2024 .

The increase in gross margin was due primarily to a 36% increase in average selling prices, which increased gross margin by $115 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.

This increase in gross margin was partially offset by a 20% decrease in sales volume, which decreased gross margin by $37 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $15 million , and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $10 million.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales in our Granular Urea segment increased $157 million, or 13%, to $1.41 billion in the nine months ended September 30, 2025 from $1.25 billion in the nine months ended September 30, 2024 due primarily to a 22% increase in average selling prices, partially offset by an 8% decrease in sales volume.

Average selling prices increased to $433 per ton in the nine months ended September 30, 2025 compared to $356 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

The decrease in sales volume was due primarily to decreased supply availability as a result of lower production and lower beginning inventory.

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.

Cost of sales in our Granular Urea segment averaged $229 per ton in the nine months ended September 30, 2025, a 13% increase from $202 per ton in the nine months ended September 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.

Gross margin in our Granular Urea segment increased by $124 million, or 23%, to $665 million in the nine months ended September 30, 2025 from $541 million in the nine months ended September 30, 2024, and our gross margin percentage was 47.2% in the nine months ended September 30, 2025 compared to 43.2% in the nine months ended September 30, 2024.

The increase in gross margin was due primarily to a 22% increase in average selling prices, which increased gross margin by $242 million.

The increase in average selling prices was partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $65 million, and an 8% decrease in sales volume, which decreased gross margin by $38 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $6 million.

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

CF INDUSTRIES HOLDINGS, INC.

3 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

15 unchanged sentences

Depreciation and amortization $ 60 $ 69 $ (9) (13) % $ 205 $ 206 $ (1) — %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ — $ — $ — — % $ 1 $ (10) $ 11 N/M

Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (1) $ 1 $ (2) N/M $ — $ (9) $ 9 100 %

_______________________________________________________________________________

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

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.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net sales in our UAN segment increased $111 million, or 27%, to $517 million in the third quarter of 2025 from $406 million in the third quarter of 2024 due primarily to a 46% increase in average selling prices, partially offset by a 13% decrease in sales volume.

Average selling prices increased to $331 per ton in the third quarter of 2025 compared to $226 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

Sales volume was lower due primarily to lower supply availability entering the third quarter of 2025 as a result of inventory drawdown to meet strong domestic and international demand in the second quarter of 2025.

Cost of Sales.

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.

Cost of sales in our UAN segment averaged $184 per ton in the third quarter of 2025, a 21% increase from $152 per ton in third 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 third quarter of 2025 compared to the third quarter of 2024.

Gross Margin .

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

Gross margin in our UAN segment increased by $96 million, or 72%, to $230 million in the third quarter of 2025 from $134 million in the third quarter of 2024, and our gross margin percentage was 44.5% in the third quarter of 2025 compared to 33.0% in the third quarter of 2024.

The increase in gross margin was due primarily to a 46% increase in average selling prices, which increased gross margin by $165 million.

The increase in average selling prices was partially offset by a 13% decrease in sales volume, which decreased gross margin by $28 million, a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $22 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $21 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the third quarter of 2025 compared to a loss of $1 million in the third quarter of 2024.

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.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales in our UAN segment increased $291 million, or 22%, to $1.60 billion in the nine months ended September 30, 2025 from $1.31 billion in the nine months ended September 30, 2024 due primarily to an 18% increase in average selling prices and a 4% increase in sales volume.

Average selling prices increased to $299 per ton in the nine months ended September 30, 2025 compared to $253 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

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

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.

Cost of sales in our UAN segment averaged $179 per ton in the nine months ended September 30, 2025, a 14% increase from $157 per ton in the nine months ended September 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.

Gross margin in our UAN segment increased by $149 million, or 30%, to $642 million in the nine months ended September 30, 2025 from $493 million in the nine months ended September 30, 2024, and our gross margin percentage was 40.2% in the nine months ended September 30, 2025 compared to 37.7% in the nine months ended September 30, 2024.

The increase in gross margin was due primarily to an 18% increase in average selling prices, which increased gross margin by $228 million, and a 4% increase in sales volume, which increased gross margin by $35 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 $80 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $25 million.

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

Our AN segment produces ammonium nitrate (AN).

3 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

19 unchanged sentences

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

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.

CF INDUSTRIES HOLDINGS, INC.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net sales in our AN segment increased $16 million, or 15%, to $122 million in the third quarter of 2025 from $106 million in the third quarter of 2024 due to a 13% increase in average selling prices and a 2% increase in sales volume.

Average selling prices increased to $318 per ton in the third quarter of 2025 compared to $281 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

Cost of Sales.

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.

Cost of sales in our AN segment averaged $237 per ton in the third quarter of 2025, a 9% increase from $217 per ton in the third quarter of 2024.

The increase was due primarily to higher costs associated with maintenance activity in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin .

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.

Gross margin in our AN segment increased $7 million, or 29%, to $31 million in the third quarter of 2025 from $24 million in the third quarter of 2024, and our gross margin percentage was 25.4% in the third quarter of 2025 compared to 22.6% in the third quarter of 2024.

The increase in gross margin was due primarily to a 13% increase in average selling prices, which increased gross margin by $12 million, and a 2% increase in sales volume, which increased gross margin by $2 million.

These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $6 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $1 million.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales in our AN segment increased $22 million, or 7%, to $340 million in the nine months ended September 30, 2025 from $318 million in the nine months ended September 30, 2024 due to a 9% increase in average selling prices, partially offset by a 2% decrease in sales volume.

Average selling prices increased to $312 per ton in the nine months ended September 30, 2025 compared to $287 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that 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 nine months ended September 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.

Cost of sales in our AN segment averaged $246 per ton in the nine months ended September 30, 2025, a 4% increase from $236 per ton in the nine months ended September 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 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.

Gross margin in our AN segment increased $16 million, or 29%, to $72 million in the nine months ended September 30, 2025 from $56 million in the nine months ended September 30, 2024, and our gross margin percentage was 21.2% in the nine months ended September 30, 2025 compared to 17.6% in the nine months ended September 30, 2024.

The increase in gross margin was due primarily to a 9% increase in average selling prices, which increased gross margin by $26 million, and favorable product mix, 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 $10 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 gain on natural gas derivatives in the nine months ended September 30, 2024.

CF INDUSTRIES HOLDINGS, INC.

5 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 v.

18 unchanged sentences

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

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.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net sales in our Other segment increased by $23 million, or 20%, to $140 million in the third quarter of 2025 from $117 million in the third quarter of 2024 due to a 13% increase in average selling prices and a 6% increase in sales volume.

Average selling prices increased by 13% due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand.

The increase in sales volume was due primarily to higher DEF and nitric acid sales volume.

Cost of Sales.

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.

Cost of sales in our Other segment averaged $172 per ton in the third quarter of 2025, a 15% increase from $149 per ton in the third 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 third quarter of 2025 compared to the third quarter of 2024.

Gross Margin .

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.

Gross margin in our Other segment increased by $7 million, or 16%, to $50 million in the third quarter of 2025 from $43 million in the third quarter of 2024, and our gross margin percentage was 35.7% in the third quarter of 2025 compared to 36.8% in the third quarter of 2024.

The increase in gross margin was due primarily to a 13% increase in average selling prices, which increased gross margin by $16 million, and a 6% increase in sales volume, which increased gross margin by $6 million.

These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $12 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $3 million.

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.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net sales in our Other segment increased by $26 million, or 7%, to $398 million in the nine months ended September 30, 2025 from $372 million in the nine months ended September 30, 2024 due to a 10% increase in average selling prices, partially offset by a 3% decrease in sales volume.

Average selling prices increased by 10% due primarily to strong global nitrogen demand, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that 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.

Cost of sales in our Other segment averaged $163 per ton in the nine months ended September 30, 2025, a 13% increase from $144 per ton in the nine months ended September 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 nine months ended September 30, 2025 compared to the nine months ended September 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.

Gross margin in our Other segment increased by $3 million, or 2%, to $150 million in the nine months ended September 30, 2025 from $147 million in the nine months ended September 30, 2024, and our gross margin percentage was 37.7% in the nine months ended September 30, 2025 compared to 39.5% in the nine months ended September 30, 2024.

The increase in gross margin was due primarily to a 10% increase in average selling prices, which increased gross margin by $35 million.

The increase in average selling prices was partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $15 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $11 million, and a 3% decrease in sales volume, which decreased gross margin by $4 million.

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

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, dividends, and our clean energy initiatives.

Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight costs and seasonal factors inherent in the business.

Our working capital requirements are affected by several factors, including demand for our products, selling prices, the level of customer advances, raw material costs, freight costs and seasonal factors inherent in the business.

We may also utilize our cash to fund acquisitions.

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

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,

At September 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.

On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (Prior Credit Agreement).

The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030.

See “Debt—Revolving Credit Agreement,” below, for additional information.

As of September 30, 2025, our cash and cash equivalents balance was $1.84 billion, an increase of $224 million from $1.61 billion at December 31, 2024, and consisted of the following:

September 30, 2025 December 31, 2024

(in millions)

Cash and cash equivalents, excluding amounts related to Blue Point Number One, LLC $ 1,605 $ 1,614

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

Cash and cash equivalents held by—Blue Point Number One, LLC 233 —

Total cash and cash equivalents $ 1,838 $ 1,614

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Securities issued by governmental entities include those issued directly by the U.S.

and Canadian federal governments;

CF INDUSTRIES HOLDINGS, INC.

federal governments;

those issued by state, local or other governmental entities;

and those guaranteed by entities affiliated with governmental entities.

CF INDUSTRIES HOLDINGS, INC.

Blue Point Joint Venture

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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.

During the third quarter of 2025, we, JERA and Mitsui made capital contributions of $38 million, $33 million and $23 million, respectively, to the Blue Point joint venture.

During the nine months ended September 30, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture.

We funded $152 million of our contributions with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.

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.

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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 $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.

Capital expenditures totaled $724 million in the first nine months of 2025 compared to $321 million in the first nine months of 2024.

Our capital expenditures for the first nine months of 2025 included $213 million related to the Blue Point joint venture and $2 million related to our construction of the Blue Point complex scalable infrastructure.

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.

We currently anticipate that our consolidated capital expenditures for the full year 2025 to be approximately $925 million, consisting of approximately $575 million for our existing operations and approximately $350 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

Of the Blue Point joint venture’s $350 million of planned 2025 capital expenditures, approximately $140 million has been funded by us, representing our 40% equity interest in the Blue Point joint venture, and approximately $210 million has been funded by our partners in the joint venture, representing their combined 60% equity interest in the Blue Point joint venture.

CF INDUSTRIES HOLDINGS, INC.

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 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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The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

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.

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

In October 2025, we completed the 2022 Share Repurchase Program and commenced repurchases under the 2025 Share Repurchase Program.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program through September 30, 2025.

Shares Amounts (1)

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Second quarter 2.8 202

Third quarter 4.3 364

Total shares repurchased in 2025 12.5 1,000

Shares repurchased as of June 30, 2025

Shares repurchased as of September 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 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.

In the nine months ended September 30, 2025, we repurchased approximately 12.5 million shares under the 2022 Share Repurchase Program for $1.00 billion, of which $5 million was accrued and unpaid as of September 30, 2025.

In the nine months ended September 30, 2024, we repurchased approximately 14.4 million shares under the 2022 Share Repurchase Program for $1.13 billion.

Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006 through 2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA).

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006 through 2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the CRA and Alberta TRA.

In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011.

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 June 30, 2025.

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

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

CF INDUSTRIES HOLDINGS, INC.

interest of $2 million.

The Company expects to receive the Alberta TRA interest relief during the fourth quarter of 2025.

The relief is anticipated to be applied as credits to our account, which will be available to offset future income tax owed to the Alberta TRA.

Revolving Credit Agreement

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $125 million.

The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030, and has a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 million.

Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement.

Borrowings under the Revolving Credit Agreement can be denominated in U.S.

CF Industries may designate as borrowers one or more wholly-owned subsidiaries that are organized in the United States or any state thereof, the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement, the administrative agent and CF Industries.

Borrowings under the Revolving Credit Agreement may be denominated in U.S.

dollars, Canadian dollars, euros and British pounds.

Borrowings in U.S.

dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin.

dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S.

dollar borrowings) plus a specified margin, or base rate plus a specified margin.

We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees.

The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time.

The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.

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

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.

The financial covenant requires the total net leverage ratio (as defined in the Revolving Credit Agreement) to be no greater than 3.75:1.00 (or 4.25:1.00 for a period of four fiscal quarters after certain material acquisitions) as of the last day of each fiscal quarter.

The Revolving Credit Agreement contains events of default (with notice requirements and cure periods, as applicable) customary for a financing of this type, including, but not limited to, non-payment of principal, interest or fees;

inaccuracy of representations and warranties in any material respect;

and failure to comply with specified covenants.

Upon the occurrence and during the continuance of an event of default under the Revolving Credit Agreement and after any applicable cure period, subject to specified exceptions, the administrative agent may, and at the request of the requisite lenders is required to, accelerate the loans under the Revolving Credit Agreement or terminate the lenders’ commitments under the Revolving Credit Agreement.

As of September 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 during the nine months ended September 30, 2025.

There were no borrowings outstanding under the Prior Credit Agreement as of December 31, 2024, or during the nine months ended September 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 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

As of September 30, 2025, approximately $334 million of letters of credit were outstanding under this agreement.

CF INDUSTRIES HOLDINGS, INC.

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

Effective Interest Rate September 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 $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.

Total unamortized debt discount was $5 million and $6 million as of September 30, 2025 and December 31, 2024, respectively, and total deferred debt issuance costs were $21 million and $23 million as of September 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.

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

As of September 30, 2025 and December 31, 2024, we had $477 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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Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

CF INDUSTRIES HOLDINGS, INC.

Derivative Financial Instruments

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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 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 September 30, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 19.4 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 six months ended June 30, 2025.

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

In 2026 and 2027, we expect to contribute approximately $15 million and $4 million, respectively, to our U.K.

pension plans, as currently agreed with the plans’ trustees.

We contributed $1 million to our pension plans in the nine months ended September 30, 2025, and we do not expect any contributions to our pension plans over the remainder of 2025.

We have agreed with the U.K.

pension plans’ trustee that there is no immediate need for cash contributions to our U.K.

pension plans, and we are currently in discussions with the trustee regarding future required contributions to our U.K.

pension plans.

Distributions to Noncontrolling Interest in CFN

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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 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.

The estimate of the partnership distribution earned by CHS, but not yet declared, for the third quarter of 2025 is approximately $106 million.

Net cash provided by operating activities during the first nine months of 2025 was $2.21 billion, an increase of $362 million, compared to $1.85 billion in the first nine months of 2024.

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

Net cash used in investing activities was $707 million in the first nine months of 2025 compared to $273 million in the first nine months of 2024.

Capital expenditures totaled $724 million during the first nine months of 2025 compared to $321 million in the first nine months of 2024.

Our capital expenditures for the first nine months of 2025 included $213 million related to the Blue Point joint venture.

Net cash used in financing activities was $1.30 billion in the first nine months of 2025 compared to $1.74 billion in the first nine months of 2024.

The decrease in net cash used in financing activities was due primarily to contributions from noncontrolling interests of $291 million in the first nine months of 2025, a decrease in share repurchases, 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 nine months of 2025, we paid $1.02 billion for share repurchases compared to $1.13 billion in the first nine months of 2024.

In the first nine months of 2025, dividends paid on common stock was $248 million compared to $278 million in the first nine months of 2024.

Critical Accounting Estimates

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.

During the first nine 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

See Note 2—New Accounting Standards for a discussion of recent accounting pronouncements.

CF INDUSTRIES HOLDINGS, INC.

Forward-Looking Statements

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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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• the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects;

CF INDUSTRIES HOLDINGS, INC.

• risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;

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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