What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-20 · 447 added, 537 removed, 1322 unchanged (43% of the section changed)

25 unchanged sentences

Measurements of projected benefit obligations

As discussed in Note 13 to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its defined benefit pension plans established in North America and the United Kingdom was $278 million and $317 million, respectively, as of December 31, 2024.

As discussed in Note 11 to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its defined benefit pension plans established in the United Kingdom was $335 million as of December 31, 2025.

The Company’s PBO represents an actuarially determined estimate of the present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement.

Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the North America and United Kingdom plans.

Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the United Kingdom plans.

We identified the evaluation of the Company’s measurements of the PBO as a critical audit matter.

Specialized skills were needed to evaluate the discount rates utilized in the measurement of the PBO for each of the North America and United Kingdom plans.

Specialized skills were needed to evaluate the discount rates utilized in the measurement of the PBO for each of the United Kingdom plans.

In addition, subjective auditor judgment was required to evaluate these discount rates, as minor changes to these discount rates could have a significant impact on the PBO.

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• evaluating the relevance and reliability of information used by the Company’s actuaries in the development of the discount rates

• evaluating the change in North America discount rates period over period using market trends based on published yield curves and indices

• recalculating the Company’s discount rate for the North America plans using the PBO cash flows and the Company’s actuaries’ proprietary yield curve for the North America discount rates

• independently developing a single equivalent discount rate for the North America plans using the PBO cash flows and publicly available yield curves for pension plans in North America, and comparing that to the Company’s selected discount rates for the North America plans

• evaluating discount rates using benchmark yield curves for the United Kingdom, adjusted for the assessment of the timing of payments expected to be made to beneficiaries under the Company’s United Kingdom pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom plans.

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Selling, general and administrative expenses 364 320 289

long-lived and intangible asset impairment — — 239

Asset impairment 76 — —

operations restructuring 23 — 10

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Net earnings 1,798 1,477 1,838

Net earnings attributable to noncontrolling interest 259 313 591

Net earnings attributable to noncontrolling interests 343 259 313

Net earnings attributable to common stockholders $ 1,455 $ 1,218 $ 1,525

12 unchanged sentences

Net earnings $ 1,798 $ 1,477 $ 1,838

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustment—net of taxes 70 ( 75 ) 33

Derivatives—net of taxes — — ( 1 )

Defined benefit plans—net of taxes ( 25 ) 4 ( 12 )

Comprehensive income 1,843 1,406 1,859

Comprehensive income attributable to noncontrolling interest 259 313 591

Comprehensive income attributable to noncontrolling interests 343 259 313

Comprehensive income attributable to common stockholders $ 1,500 $ 1,147 $ 1,546

5 unchanged sentences

Current assets:

Cash and cash equivalents $ 1,614 $ 2,032

Cash and cash equivalents (amount related to variable interest entity (VIE)—2025:

$ 1,982 $ 1,614

Accounts receivable—net 488 404

1 unchanged sentence

Prepaid income taxes 105 145

Other current assets 43 47

Other current assets (amount related to VIE—2025:

Total current assets 2,985 2,520

Property, plant and equipment—net 6,735 7,141

Property, plant and equipment—net (amount related to VIE—2025:

Investment in affiliate 32 29

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Operating lease right-of-use assets 410 266

Other assets 917 867

Other assets (amount related to VIE—2025:

Total assets $ 14,088 $ 13,466

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Current liabilities:

Accounts payable and accrued expenses $ 603 $ 520

Accounts payable and accrued expenses (amount related to VIE—2025:

Income taxes payable — 2

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Supply contract liability 694 724

Other liabilities 301 314

Other liabilities (amount related to VIE—2025:

Stockholders’ equity:

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Total stockholders’ equity 4,838 4,985

Noncontrolling interest 2,607 2,656

Noncontrolling interests 2,937 2,607

Total equity 7,775 7,592

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Equity Noncontrolling

Interest Total

Interests Total

(in millions)

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— — — ( 311 ) — ( 311 ) — ( 311 )

Distributions declared to noncontrolling interest — — — — — — ( 619 ) ( 619 )

Distributions declared to noncontrolling interests — — — — — — ( 459 ) ( 459 )

Balance as of December 31, 2023 $ 2 $ — $ 1,389 $ 4,535 $ ( 209 ) $ 5,717 $ 2,656 $ 8,373

Net earnings — — — 1,218 — 1,218 259 1,477

Other comprehensive income — — — — 21 21 — 21

Other comprehensive loss — — — — ( 71 ) ( 71 ) — ( 71 )

Purchases of treasury stock — ( 1,528 ) — — — ( 1,528 ) — ( 1,528 )

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— — — ( 363 ) — ( 363 ) — ( 363 )

Distributions declared to noncontrolling interest — — — — — — ( 459 ) ( 459 )

Distributions declared to noncontrolling interests — — — — — — ( 308 ) ( 308 )

Balance as of December 31, 2024 $ 2 $ ( 30 ) $ 1,284 $ 4,009 $ ( 280 ) $ 4,985 $ 2,607 $ 7,592

Net earnings — — — 1,455 — 1,455 343 1,798

Other comprehensive loss — — — — ( 71 ) ( 71 ) — ( 71 )

Other comprehensive income — — — — 45 45 — 45

Purchases of treasury stock — ( 1,353 ) — — — ( 1,353 ) — ( 1,353 )

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— — — ( 326 ) — ( 326 ) — ( 326 )

Distributions declared to noncontrolling interest — — — — — — ( 308 ) ( 308 )

Contributions from noncontrolling interests — — — — — — 291 291

Distributions declared to noncontrolling interests — — — — — — ( 304 ) ( 304 )

Balance as of December 31, 2025 $ 2 $ — $ 1,197 $ 3,874 $ ( 235 ) $ 4,838 $ 2,937 $ 7,775

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Stock-based compensation expense 45 36 37

Loss on debt extinguishment — — 8

Unrealized net (gain) loss on natural gas derivatives ( 35 ) ( 39 ) 41

Unrealized net loss (gain) on natural gas derivatives 5 ( 35 ) ( 39 )

Impairment of equity method investment in PLNL — — 43

Unrealized gain on embedded derivative — — ( 14 )

long-lived and intangible asset impairment — — 239

Pension settlement loss and curtailment gains — — 17

Loss on debt extinguishment 6 — —

Asset impairment 76 — —

Pension settlement loss 1 — —

Gain on sale of emission credits ( 8 ) ( 47 ) ( 39 )

Loss on disposal of property, plant and equipment 3 12 4

Undistributed (earnings) losses of affiliate—net of taxes ( 2 ) 3 ( 1 )

Changes in assets and liabilities, net of acquisition:

Loss on sale of Ince facility 23 — —

Undistributed (earnings) loss of affiliate—net of taxes ( 4 ) ( 2 ) 3

Changes in assets and liabilities:

Accounts receivable—net ( 98 ) 77 100

9 unchanged sentences

Purchase of Waggaman ammonia production facility — 2 ( 1,223 )

Distributions received from unconsolidated affiliate — — 6

Purchase of investments held in nonqualified employee benefit trust ( 2 ) ( 1 ) ( 1 )

Proceeds from sale of investments held in nonqualified employee benefit trust 2 1 1

Proceeds from sale of Ince facility 4 — —

Purchase of emission credits ( 1 ) ( 3 ) ( 2 )

3 unchanged sentences

Financing Activities:

Payments of long-term borrowings — — ( 507 )

Proceeds from long-term borrowings 999 — —

Repayments of short-term borrowings ( 754 ) — —

Financing fees ( 12 ) — ( 2 )

Dividends paid on common stock ( 326 ) ( 364 ) ( 311 )

Distributions to noncontrolling interest ( 308 ) ( 459 ) ( 619 )

Contributions from noncontrolling interests 291 — —

Distributions to noncontrolling interests ( 304 ) ( 308 ) ( 459 )

Purchases of treasury stock ( 1,365 ) ( 1,509 ) ( 580 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 33 ( 15 ) 3

(Decrease) increase in cash and cash equivalents ( 418 ) ( 291 ) 695

Increase (decrease) in cash and cash equivalents 368 ( 418 ) ( 291 )

Cash and cash equivalents at beginning of period 1,614 2,032 2,323

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With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities.

Our manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

Our value chain consists of manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach.

In July 2025, we completed a significant decarbonization project at our Donaldsonville, Louisiana, complex to enable the production of low-carbon ammonia.

Additionally, we are executing further decarbonization projects in our existing network and constructing a greenfield low-carbon ammonia plant at our Blue Point complex to drive our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users.

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

In addition, our low-carbon products are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European regulations on the price of carbon.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S.

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(CHS) owns the remainder.

See Note 19—Noncontrolling Interest for additional information on our strategic venture with CHS;

See Note 18—Noncontrolling Interests for additional information on our strategic venture with CHS;

• two Canadian manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;

2 unchanged sentences

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

• a 40 % interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct a manufacturing plant at our Blue Point complex located in Modeste, Louisiana.

The joint venture entity is a variable interest entity (VIE) of which we are the primary beneficiary.

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

See Note 14—Variable Interest Entity for additional information.

CF INDUSTRIES HOLDINGS, INC.

Summary of Significant Accounting Policies

Consolidation and Noncontrolling Interest

The consolidated financial statements of CF Holdings include the accounts of CF Industries and all majority-owned subsidiaries.

Consolidation and Noncontrolling Interests

The consolidated financial statements of CF Holdings include the accounts of CF Industries, all majority-owned subsidiaries and the Blue Point joint venture, a VIE of which we are the primary beneficiary.

All significant intercompany transactions and balances have been eliminated.

We own approximately 89 % of the membership interests in CFN and consolidate CFN in our financial statements.

CHS’ minority equity interest in CFN is included in noncontrolling interest in our consolidated financial statements.

See Note 19—Noncontrolling Interest for additional information.

CHS’ minority equity interest in CFN is included in noncontrolling interests in our consolidated financial statements.

We hold a 40 % interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025.

The combined 60 % equity interest owned by our joint venture partners is recorded as noncontrolling interests.

See Note 14—Variable Interest Entity and Note 18—Noncontrolling Interests for additional information.

Use of Estimates

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GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented.

CF INDUSTRIES HOLDINGS, INC.

environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

Revenue Recognition

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The carrying values of short-term investments, if any, approximate fair values because of the short maturities and the highly liquid nature of these investments.

CF INDUSTRIES HOLDINGS, INC.

Inventories are reported at the lower of cost and net realizable value with cost determined on a first-in, first-out and average cost basis.

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If circumstances indicate that the fair value of an investment in an affiliate is less than its carrying value, and the reduction in value is other than temporary, the reduction in value would be recognized immediately in earnings.

CF INDUSTRIES HOLDINGS, INC.

See Note 8—Equity Method Investment for additional information.

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In situations where a secondary market does not exist and the assets have been idled and planned for abandonment and therefore will not generate future cash flows from operations, we estimate a salvage value for those assets.

See Note 7—United Kingdom Operations Restructuring and Impairment Charges and Note 8—Property, Plant and Equipment—Net for additional information.

See Note 6—Property, Plant and Equipment—Net for additional information.

CF INDUSTRIES HOLDINGS, INC.

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed.

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If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

See Note 9—Goodwill and Other Intangible Assets for additional information regarding our goodwill.

CF INDUSTRIES HOLDINGS, INC.

See Note 7—Goodwill and Other Intangible Assets for additional information.

Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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We have made an accounting policy election to not include leases with an initial term of 12 months or less on the balance sheet.

For finance leases, if any, ROU assets are amortized over the lease term on a straight-line basis and interest expense is recognized using the effective interest method and based on the lease liability at period end.

For finance leases, if any, ROU assets are generally amortized on a straight-line basis over the shorter of the asset’s useful life or the lease term.

Interest expense is recognized using the effective interest method and based on the lease liability at period end.

For operating leases, rental payments, including rent holidays, leasehold incentives, and scheduled rent increases are expensed on a straight-line basis.

8 unchanged sentences

Significant judgment is applied in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets.

We record our tax expense for Global Intangible Low-Taxed Income (GILTI) as an expense in the period in which incurred and as such do not record a deferred tax liability for taxes that may be due in future periods.

Interest and penalties related to unrecognized tax benefits are reported as interest expense and income tax expense, respectively.

7 unchanged sentences

We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments.

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter (OTC) markets.

The derivative instruments that we use are

CF INDUSTRIES HOLDINGS, INC.

primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter (OTC) markets.

The derivatives reference primarily a NYMEX futures price index, which represent the basis for fair value at any given time.

8 unchanged sentences

See Note 16—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Debt Issuance Costs

17 unchanged sentences

If a facility exceeds regulatory emissions allowance levels and offsetting credits are not held by us, our obligation is recognized as an operating expense and a liability at the fair value of the emissions allowance deficit.

45Q Tax Credits

Section 45Q of the Internal Revenue Code provides a refundable tax credit (45Q Tax Credits) for each metric ton of carbon dioxide (CO 2 ) captured and disposed of in secure geological storage.

The 45Q Tax Credits are available for a 12-year period beginning on the date carbon capture and sequestration facilities are placed into service.

We account for earned 45Q Tax Credits as grants related to income by analogy to the grant model within International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance.

We recognize the benefit of the 45Q Tax Credits as a reduction to income taxes payable upon completion of qualifying carbon capture and sequestration activities, based upon the volume of CO 2 sequestered.

Income from 45Q Tax Credits is recognized on a systematic basis in the same period the related expenses are recognized and included in Other operating—net on our consolidated statement of operations.

Any 45Q Tax Credits earned but not recognized as income during a period would be recorded as deferred revenue.

The 45Q Tax Credits contain provisions allowing for reclamation of the credit value should previously credited CO 2 cease to be disposed of in an approved manner.

We do not believe it is probable that a recapture event will arise;

therefore, we recognize the full value of our earned 45Q Tax Credits.

Stock-based Compensation

1 unchanged sentence

The awards that have been granted to date are nonqualified stock options, restricted stock awards, restricted stock units and performance restricted stock units.

The cost of employee services received in exchange for the awards is measured based on the fair value of the award on the grant date and is recognized as expense on a straight-line basis over the period during which the employee is required to provide the services.

CF INDUSTRIES HOLDINGS, INC.

We have elected to recognize equity award forfeitures as they occur in determining the compensation cost to be recognized in each period.

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Predicting the outcome of claims and litigation, and estimating related costs and exposure, involves substantial uncertainties that could cause actual costs to vary materially from estimates and accruals.

CF INDUSTRIES HOLDINGS, INC.

Foreign Currency Translation and Remeasurement

2 unchanged sentences

The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity.

Foreign currency-denominated assets and liabilities are remeasured into U.S.

Foreign currency-denominated monetary assets and liabilities are remeasured into U.S.

dollars at exchange rates existing at the respective balance sheet dates.

2 unchanged sentences

New Accounting Standards

Recently Adopted Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM).

We adopted this ASU effective December 31, 2024.

See Note 22—Segment Disclosures, which includes the additional disclosures required by this ASU.

Recently Issued Pronouncements

In December 2023, the FASB issued ASU No.

Recently Adopted Pronouncement

We adopted Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Improvements to Income Tax Disclosures for the year ended December 31, 2025.

This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are continuing to evaluate the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

In November 2024, the FASB issued ASU No.

The modified disclosure requirements of this ASU were applied on a retrospective basis and are reflected in Note 10—Income Taxes and Note 22—Supplemental Cash Flow Information.

Recently Issued Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This ASU establishes guidance on the recognition, measurement, and presentation of

CF INDUSTRIES HOLDINGS, INC.

government grants received by business entities.

The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2028, with early adoption permitted.

We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.

Revenue Recognition

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Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination.

When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $ 78 million for 2024, $ 92 million for 2023, and $ 91 million for 2022.

When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue.

For 2025, 2024 and 2023, we recognized freight revenue of $ 80 million, $ 78 million and $ 92 million, respectively.

Certain of our contracts require us to supply products on a continuous basis to the customer.

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Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2025, 2024 and 2023.

CF INDUSTRIES HOLDINGS, INC.

Transaction Price

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The following table summarizes our revenue by product and by geography (based on destination of our shipment) for 2025, 2024 and 2023:

CF INDUSTRIES HOLDINGS, INC.

Ammonia Granular

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Products sold to our customers on credit are recorded as accounts receivable when the customer obtains control of the product.

Customers that purchase our products on credit are required to pay in accordance with our customary payment terms, which are generally less than 30 days.

Customers that purchase our products on credit are required to pay in accordance with our customary payment terms, which are generally 30 days or less.

For 2025, 2024 and 2023, the amount of customer bad debt expense recognized was not material.

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As of December 31, 2025 and 2024, we had $ 77 million and $ 118 million, respectively, in customer advances on our consolidated balance sheets.

The decrease in the balance of customer advances was due primarily to lower average selling prices in 2024 compared to 2023.

The decrease in the balance of customer advances was due primarily to the timing of seasonal UAN sales programs in 2025 compared to 2024.

All of our customer advances that were recorded as of December 31, 2024 were recognized as revenue in 2025.

1 unchanged sentence

As of December 31, 2025, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $ 2.3 billion.

CF INDUSTRIES HOLDINGS, INC.

recognize approximately 24 % of these performance obligations as revenue in 2025, approximately 26 % as revenue during 2026-2028, approximately 17 % as revenue during 2029-2031, and the remainder as revenue thereafter.

We expect to recognize approximately 20 % of these performance obligations as revenue in 2026, approximately 32 % as revenue during 2027-2029, approximately 16 % as revenue during 2030-2032, and the remainder as revenue thereafter.

Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $ 1.3 billion as of December 31, 2025.

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Supply Contract Liability

In connection with our acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc.

In connection with our December 1, 2023 acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc.

(the Supply Contract).

1 unchanged sentence

As a result, we recorded an intangible liability with an acquisition date fair value of $ 757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years.

For the years ended December 31, 2024 and 2023, we amortized $ 30 million and $ 3 million, respectively, of the Supply Contract liability into net sales.

For the years ended December 31, 2025, 2024 and 2023, we amortized $ 30 million, $ 30 million and $ 3 million, respectively, of the Supply Contract liability into net

CF INDUSTRIES HOLDINGS, INC.

As of December 31, 2025 and 2024, we had $ 694 million and $ 724 million, respectively, in Supply Contract liability on our consolidated balance sheets.

Estimated amortization of the Supply Contract liability for each of the fiscal years from 2026 to 2030 is approximately $ 30 million.

See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.

Net Earnings Per Share

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Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero for the years ended December 31, 2025, 2024 and 2023.

Acquisition of Waggaman Ammonia Production Facility

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, from Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S.

subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL.

The facility has a nameplate production capacity of 880,000 tons of ammonia annually.

Our acquisition of the Waggaman facility expanded our ammonia manufacturing and distribution capacity.

In connection with the acquisition, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc.

subsidiary (the Supply Contract).

Under the terms of the asset

CF INDUSTRIES HOLDINGS, INC.

purchase agreement, $ 425 million of the purchase price of $ 1.675 billion, subject to adjustment, was allocated by the parties to the ammonia offtake agreement.

We funded the balance of the initial purchase price on the acquisition date with $ 1.223 billion of cash on hand.

The consideration transferred on the acquisition date reflected an estimated net working capital adjustment and other adjustments to the purchase price, which was subject to further adjustment pursuant to the terms of the asset purchase agreement.

The purchase price adjustments required under the asset purchase agreement were finalized in the second quarter of 2024, which resulted in a $ 2 million reduction in the purchase price with a corresponding reduction in goodwill.

As a result, the final purchase price was $ 1.221 billion, and we finalized our purchase accounting for the Waggaman ammonia production facility in the second quarter of 2024.

In connection with the Waggaman acquisition, we incurred $ 4 million of integration costs in 2024 and $ 3 million and $ 36 million, respectively, of integration costs and acquisition-related costs in 2023, which are included in acquisition and integration costs in our consolidated statements of operations.

We accounted for the acquisition as a business combination.

The following table summarizes the allocation of the acquisition date fair value of the consideration transferred to the assets acquired and liabilities assumed.

The estimated fair value of the assets acquired and liabilities assumed was based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets and the Supply Contract liability.

Original Valuation (1)

Net Adjustments

to Fair Value (2)

(in millions)

Assets acquired and liabilities assumed

Current assets $ 37 $ — $ 37

Property, plant and equipment 1,022 — 1,022

Goodwill 406 ( 2 ) 404

Other assets 539 — 539

Total assets acquired 2,004 ( 2 ) 2,002

Current liabilities 18 — 18

Supply Contract liability 757 — 757

Other liabilities 6 — 6

Total liabilities assumed 781 — 781

Total net assets acquired $ 1,223 $ ( 2 ) $ 1,221

_______________________________________________________________________________

(1) The purchase price related to the acquisition was initially allocated based on the information available at the acquisition date.

(2) We finalized our purchase accounting for the Waggaman ammonia production facility in the second quarter of 2024.

Current assets acquired included accounts receivable of $ 32 million and inventory of $ 5 million.

The acquired property, plant and equipment is being depreciated over a period consistent with our fixed assets depreciation policy.

The acquisition resulted in the recognition of $ 404 million of goodwill, which is recognized in our ammonia segment.

Goodwill arising from the acquisition is expected to be deductible for tax reporting purposes.

Other assets acquired included intangible assets of $ 526 million, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.

The acquired intangible assets are being amortized over a period consistent with our existing intangible asset amortization policy.

See Note 9—Goodwill and Other Intangible Assets, for additional information related to goodwill and the acquired intangible assets.

In addition, the terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.

As a result, we recorded an intangible liability, reflected as Supply Contract liability in the table above, with an acquisition date fair value of $ 757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years.

Financial results of the Waggaman facility are included in our consolidated statements of operations from the acquisition date of December 1, 2023.

For the year ended December 31, 2023, the amount of net sales and net earnings of the Waggaman facility included in our consolidated statement of operations was $ 28 million and $ 7 million, respectively.

CF INDUSTRIES HOLDINGS, INC.

Estimates utilized in determining the fair value of acquired assets and assumed liabilities

The valuation of the assets acquired and liabilities assumed as a result of our acquisition of the Waggaman ammonia production facility on December 1, 2023, required us to make significant estimates and assumptions.

We estimated the fair value of the customer relationships of $ 455 million using the multi-period excess earnings method of the income approach, which incorporated the estimated future cash flows associated with the net earnings attributable to the acquired customer relationships.

The estimated future cash flows were discounted to their present value using an appropriate risk-adjusted discount rate from the perspective of a market participant.

Key assumptions used in estimating future cash flows included forecasted product selling prices, future production and sales volumes, probability of renewal, projected natural gas costs, operating rates, operating expenses, inflation, tax rates, capital spending, and contributory asset charges, among other factors.

The discount rate utilized in estimating the fair value of the customer relationships was 9.0 % and was derived using a capital asset pricing model and publicly available data for comparable companies to estimate the cost of equity financing.

We used Moody’s Baa corporate bonds as a benchmark to estimate the cost of debt.

Additional assumptions utilized in the valuation of the customer relationships included the duration of the forecasted cash flows and the tax amortization benefit, among other factors.

The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.

Therefore, we estimated the fair value of the Supply Contract liability of $ 757 million using the with and without method of the income approach.

This method included estimating the future cash flows by applying both a market price and the contract price in determining the respective forecasted sales.

The difference in the estimated future cash flows using the resulting forecasted sales was then discounted to present value at the date of acquisition using an appropriate risk-adjusted discount rate from the perspective of a market participant.

Key assumptions used in estimating future cash flows included forecasted product selling price, specifically the market price in excess of the contract price, future production and sales volumes, probability of renewal, and inflation, among other factors.

The discount rate utilized in estimating the fair value of the Supply Contract liability was 6.2 % and was derived based on the historical cost of our issued debt and treasury and corporate bond yields as of the acquisition date.

Additional assumptions utilized in the valuation of the Supply Contract liability included the duration of the forecasted cash flows, among other factors.

Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in our forecasts.

United Kingdom Operations Restructuring and Impairment Charges

Impairment and Restructuring

During the third quarter of 2021, the United Kingdom began experiencing an energy crisis that included a substantial increase in the price of natural gas.

energy crisis necessitated evaluations of the long-lived assets, including definite-lived intangible assets, and goodwill of our U.K.

operations to determine if their fair value had declined to below their carrying value.

For the full year ended December 31, 2021, these evaluations resulted in goodwill and long-lived and intangible asset impairment charges.

As of December 31, 2021, no goodwill related to our U.K.

reporting units remained.

During the first quarter of 2022, we concluded that the continued impacts of the U.K.

energy crisis, including further increases and volatility in natural gas prices due in part to geopolitical events as a result of Russia’s invasion of Ukraine in February 2022, triggered an additional long-lived asset impairment test.

The results of this test indicated that no additional long-lived asset impairment existed, as the undiscounted estimated future cash flows were in excess of the carrying values for each of the U.K.

asset groups.

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K.

operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021, and optimization of the remaining manufacturing operations at our Billingham facility.

Pursuant to our proposed plan to restructure our U.K.

operations and dispose of the Ince facility assets before we originally intended, we concluded that an evaluation of our long-lived assets and an additional impairment test was required.

Our assessment then identified the U.K.

asset groups as U.K.

Ammonia, U.K.

Other, comprising our ongoing U.K.

operations, and Ince, U.K.

In response to this impairment indicator, we compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince, U.K.

asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value.

As a result, in the second quarter of 2022, we recorded total charges of $ 162 million related to the Ince facility as follows:

• asset impairment charges of $ 152 million consisting of the following:

CF INDUSTRIES HOLDINGS, INC.

◦ an impairment charge of $ 135 million related to property, plant and equipment that is planned for abandonment at the Ince facility, including a liability of approximately $ 9 million for the costs of certain asset retirement activities related to the Ince site;

◦ an intangible asset impairment charge of $ 8 million related to trade names;

◦ an impairment charge of $ 9 million related to the write-down of spare parts and certain raw materials at the Ince facility;

• a charge for post-employment benefits totaling $ 10 million, which is included in the U.K.

operations restructuring line item in our consolidated statements of operations, related to contractual and statutory obligations due to employees whose employment would be terminated in the proposed plan.

There was no additional asset impairment indicated for the three asset groups that comprise the continuing U.K.

operations as the undiscounted estimated future cash flows were in excess of the carrying values for each of these asset groups.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices.

Russian natural gas flows to Europe via the Nord Stream 1 pipeline ceased, causing the United Kingdom to experience unprecedented natural gas prices.

In addition, the European Union announced a desire to cap the price that Europe would pay Russia for natural gas deliveries, further contributing to the uncertainty in European energy markets.

Given these factors and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex.

As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K.

The results of our impairment test indicated that the carrying values for our U.K.

Ammonia and U.K.

AN asset groups exceeded the undiscounted estimated future cash flows.

As a result, we recognized asset impairment charges of $ 87 million, primarily related to property, plant and equipment and definite-lived intangible assets.

In August 2022, the final restructuring plan for our U.K.

operations was approved, and decommissioning activities were initiated.

As a result, in the third quarter of 2022, we incurred additional charges related to our U.K.

restructuring of $ 8 million, primarily related to one-time termination benefits.

In the fourth quarter of 2022, we incurred additional charges related to our U.K.

restructuring of $ 1 million, primarily related to one-time termination benefits.

For the full year ended December 31, 2022, as a result of the above, we recognized total impairment and restructuring charges of $ 258 million, consisting of long-lived and intangible asset impairment charges of $ 239 million and restructuring charges of $ 19 million.

In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved.

As a result, in 2023, we recognized total charges of $ 10 million, which is included in the U.K.

operations restructuring line item in our consolidated statements of operations, consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.

Assumptions in the 2022 impairment evaluations

The valuation of our asset groups and reporting units required significant judgment in evaluating recent indicators of market activity and estimating future cash flows, discount rates, and other factors.

The expected cash flows used in the long-lived asset impairment tests reflected assumptions about product selling prices and natural gas costs, as well as estimated future production and sales volumes, operating rates, operating expenses, inflation, discount rates, tax rates and capital spending.

The valuations also incorporated assumptions regarding the time it could take for the U.K.

energy crisis to be resolved.

In addition, assumptions were used to estimate the fair value of the long-lived assets in our asset groups, which included replacement cost and, for the Ince, U.K.

asset group that is planned for abandonment, salvage value.

The discount rates utilized to discount the cash flows in calculating long-lived asset impairment were derived using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing.

The discount rates were commensurate with the risks and uncertainties inherent in the business and in the United Kingdom and our cash flow forecasts, updated for recent events at that time.

Additional assumptions utilized in the long-lived asset impairment analyses were royalty rates and attrition rates in estimating the fair value of our definite-lived intangible assets, consisting of trade names and customer relationships, for which we used the relief from royalty method of the income approach and the multi-period excess earnings method, respectively.

CF INDUSTRIES HOLDINGS, INC.

For the asset groups that comprise the continuing U.K.

operations, the fair value of our property, plant and equipment utilized in the long-lived asset impairment analyses was estimated using the indirect method of the cost approach by determining the reproduction cost new, or replacement cost, of the assets and applying appropriate adjustments for depreciation including an inutility adjustment based on the cash flows expected to be generated by those asset groups.

For property, plant and equipment within the Ince, U.K.

asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method.

However, given that a secondary market did not exist and the assets had been idled with a planned abandonment and therefore would not generate future cash flows from operations, we estimated the fair value of the asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value utilizing industry recognized price publications.

Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in our forecasts.

Property, Plant and Equipment—Net

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Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts.

Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds.

Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.

Scheduled inspections, including required safety inspections

CF INDUSTRIES HOLDINGS, INC.

which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds.

Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.

The following is a summary of capitalized plant turnaround costs:

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Depreciation ( 152 ) ( 171 ) ( 138 )

Impairment related to U.K.

operations — — ( 21 )

Acquisition of Waggaman ammonia production facility — — 16

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Net capitalized turnaround costs as of December 31 $ 427 $ 363 $ 352

Yazoo City Incident

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex.

The facility’s ammonia plant and other upgrade units were not damaged by the incident.

However, the incident required us to temporarily idle all production at the site.

As a result of the damage incurred and based on estimates and assumptions of a preliminary review of the impact, we recorded an impairment of certain fixed assets within our North American AN asset group of $ 25 million, which primarily consisted of machinery and equipment and is included in the line titled “Asset impairment” in our consolidated statement of operations for the year ended December 31, 2025.

In addition, we concluded that the incident necessitated evaluations of the long-lived assets within our North American AN asset group and the goodwill allocated to our North American AN reporting unit to determine if their fair value had declined to below their carrying value.

The results of our long-lived asset impairment test indicated that there was no additional impairment as the undiscounted estimated future cash flows for the North American AN asset group exceeded its carrying value.

See Note 7—Goodwill and Other Intangible Assets for additional information.

Abandonment of Electrolyzer Project

Decarbonization projects in our existing network included an electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO 2 emissions.

Commissioning of the 20-megawatt alkaline water electrolysis plant to produce hydrogen was suspended due to an issue experienced in the fourth quarter of 2024.

In December 2025, upon completion of a review of the incremental investment and operating costs necessary to complete and operate the project, we concluded such investment would not result in an acceptable return.

As a result, we made the decision to not make the incremental investment to the electrolyzer project in favor of the higher return profile from low-carbon ammonia production with carbon capture and sequestration technologies.

As a result, we recognized an impairment charge of $ 51 million, which is included in the line titled “Asset impairment” in our consolidated statement of operations for the year ended December 31, 2025.

United Kingdom Operations

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K.

operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021.

For property, plant and equipment within the Ince, U.K.

asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method.

In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned.

In the first quarter of 2025, the Ince facility was sold, including certain liabilities assumed by the buyer, and we recognized a loss of $ 23 million on the sale.

The loss is reflected in U.K.

operations restructuring in our consolidated statement of operations for the year ended December 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

Goodwill and Other Intangible Assets

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Balance as of December 31, 2024 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492

Acquisition (1)

( 2 ) — — — — ( 2 )

Effect of exchange rate changes 1 — — — — 1

Balance as of December 31, 2025 $ 981 $ 828 $ 576 $ 69 $ 39 $ 2,493

_______________________________________________________________________________

(1) See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex that required us to temporarily idle all production at the complex.

We concluded that the incident necessitated evaluations of the long-lived assets within our North American AN asset group and the goodwill allocated to our North American AN reporting unit to determine if their fair value had declined to below their carrying value.

The results of our goodwill impairment test concluded that the goodwill allocated to our North American AN reporting unit was not impaired.

See Note 6—Property, Plant and Equipment—Net for additional information.

Other Intangible Assets

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Total intangible assets $ 576 $ ( 103 ) $ 473 $ 579 $ ( 72 ) $ 507

In connection with our acquisition of the Waggaman ammonia production facility on December 1, 2023, we recorded $ 526 million of intangible assets, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.

See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.

Our customer relationships are being amortized over a weighted-average life of approximately 20 years.

For the years ended December 31, 2024, 2023 and 2022, amortization expense of our customer relationships was $ 26 million, $ 5 million and $ 3 million, respectively.

Estimated amortization expense related to customer relationships for each of the fiscal years from 2025 to 2029 is approximately $ 26 million.

The intangible asset related to the favorable personal property tax agreement is being amortized over the agreement’s remaining term of approximately 12 years.

Estimated amortization expense related to this intangible asset for each of the fiscal years from 2025 to 2029 is approximately $ 6 million.

The intangible asset related to a favorable personal property tax agreement is being amortized over 12 years, representing the remaining term of the agreement as of December 1, 2023, the date of our acquisition of the Waggaman ammonia production facility.

For the years ended December 31, 2025, 2024 and 2023, amortization expense of our definite-lived intangible assets was approximately $ 32 million, $ 32 million and $ 5 million, respectively.

Total estimated amortization expense for each of the five succeeding fiscal years is as follows:

(in millions)

CF INDUSTRIES HOLDINGS, INC.

In June 2022, we approved and announced our proposed plan to restructure our U.K.

operations, including the planned permanent closure of our Ince facility and optimization of the remaining manufacturing operations at our Billingham facility.

As a result, in the second quarter of 2022, we recorded an intangible asset impairment charge of $ 8 million related to trade names.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices.

Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex.

As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K.

operations, which resulted in asset impairment charges of $ 87 million in our U.K.

Ammonia and U.K.

AN asset groups, of which $ 15 million related to intangible assets, consisting of $ 6 million related to customer relationships and $ 9 million related to trade names.

As a result of these impairment charges, intangible assets related to our U.K.

operations were fully written off.

See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

Equity Method Investment

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PLNL operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC).

The NGC Contract had an expiration date of September 2023.

In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.

In the third quarter of 2023 and due to the terms of the New NGC Contract, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value.

As a result, we recorded an impairment of our equity method investment in PLNL of $ 43 million, which is reflected in equity in earnings (loss) of operating affiliate on our consolidated statement of operations for the year ended December 31, 2023.

The NGC Contract was scheduled to expire on January 1, 2026.

NGC and PLNL have entered into short-term extension letter agreements that provide for the continued supply of gas while the parties seek to negotiate terms and conditions for a new gas sales contract for 2026.

Any NGC commitment to supply gas is dependent on mutual agreement of such terms and conditions between NGC and PLNL.

Furthermore, any NGC commitment to supply gas beyond 2026 would require further negotiations between NGC and PLNL.

If NGC does not make sufficient quantities of natural gas available to PLNL at prices and terms that permit profitable operations, PLNL may cease operating its facility, which would trigger an impairment assessment of our remaining investment in PLNL.

As of December 31, 2025, the total carrying value of our equity method investment in PLNL was $ 32 million.

In the third quarter of 2023, PLNL entered into the NGC Contract, which replaced the previous gas sales contract that PLNL had with NGC.

Due to the terms of the NGC Contract, in the third quarter of 2023, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices.

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Nonqualified employee benefit trusts 15 3 — 18

CF INDUSTRIES HOLDINGS, INC.

December 31, 2024

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

and Canadian federal governments;

and Canadian federal

CF INDUSTRIES HOLDINGS, INC.

those issued by state, local or other governmental entities;

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The fair values of the trust assets are based on daily quoted prices in an active market and are included on our consolidated balance sheets in other assets.

CF INDUSTRIES HOLDINGS, INC.

securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income.

Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income.

Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

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See Note 16—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

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Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

On December 1, 2023, we acquired the Waggaman ammonia production facility.

See Note 6—Acquisition of Waggaman Ammonia Production Facility for information on the inputs utilized in the allocation of purchase price to the fair value of assets acquired and liabilities assumed.

In the third quarter of 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $ 43 million.

In the fourth quarter of 2025, we recorded asset impairment charges related to property, plant and equipment at our Donaldsonville and Yazoo City facilities.

See Note 6—Property, Plant and Equipment—Net for additional information.

In 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $ 43 million.

See Note 8—Equity Method Investment for additional information.

CF INDUSTRIES HOLDINGS, INC.

The components of earnings before income taxes and the components of our income tax provision are as follows:

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State 46 46 84

400 329 1,265

Federal 15 ( 89 ) 108

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State — ( 29 ) ( 22 )

( 115 ) 81 ( 107 )

Income tax provision $ 441 $ 285 $ 410

CF INDUSTRIES HOLDINGS, INC.

Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations are summarized below.

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statutory rate of 21% $ 470 21.0 % $ 370 21.0 % $ 472 21.0 %

State income taxes, net of federal 8 44 143

Net earnings attributable to noncontrolling interest ( 54 ) ( 66 ) ( 124 )

Foreign tax rate differential 6 ( 1 ) ( 9 )

tax on foreign earnings 1 4 3

Domestic federal reconciling items:

Tax credits ( 6 ) ( 0.3 ) % ( 3 ) ( 0.2 ) % ( 16 ) ( 0.7 ) %

Nontaxable or nondeductible items:

Net earnings attributable to noncontrolling interests ( 72 ) ( 3.2 ) % ( 54 ) ( 3.1 ) % ( 66 ) ( 2.9 ) %

Other ( 1 ) — % 6 0.3 % ( 3 ) ( 0.1 ) %

Effect of cross-border tax laws 1 — % 1 0.1 % 3 0.1 %

Changes in valuation allowances 4 0.2 % 2 0.1 % 10 0.4 %

Foreign-derived intangible income deduction ( 27 ) ( 1.2 ) % ( 27 ) ( 1.5 ) % ( 20 ) ( 0.9 ) %

Transfer pricing arbitration — — 69

Other 2 0.1 % 1 0.1 % 1 0.1 %

State and local income tax, net of federal income tax effect (1)

35 1.6 % 10 0.6 % 53 2.4 %

Foreign tax effects 14 0.6 % ( 5 ) ( 0.3 ) % ( 13 ) ( 0.6 ) %

Changes in unrecognized tax benefits 21 0.9 % ( 16 ) ( 0.9 ) % ( 11 ) ( 0.5 ) %

Income tax provision $ 441 $ 285 $ 410

Effective tax rate 19.7 % 16.2 % 18.3 %

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

As a result, earnings attributable to the noncontrolling interest of $ 259 million, $ 313 million and $ 591 million in 2024, 2023 and 2022, respectively, which are included in earnings before income taxes, impacted the effective tax rate in all three years.

See Note 19—Noncontrolling Interest for additional information.

The foreign tax rate differential is impacted by the inclusion of equity earnings from our equity method investment in PLNL, a foreign operating affiliate, which are included in pre-tax earnings on an after-tax basis.

tax on foreign earnings is inclusive of the U.S.

tax on our 50 % ownership in PLNL, current year tax on GILTI, benefit from the GILTI Section 250 deduction and foreign tax credits, as well as adjustments to prior year amounts for these items.

CF INDUSTRIES HOLDINGS, INC.

______________________________________________________________________________

(1) In both 2025 and 2024, state and local income taxes in Illinois, Iowa, Louisiana, and Minnesota comprise the majority of the state and local income tax, net of federal income tax effect category.

In 2023, state and local income taxes in Illinois, Iowa and Minnesota comprise the majority of the state and local income tax, net of federal income tax effect category.

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.

As a result, earnings attributable to the noncontrolling interests of $ 343 million, $ 259 million and $ 313 million in 2025, 2024 and 2023, respectively, which are included in earnings before income taxes, impacted the effective tax rate in all three years.

See Note 18—Noncontrolling Interests for additional information.

Canada Revenue Agency Competent Authority Matter

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian subsidiaries asserting a disallowance of certain patronage deductions.

We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed.

The letters of credit served as security until the matter was resolved, as discussed below.

In 2018, the matter, including the related transfer pricing topic regarding the allocation of profits between Canada and the United States, was accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty (the Treaty) by the United States and Canadian competent authorities, and included tax years 2006 through 2011.

In the second quarter of 2021, the Company submitted the transfer pricing aspect of the matter into the arbitration process under the terms of the Treaty.

In February 2022, we were informed that a decision was reached by the arbitration panel for tax years 2006 through 2011.

In March 2022, we received further details of the results of the arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities, and we accepted the decision of the arbitration panel.

Under the terms of the arbitration decision, additional income for tax years 2006 through 2011 was subject to tax in Canada, resulting in our having additional Canadian tax liability for those tax years of approximately $ 129 million.

As a result of the impact of these events on our Canadian and U.S.

federal and state income taxes, we recognized an income tax provision of $ 78 million, reflecting the net impact of $ 129 million of accrued income taxes payable to Canada for tax years 2006 to 2011, partially offset by net income tax receivables of approximately $ 51 million in the United States, and we accrued net interest of $ 102 million, primarily reflecting the estimated interest payable to Canada.

The $ 69 million in the effective tax rate table above excludes the state income tax liability of $ 9 million, which is included in the line “State income tax, net of federal.”

In the second half of 2022, this tax liability and the related interest was assessed and paid, resulting in total payments of $ 224 million, which also reflect the impact of changes in foreign currency exchange rates.

As a result, the letters of credit we had posted in lieu of paying the additional tax liability assessed by the Notices of Reassessment were cancelled.

Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, we filed amended tax returns in the United States to request a refund of taxes paid.

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 the CRA portion of the interest relief consisting of interest refunds of $ 21 million and related interest of $ 2 million.

Based on current estimates and foreign currency exchange rates as of December 31, 2024, the 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.

As a result, in our consolidated statement of operations for the year ended December 31, 2024, we recognized $ 39 million of income consisting of a $ 36 million reduction in interest expense and $ 3 million of interest income.

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 resulting in total payments of $ 224 million, which also reflect the impact of changes in foreign currency exchange rates.

In 2023, due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, we filed amended tax returns in the United States to request a refund of taxes paid.

In the third quarter of 2024, we were informed that the Canada Revenue Agency (CRA) granted one of our Canadian subsidiaries discretionary interest relief for certain tax years from 2006 through 2011, which were previously settled through arbitration proceedings between the United States and Canadian competent authorities.

In the fourth quarter of 2024, we received the CRA portion of the interest relief consisting of interest refunds of $ 21 million and related interest of $ 2 million, and we were informed that the Alberta Tax and Revenue Administration (Alberta TRA) granted us discretionary interest relief in parallel with the CRA relief.

The interest relief from the Alberta TRA was estimated to be approximately $ 16 million, consisting of interest refunds of $ 15 million and related interest of $ 1 million, based on estimates and foreign currency exchange rates as of December 31, 2024.

CF INDUSTRIES HOLDINGS, INC.

interest income.

During the fourth quarter of 2025, the Alberta TRA finalized interest relief owed to the Company, which was applied as credits to our account and is available to offset future income tax owed to the Alberta TRA.

Deferred Taxes

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As of December 31, 2025, we recorded a deferred tax liability of $ 21 million on the undistributed earnings of our Canadian subsidiaries.

We have not provided for deferred taxes on the remainder of our undistributed earnings from our foreign subsidiaries because such earnings would not give rise to additional tax liabilities upon repatriation.

As of December 31, 2025, our net operating loss and capital loss carryforwards consist primarily of state net operating loss carryforwards of $ 53 million, of which $ 14 million will expire at various dates between 2036 and 2044 and the remaining $ 39 million can be carried forward indefinitely, and foreign capital loss carryforwards of $ 55 million, which can be carried forward indefinitely.

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As of December 31, 2025, we have state tax credit carryforwards resulting in a deferred tax asset of $ 14 million.

The state tax credits have expiration dates generally ranging from 2039 to 2044.

The state tax credits can be carried forward indefinitely.

In 2025, the net increase in the valuation allowance is primarily attributable to an increase of $ 5 million in a capital loss carryforward and associated valuation allowance generated from the loss on sale of the Ince facility, and an increase of $ 4 million in excess foreign tax credits associated with certain U.S.

taxed foreign branch income.

The excess foreign tax credits carried forward, subject to U.S.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance.

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

In 2024, the net decrease in the valuation allowance is primarily attributable to a reduction of $ 83 million in a capital loss carryforward and the associated valuation allowance for one of our foreign subsidiaries in Canada.

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Both of these decreases were partially offset by the impact of changes in foreign currency exchange rates.

In 2023, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S.

taxed foreign branch income and the impact of changes in foreign currency exchange rates, partially offset by the utilization of deferred tax assets of one of our foreign subsidiaries in the United Kingdom.

The excess foreign tax credits carried forward, subject to U.S.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $ 55 million reflecting an increase of $ 11 million in 2023.

Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was

CF INDUSTRIES HOLDINGS, INC.

utilized in 2023, resulting in a $ 7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.

In 2023, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S.

taxed foreign branch income and the reversal of future deductible temporary differences of one of our foreign subsidiaries in the United Kingdom, partially offset by the impact of changes in foreign currency exchange rates.

The excess foreign tax credits carried forward, subject to U.S.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $ 55 million reflecting an increase of $ 11 million in 2023.

Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will reverse, we believe it is more likely than not that the foreign subsidiary in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $ 24 million.

See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional detail.

Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was utilized in 2023, resulting in a $ 7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.

Unrecognized Tax Benefits

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Balance as of December 31 $ 288 $ 230

In 2024, we increased the amount of our unrecognized tax benefit by $ 8 million, which primarily relates to transfer pricing positions.

In 2025, we increased the amount of our unrecognized tax benefit by $ 58 million, which primarily relate to U.S.

tax positions under the Internal Revenue Service audit and refunds claimed on amended state tax returns.

As of December 31, 2025, we had $ 288 million of unrecognized tax benefits.

The majority of our unrecognized tax benefits relate to transfer pricing positions, which have a corollary receivable for the other jurisdiction impacted by the transfer pricing relationship.

The majority of our unrecognized tax benefits as of December 31, 2025 relate to transfer pricing positions for tax years after 2011 for certain of our Canadian subsidiaries which were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities.

These unrecognized tax benefits have corollary receivables for the other jurisdiction impacted by the transfer pricing relationship, which are recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet.

Recognizing these unrecognized tax benefits would result in additional tax expense of $ 1 million in the future.

These receivables are included in other assets on our consolidated balance sheet.

In addition, in order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, we made payments to the Canadian taxing authorities of CAD $ 363 million (approximately $ 267 million) in 2022, which are recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet.

For the amounts ultimately owed and paid to the Canadian tax authorities upon resolution of these tax years after 2011, the Company would seek refunds of related taxes paid in the United States.

In 2024, we increased the amount of our unrecognized tax benefit by $ 8 million, which primarily relates to transfer pricing positions.

In 2023, we increased the amount of our unrecognized tax benefits by $ 74 million, which primarily relates to refunds claimed on the U.S.

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In addition, we reduced the amount of unrecognized tax benefits by $ 33 million, reflecting primarily the settlement of issues raised on state and Canadian income tax audits for various open tax years.

In 2022, we increased the amount of our unrecognized tax benefits by $ 154 million, which relates primarily to the Canada Revenue Agency Competent Authority Matter discussed above.

As a result of the outcome of the arbitration decision, we evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after.

In order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, in the fourth quarter of 2022, we made payments to the Canadian taxing authorities of CAD $ 363 million (approximately $ 267 million), which were recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet.

For the amounts ultimately owed and paid to the Canadian tax authorities upon resolution of these tax years, we would seek refunds of related taxes paid in the United States.

We file federal, provincial, state and local income tax returns principally in the United States, Canada and the United Kingdom, as well as in certain other foreign jurisdictions.

In general, filed tax returns remain subject to examination by United States tax jurisdictions for years 2017 and thereafter, by Canadian tax jurisdictions for years 2012 and thereafter, and by the United Kingdom for years 2022 and thereafter.

As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.

Interest expense and penalties related to our unrecognized tax benefits of $ 7 million, $ 8 million and $( 4 ) million were recorded for the years ended December 31, 2025, 2024 and 2023, respectively.

Amounts recognized in our consolidated balance sheets for accrued interest and penalties related to our unrecognized tax benefits of $ 55 million and $ 51 million as of December 31, 2024 and 2023, respectively, are included in other liabilities.

As of December 31, 2025, amounts recognized in our consolidated balance sheet for accrued interest and penalties related to our unrecognized tax benefits was $ 69 million, of which $ 58 million is included in other liabilities and $ 11 million is included as a reduction to other assets.

As of December 31, 2024, amounts recognized in our consolidated balance sheet for accrued interest and penalties related to our unrecognized tax benefits was $ 55 million, which was included in other liabilities.

CF INDUSTRIES HOLDINGS, INC.

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plan and two Canadian plans) and two in the United Kingdom.

pension plans are closed to new employees and future accruals.

All of our North American plans are closed to new employees.

As a result of plan amendments in the fourth quarter of 2022, as further described below, one of the Canadian plans ceased future accruals effective December 31, 2023, and the cash balance portion of the U.S.

plan that provided benefits based on years of service and interest credits was closed to new employees effective December 31, 2022.

We also provide group medical insurance benefits, which vary by group and location, to certain retirees in North America.

On July 15, 2022, we entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transfer approximately $ 375 million of our primary U.S.

defined benefit pension plan’s projected benefit obligation.

The transaction closed on July 22, 2022 and was funded with plan assets.

Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for approximately 4,000 retirees or their beneficiaries.

As a result of this transaction, in the third quarter of 2022, we remeasured the plan’s projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $ 24 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss.

In the fourth quarter of 2022, the final settlement of the non-participating group annuity contract resulted in a refund of $ 4 million, which decreased the settlement loss by $ 3 million to $ 21 million.

In the fourth quarter of 2022, we remeasured certain of our defined benefit pension plans due to plan amendments resulting from a revision to our North American retirement plan strategy, which, among other things, closed the cash balance portion of the U.S.

plan that was previously open to new employees and established effective dates for each of the three North America plans to freeze future benefit accruals through the end of 2025.

The plan curtailments resulted in a reduction in our benefit obligations of $ 20 million and curtailment gains of $ 4 million, which are reflected in other non-operating—net in our consolidated statement of operations.

In connection with a revision to our retirement plan strategy, we have completed certain plan amendments and annuity purchases, as described below, intended to ultimately terminate and fully settle all five pension plans in accordance with applicable local regulatory requirements.

pension plans have been closed to new employees and future accruals.

In the fourth quarter of 2022, we executed amendments to our North America pension plans, which, among other things, closed the cash balance portion of the U.S.

plan that provided benefits based on years of service and interest credits, effective December 31, 2022, and established effective dates for each of the three North America plans to freeze future benefit accruals through the end of 2025.

As a result, as of December 31, 2025, all of our North America plans are closed to new employees and future accruals.

In the third quarter of 2025, we amended two of our North America pension plans to terminate each plan effective December 31, 2025.

Purchase of Annuity Contracts in the United Kingdom

During the fourth quarter of 2025, the U.K.

pension plan trustees purchased non-participating group buy-in annuity contracts from an insurance company for approximately $ 349 million.

This transaction was funded directly by assets of the pension plans.

Under the terms of the annuity contracts, the insurer makes periodic payments to the pension plans equal to the benefits covered by the contracts.

The annuity contracts are recognized as plan assets and presented as “Buy-in annuity contracts” in the December 31, 2025 United Kingdom pension plan assets table, below.

Purchase of Annuity Contracts in Canada

For one of our Canadian plans, during the fourth quarter of 2025, we purchased a non-participating group buy-out annuity contract and transferred approximately $ 40 million, or 94 %, of the plan’s liabilities to an insurance company.

This transaction was funded with plan assets and reflected as “Pension annuity purchase” in the table below.

Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for over 200 participants, primarily retirees or their beneficiaries.

As a result of this transaction, in the fourth quarter of 2025, we remeasured the plan’s projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $ 1 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss.

For the remaining portion of plan liabilities, we purchased a non-participating group buy-in annuity contract from the insurance company.

Under the terms of the annuity contract, the insurer makes periodic payments to the plan equal to the benefits covered by the contract.

This annuity contract is recognized as a plan asset and included in the line “Buy-in annuity contracts” in the December 31, 2025 North American pension plan assets table, below.

For the other Canadian pension plan, during the fourth quarter of 2025, we purchased a non-participating group buy-in annuity contract from the insurance company for approximately $ 60 million.

This transaction was funded with plan assets.

Under the terms of the annuity contract, the insurer makes periodic payments to the plan equal to the benefits covered by the contract.

This annuity contract is recognized as a plan asset and included in the line “Buy-in annuity contracts” in the December 31, 2025 North American pension plan assets table, below.

CF INDUSTRIES HOLDINGS, INC.

Our plan assets, benefit obligations, funded status and amounts recognized on our consolidated balance sheets for our North America and United Kingdom plans as of the December 31 measurement date are as follows:

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Employer contributions ( 2 ) — 1 22 2 2

Pension annuity purchase ( 39 ) — — — — —

Benefit payments ( 14 ) ( 13 ) ( 24 ) ( 24 ) ( 2 ) ( 2 )

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Foreign currency translation ( 4 ) 9 ( 24 ) 5 — —

Pension annuity purchase 40 — — — — —

Change in assumptions and other ( 18 ) 10 — 37 ( 1 ) —

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Funded status as of December 31 $ 9 $ 21 $ 22 $ 28 $ ( 19 ) $ ( 19 )

For our North America pension plans, the line titled “change in assumptions and other” for 2024 primarily reflects the impact of gains due to the increase in discount rates, partially offset by the increase in the interest crediting rate for the cash balance portion of the U.S.

plan and, for 2023, primarily reflects losses due to the decrease in discount rates.

CF INDUSTRIES HOLDINGS, INC.

For our United Kingdom pension plans, the line titled “change in assumptions and other” for 2024 primarily reflects gain s due to the increase in discount rates and, for 2023, primarily reflects losses due to the decrease in discount rates and increase in the inflation rate assumptions, partially offset by the change in mortality assumptions.

For our North America pension plans, the line titled “change in assumptions and other” for 2025 primarily reflects the impact of an increase in the U.S.

plan’s projected benefit obligation to its estimated plan termination liability and, for 2024, primarily reflects the impact of gains due to the increase in discount rates, partially offset by the increase in the interest crediting rate for the cash balance portion of the U.S.

For our United Kingdom pension plans, the line titled “change in assumptions and other” for 2024 primarily reflects gain s due to the increase in discount rates .

Amounts recognized on the consolidated balance sheets consist of the following:

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Accounts payable and accrued expenses — — — — ( 2 ) ( 2 )

Other current liabilities ( 9 ) — — — — —

Other liabilities — — — — ( 17 ) ( 17 )

$ 9 $ 21 $ 22 $ 28 $ ( 19 ) $ ( 19 )

CF INDUSTRIES HOLDINGS, INC.

Pre-tax amounts recognized in accumulated other comprehensive loss consist of the following:

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Prior service cost $ — $ — $ 1 $ 1 $ — $ —

Net actuarial (gain) loss ( 3 ) 1 71 73 ( 5 ) ( 6 )

Net actuarial loss (gain) 4 ( 3 ) 94 71 ( 3 ) ( 5 )

$ 4 $ ( 3 ) $ 95 $ 72 $ ( 3 ) $ ( 5 )

CF INDUSTRIES HOLDINGS, INC.

Net periodic benefit cost (income) and other amounts recognized in other comprehensive (income) loss for the years ended December 31 included the following:

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Settlement loss 1 — — — — — — — —

Curtailment gains — — ( 4 ) — — — — — —

Amortization of prior service cost — — 1 — — — — — —

Amortization of actuarial loss (gain) — — — — — 2 — ( 1 ) —

Amortization of actuarial gain — — — — — — — — ( 1 )

Net periodic benefit cost (income) 3 2 3 ( 9 ) ( 12 ) ( 9 ) 1 1 —

Net actuarial (gain) loss ( 4 ) ( 6 ) ( 2 ) ( 1 ) 14 ( 22 ) 1 ( 2 ) ( 8 )

Net actuarial loss (gain) 8 ( 4 ) ( 6 ) 17 ( 1 ) 14 2 1 ( 2 )

Settlement loss ( 1 ) — — — — — — — —

Curtailment effects — — ( 20 ) — — — — — —

Curtailment gains — — 4 — — — — — —

Amortization of prior service cost — — ( 1 ) — — — — — —

Amortization of actuarial (loss) gain — — — — — ( 2 ) — 1 —

Total recognized in other comprehensive (income) loss ( 4 ) ( 6 ) ( 40 ) ( 1 ) 14 ( 24 ) 1 ( 1 ) ( 8 )

Total recognized in net periodic benefit cost (income) and other comprehensive (income) loss $ ( 2 ) $ ( 3 ) $ ( 9 ) $ ( 13 ) $ 5 $ ( 26 ) $ 2 $ ( 1 ) $ ( 7 )

Amortization of actuarial gain — — — — — — — — 1

Total recognized in other comprehensive loss (income) 7 ( 4 ) ( 6 ) 17 ( 1 ) 14 2 1 ( 1 )

Total recognized in net periodic benefit cost (income) and other comprehensive loss (income) $ 10 $ ( 2 ) $ ( 3 ) $ 8 $ ( 13 ) $ 5 $ 3 $ 2 $ ( 1 )

Service cost is recognized in cost of sales and selling, general and administrative expenses, and the other components of net periodic benefit cost are recognized in other non-operating—net in our consolidated statements of operations.

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The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $ 335 million and $ 317 million as of December 31, 2025 and 2024, respectively.

The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets as of December 31, which excludes all five of the defined benefit pension plans in 2024, and for 2023, excludes all three of the North America defined benefit pension plans, as each had plan assets in excess of its ABO:

As of December 31, 2025, the ABO for all five of our defined benefit pension plans was equal to each plan’s projected benefit obligation (PBO) as all future benefit accruals were frozen on or before December 31, 2025.

The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets or a PBO in excess of plan assets as of December 31, which excludes four of the defined benefit pension plans in 2025, and for 2024, excludes all five of the defined benefit pension plans:

North America United Kingdom

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Accumulated benefit obligation $ 194 $ — $ — $ —

Fair value of plan assets — — — 360

The following table presents aggregated information for those individual defined benefit pension plans that have a projected benefit obligation (PBO) in excess of plan assets as of December 31, which excludes all five of the defined benefit pension plans in 2024, and for 2023, excludes two North America defined benefit pension plans as each had plan assets in excess of its PBO:

North America United Kingdom

2024 2023 2024 2023

(in millions)

Projected benefit obligation 194 — — —

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Actual contributions are usually agreed with the plan trustees in connection with each triennial valuation and may vary following each such review depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

We currently estimate that our consolidated pension funding cash contributions for 2025 will be approximately $ 1 million for our North American plans and, as agreed with the plans’ trustees, $ 5 million for our United Kingdom plans.

As a result of the buy-in annuity contracts purchased in the fourth quarter of 2025, as discussed above, revised agreements were executed with the plan trustees and cover contributions solely towards each plan’s administrative expenses payable from January 1, 2026 to December 31, 2030, as no additional funding contributions are expected.

These administrative expenses are not expected to be material.

We currently estimate that our consolidated pension funding cash contributions for 2026 will be approximately $ 9 million consisting solely of estimated cash contributions for our U.S.

pension plan.

The expected future benefit payments for our pension and retiree medical plans are as follows:

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2031-2035 10 153 6

_______________________________________________________________________________

(1) As of December 31, 2025, the majority of expected future benefit payments for our North American pension plans are projected to occur in 2026 due to the effective plan termination on December 31, 2025 for two of our North American plans.

The following assumptions were used in determining the benefit obligations and expense:

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Weighted-average cash balance interest crediting rate—expense 4.4 % 3.9 % 3.9 % n/a n/a n/a n/a n/a n/a

Weighted-average rate of increase in future compensation 3.3 % 3.3 % 3.8 % n/a n/a n/a n/a n/a n/a

Weighted-average rate of increase in future compensation n/a 3.3 % 3.3 % n/a n/a n/a n/a n/a n/a

Weighted-average expected long-term rate of return on assets—expense 5.1 % 5.0 % 4.8 % 6.1 % 6.5 % 6.1 % n/a n/a n/a

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The discount rates for all plans are developed by plan using spot rates derived from a hypothetical yield curve of high quality (AA rated or better) fixed income debt securities as of the year-end measurement date to calculate discounted cash flows (the projected benefit obligation) and solving for a single equivalent discount rate that produces the same projected benefit obligation.

In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement.

The cash balance interest crediting rate for the U.S.

plan is based on the greater of 10-year Treasuries or 3.0 %.

For our North America plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses and weighted by target asset allocation percentages.

As of January 1, 2025, our weighted-average expected long-term rate of

In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible

CF INDUSTRIES HOLDINGS, INC.

return on assets for our North America plans is 5.1 %, which will be used in determining net periodic benefit cost for our North America plans for 2025.

employee is currently entitled, based on the employee’s expected date of separation or retirement.

For the two North American plans with effective termination dates of December 31, 2025, the project benefit obligations were determined on a settlement basis taking into account the estimated plan termination liability.

Prior to December 31, 2025, the cash balance interest crediting rate for the U.S.

plan was based on the greater of 10-year Treasuries or 3.0 %.

Given the pending plan termination, the interest crediting rate after the December 31, 2025 termination date is set at the 5-year average of the plan’s cash balance interest crediting rate prior to the plan termination date, which is the basis for the 2025 assumption of 3.8 % shown in the table above.

For our North American plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses and weighted by target asset allocation percentages as applicable.

As of January 1, 2026, our weighted-average expected long-term rate of return on assets for our North American plans is 4.5 %, which will be used in determining net periodic benefit cost for our North American plans for 2026.

For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers’ fees and estimated plan expenses.

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For the measurement of the benefit obligation at December 31, 2024 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, started with an 8.4 % increase in 2025, followed by a gradual decline in increases to 4.5 % for 2034 and thereafter.

For post-age 65 retirees, the assumed health care cost trend rates started with an 8.4 % increase in 2024, followed by a gradual decline in increases to 4.5 % for 2033 and thereafter.

For post-age 65 retirees, the assumed health care cost trend rates started with a 9.8 % increase in 2025, followed by a gradual decline in increases to 4.5 % for 2034 and thereafter.

The objectives of the investment policies governing the pension plans are to administer the assets of the plans for the benefit of the participants in compliance with all laws and regulations, and to establish an asset mix that provides for diversification and considers the risk of various different asset classes with the purpose of generating favorable investment returns.

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The investment strategies for the plans, including target asset allocations and investment vehicles, are subject to change within the guidelines of the policies.

The target asset allocation for our U.S.

pension plan is 80 % non-equity and 20 % equity, which has been determined based on analysis of actual historical rates of return and plan needs and circumstances.

The equity investments are tailored to exceed the growth of the benefit obligation and are a combination of U.S.

total stock market index mutual funds.

The non-equity investments consist primarily of investments in debt securities and money market instruments that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.

As a result of revisions to our retirement plan strategies, our plan assets and investment strategies were updated in the fourth quarter of 2025.

pension plan, the target asset allocation is 100 % non-equity, which is generally determined based on analysis of actual historical rates of return and plan needs and circumstances.

These investments consist primarily of money market instruments and investments in debt securities that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.

The non-equity investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status.

This investment strategy is achieved through the use of mutual funds and individual securities.

The target asset allocation for both of the Canadian plans is 100 % non-equity.

This investment strategy is achieved through the use of individual securities.

The investments consist primarily of investments in debt securities that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.

The investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status.

The pension assets in the United Kingdom plans are each administered by a Board of Trustees consisting of employer-nominated trustees, member-nominated trustees and an independent trustee, with a requirement that member-nominated trustees represent at least one-third of each Board of Trustees.

It is the responsibility of the trustees to ensure prudent management and investment of the assets in the plans.

The trustees meet on a quarterly basis to review and discuss fund performance and other administrative matters.

The trustees’ investment objectives are to hold assets that generate returns sufficient to cover prudently each plan’s liability without exposing the plans to unacceptable risk.

This is accomplished through the asset allocation strategy of each plan.

For both plans, if the asset allocation moves more than plus or minus 5% from the target allocation, the plans’ appointed investment manager would amend the asset allocation.

The trustees formally review the investment strategy on an annual basis which includes taking account of the latest actuarial data, such as changes to member experience.

A full review is also completed of the investment strategy at every triennial actuarial valuation to ensure that the strategy remains consistent with its funding principles.

The trustees may review the strategy more frequently if opportunities arise to reduce risk within the investments without jeopardizing the funding position.

Assets of the United Kingdom plans are invested in pooled funds managed by the appointed investment manager.

The assets are allocated between a growth portfolio and a matching portfolio.

The growth portfolio seeks a return premium on investments across multiple asset classes.

Growth portfolio funds may include, among others, traditional equities and bonds, growth fixed income, and hedged funds, and may use derivatives.

The matching portfolio seeks to align asset changes with

The plan assets for our Canadian plans and our United Kingdom plans primarily consist of non-participating group buy-in annuity contracts, as described above.

These buy-in annuity contracts are effectively investment assets through which the plans receive payments from the insurers that correspond to the pension benefit payments due to covered participants of the plans.

Because the buy-in annuity contracts represent large, illiquid assets for which valuation inputs are unobservable and significant judgment is required in developing assumptions that market participants would use in pricing the assets, they are classified as Level 3 investments within the fair value hierarchy, as reflected in the tables below.

Prior to the purchase of the buy-in annuity contracts in the fourth quarter of 2025, the target asset allocation for our Canadian plans was 100 % non-equity, achieved through the use of individual securities.

The investments consisted primarily of investments in debt securities selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.

CF INDUSTRIES HOLDINGS, INC.

changes in liabilities due to interest rates and inflation expectations.

Matching portfolio funds are composed of corporate bonds, U.K.

gilts and liability-driven investment funds and generally invest in fixed income debt securities including government bonds, gilts, gilt repurchase agreements, swaps and investment grade corporate bonds and may use derivatives.

The target asset allocation for one of the United Kingdom plans was reduced to 25 % from 46 % in the growth portfolio and increased to 75 % from 54 % in the matching portfolio.

The target asset allocation for the other United Kingdom plan was reduced to 30 % from 57 % in the growth portfolio and increased to 70 % from 43 % in the matching portfolio.

The change in the target asset allocations reflected the reduction in the funding deficits.

In 2024, the legacy holding in an actively managed property fund was fully redeemed and invested back into the plan’s portfolio.

Prior to the purchase of the buy-in annuity contracts in the fourth quarter of 2025, assets of the United Kingdom plans were invested in pooled funds managed by an investment manager appointed by the trustees.

The assets were allocated between a growth portfolio and a matching portfolio.

The growth portfolio sought a return premium on investments across multiple asset classes.

The matching portfolio sought to align asset changes with changes in liabilities due to interest rates and inflation expectations.

In 2024, the target asset allocation for one of the United Kingdom plans was 25 % in the growth portfolio and 75 % in the matching portfolio, and 30 % in the growth portfolio and 70 % in the matching portfolio for the other.

The fair values of our pension plan assets as of December 31, 2025 and 2024, by major asset class, are as follows:

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$ 99 $ — $ 99 $ —

Equity mutual funds

Index equity (2)

Short-term investments (2)

Buy-in annuity contracts (3)

Treasury bonds and notes (4)

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Total assets at fair value by fair value levels $ 273 $ 45 $ 165 $ 63

Accruals and payables—net —

Total assets $ 299

United Kingdom

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$ 4 $ 3 $ 1 $ —

Pooled equity funds (9)

Pooled diversified funds (10)

government fixed and index-linked securities funds (11)

Pooled global debt funds (12)

Pooled liability-driven investment funds (13)

Buy-in annuity contracts (3)

Total assets at fair value by fair value levels $ 356 $ 3 $ 1 $ 352

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Total assets at fair value $ 357

Receivable from redemption 1

Total assets $ 345

CF INDUSTRIES HOLDINGS, INC.

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$ 2 $ 1 $ 1 $ —

Short-term investments (15)

Equity mutual funds

Index equity (11)

Pooled equity (16)

Treasury bonds and notes (4)

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Total assets at fair value by fair value levels $ 299 $ 98 $ 201 $ —

Accruals and payables—net ( 1 )

Total assets $ 313

United Kingdom

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Cash and cash funds (9)

$ 2 $ 1 $ 1 $ —

Pooled equity funds (12)

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(1) Cash and cash equivalents are primarily short-term money market funds.

(2) The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices.

They are valued at quoted market prices in an active market, which represent the net asset values (NAVs) of the shares held by the plan.

(2) Short-term investments represent investments in a pooled money market fund that invests primarily in Canadian-dollar denominated debt securities, maturing in no more than one year.

(3) The fair values of the buy-in annuity contracts are estimated based on their exit price, that is, the amount at which the contracts could be sold to a willing third-party buyer.

Treasury bonds and notes are valued based on quoted market prices in an active market.

(5) The fixed income mutual funds invest primarily in high-quality longer duration fixed income securities, which include bonds, debt securities and other similar instruments.

The funds are priced based on a daily published NAV.

The funds are priced based on a daily published net asset value (NAV).

(6) Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.

CF INDUSTRIES HOLDINGS, INC.

(7) Government and agency securities consist of U.S.

municipal bonds and Canadian provincial bonds that are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.

municipal bonds and for 2024 only, Canadian provincial bonds.

These securities are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.

CF INDUSTRIES HOLDINGS, INC.

(8) Other includes primarily mortgage-backed, asset-backed securities and U.S.

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Treasury strips are valued using stripped interest and stripped principal yield curves based on data obtained from various dealer contacts and live data sources.

(8) Cash and cash funds as of December 31, 2024 includes a cash fund that invests primarily in short-dated money market instruments.

(9) Cash and cash funds include a cash fund that invests primarily in short-dated money market instruments.

(10) Funds measured at NAV as a practical expedient as of December 31, 2025 include a fund of funds that invests primarily in freehold and leasehold property in the United Kingdom.

Funds measured at NAV as a practical expedient as of December 31, 2024 include funds of funds with return strategies that provide exposure to various asset classes and credit strategies, as well as alternative investment strategies that may include multi-asset credit strategies, global macro strategies, commodities, fixed income, equities and currency, and funds that invest primarily in freehold and leasehold property in the United Kingdom.

The valuation of the funds is based on NAV determined by the fund managers using the value of the underlying assets.

(11) The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices.

They were valued at quoted market prices in an active market, which represented the NAVs of the shares held by the plan.

(12) Pooled equity funds invest in a broad array of global equity, equity-related securities, a range of diversifiers and may use derivatives for efficient portfolio management.

The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(13) Pooled diversified funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives.

The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(14) Pooled U.K.

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government and may use derivatives for efficient portfolio management.

The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(15) Pooled global debt funds invest in a broad array of debt securities from corporate and government bonds to emerging markets and high-yield fixed and floating rate securities of varying maturities and may use derivatives for efficient portfolio management.

The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(16) Pooled liability-driven investment funds primarily invest, either through a sub-fund or directly, in gilt repurchase agreements, physical U.K.

government gilts, other inflation-linked fixed income securities, and derivatives to provide exposure to interest rates and inflation, thus hedging these elements of risk associated with pension liabilities.

The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(14) Funds measured at NAV as a practical expedient include funds of funds with return strategies with exposure to varying asset classes and credit strategies, as well as alternative investment strategies not precluding multi-asset credit strategies, global macro strategies, commodities, fixed income, equities and currency, and funds that invest primarily in freehold and leasehold property in the United Kingdom.

The funds are valued using NAV as determined by the fund managers based on the value of the underlying assets of the fund.

(15) Short-term investments are primarily U.S.

and Canadian treasury bills with original maturities longer than three months but less than a year.

(16) The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.

The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

We have defined contribution plans covering substantially all employees in North America and the United Kingdom.

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We recognized expense for these plans of $ 1 million in each of the years ended December 31, 2025, 2024 and 2023.

CF INDUSTRIES HOLDINGS, INC.

Financing Agreements

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.

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 (the 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 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.

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 and the administrative agent.

CF INDUSTRIES HOLDINGS, INC.

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

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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.

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.

dollars bear interest at an annual 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 a commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees.

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

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

As of December 31, 2024 and 2023, and during the years then ended, there were no borrowings outstanding under the Revolving Credit Agreement.

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

As of December 31, 2025, and during the year ended December 31, 2025, there were no borrowings outstanding under the Revolving Credit Agreement.

As of December 31, 2024, and during the year ended December 31, 2024, there were no borrowings outstanding under the Prior Credit Agreement.

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

As of December 31, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

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.

Letters of Credit Under Reimbursement Agreement

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

As of December 31, 2025, approximately $ 339 million of letters of credit were outstanding under this agreement.

The primary purpose of the letters of credit outstanding is to provide credit support to Canadian taxing authorities for amounts related to certain tax years that were reassessed and objected to, and which have been accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities.

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

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5.293 % $ 750 $ 743 $ 750 $ 742

5.300 % due November 2035

5.444 % 1,000 989 — —

4.950 % due June 2043

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

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

On April 21, 2022, we redeemed in full all of the $ 500 million outstanding principal amount of the 3.450 % senior notes due June 2023 (the 2023 Notes) in accordance with the optional redemption provisions in the indenture governing the 2023 Notes.

The total aggregate redemption price paid in connection with the April 2022 redemption of the 2023 Notes, which was funded with cash on hand, was $ 513 million, including accrued interest.

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

On November 26, 2025, CF Industries issued $ 1 billion aggregate principal amount of 5.300 % senior notes due 2035 (the 2035 Notes).

The net proceeds, after deducting discounts and offering expenses, from the issuance and sale of the 2035 Notes were approximately $ 989 million.

On December 26, 2025, in accordance with the optional redemption provisions in the indenture governing the 4.500% senior secured notes due 2026 (the 2026 Notes), we used approximately $ 756 million of the net proceeds for the prepayment (including payment of a make-whole amount of $ 4 million and accrued interest of $ 2 million) in full of the outstanding $750 million aggregate principal amount of the 2026 Notes.

As a result, we recognized a loss on debt extinguishment of $ 6 million, consisting primarily of the premium paid on the redemption of the $ 750 million principal amount of the 2026 Notes prior to their scheduled maturity.

We intend that the remainder of the net proceeds be used for general corporate purposes.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2035, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF

CF INDUSTRIES HOLDINGS, INC.

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

Interest Expense

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$ 155 $ 150 $ 150

Fees on financing agreements (1)

Fees on financing agreements and other (1)

Interest on tax liabilities (2)

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(2) Interest on tax liabilities for the year ended December 31, 2024 primarily relates to discretionary interest relief granted from the CRA and the Alberta TRA.

Interest on tax liabilities for the year ended December 31, 2022 consists primarily of interest accrued on reserves for unrecognized tax benefits related to Canadian transfer pricing.

See Note 10—Income Taxes for additional information.

Variable Interest Entity

On April 8, 2025, we formed the Blue Point joint venture, Blue Point Number One, LLC, with JERA Co., Inc.

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

(Mitsui), a leading global investment and trading company, to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana.

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

Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA had a conditional option that, if the specified condition were met, JERA could reduce its ownership percentage below 35 % but not lower than 20 %.

We would have had the right and obligation to increase our ownership by the same amount had JERA opted to reduce its ownership.

The option expired and is no longer exercisable.

The Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a carbon dioxide (CO 2 ) dehydration and compression unit to prepare captured CO 2 for transportation and sequestration.

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

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

We are responsible for overseeing and managing 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.

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 year ended December 31, 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 addition, we will build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading.

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

We have a significant variable interest in the Blue Point joint venture through our 40 % equity interest.

We are considered the primary beneficiary of the VIE as we have both the power to direct the day-to-day operations of the low-carbon ammonia production facility, which are the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40 % equity interest.

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

CF INDUSTRIES HOLDINGS, INC.

The table below summarizes the assets and liabilities of the Blue Point joint venture included in our consolidated balance sheet as of December 31, 2025:

(in millions)

Cash and cash equivalents $ 130

Other current assets 1

Property, plant and equipment—net 361

Other assets 1

Total assets $ 493

Accounts payable and accrued expenses $ 52

Other liabilities 1

Total liabilities $ 53

As of December 31, 2025, all assets of the Blue Point joint venture can only be used to settle the obligations of the Blue Point joint venture.

In addition, as of December 31, 2025, all liabilities of the Blue Point joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings.

CF Holdings has provided guarantees for certain financial commitments of the Blue Point joint venture to several third-party vendors;

however, as of December 31, 2025, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

Other Operating—Net

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Gain on sale of emission credits ( 8 ) ( 47 ) ( 39 )

Loss on foreign currency transactions (1)

Unrealized gain on embedded derivative (2)

Gain on foreign currency transactions (1)

45Q Tax Credits (2)

Other operating—net

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(1) Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that were not permanently invested.

(2) Unrealized gain on embedded derivative consists of a reduction in the fair value of an embedded derivative liability related to the terms of our strategic venture with CHS.

(3) Other primarily includes the front-end engineering and design study costs related to our clean energy initiatives and gains on the recovery of certain precious metals used in the manufacturing process.

(1) Gain on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions.

(2) Represents income earned from 45Q Tax Credits, which reduced our current income tax payable for the period.

(3) Other primarily includes the front-end engineering and design study costs related to our clean energy initiatives, development costs for our Blue Point joint venture, commissioning costs for the decarbonization project at our Donaldsonville complex with carbon capture and sequestration, and gains on the recovery of certain precious metals used in the manufacturing process.

CF INDUSTRIES HOLDINGS, INC.

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As of December 31, 2025, we had natural gas derivative contracts covering certain periods through March 2027.

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.

As of December 31, 2023, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 49.0 million MMBtus of natural gas.

As of December 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 13.5 million MMBtus of natural gas.

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

For the year ended December 31, 2025, we used derivatives to cover approximately 2 % of our natural gas consumption.

The effect of derivatives in our consolidated statements of operations is shown in the table below.

The effect of derivatives on our consolidated statements of operations is shown in the table below.

Gain (loss) recognized in income

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Natural gas derivatives

Unrealized net gains (losses) Cost of sales $ 35 $ 39 $ ( 41 )

Realized net (losses) gains Cost of sales ( 40 ) ( 139 ) 10

Unrealized net (losses) gains Cost of sales $ ( 5 ) $ 35 $ 39

Realized net losses Cost of sales ( 1 ) ( 40 ) ( 139 )

Net derivative losses $ ( 6 ) $ ( 5 ) $ ( 100 )

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Natural gas derivatives Other current assets $ — $ 4 Other current liabilities $ ( 5 ) $ ( 3 )

Natural gas derivatives Other assets 1 — Other liabilities — —

The counterparties to our derivative contracts are multinational commercial banks, major financial institutions and large energy companies.

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The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party.

• Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our

CF INDUSTRIES HOLDINGS, INC.

counterparties under the ISDA agreement or otherwise.

Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

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In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position.

As of December 31, 2024 and 2023, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was zero and $ 34 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates.

As of December 31, 2025 and 2024, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $ 4 million and zero , respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates.

The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

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Total derivative liabilities ( 5 ) — — ( 5 )

Net derivative assets $ 1 $ — $ — $ 1

Net derivative liabilities $ ( 4 ) $ — $ — $ ( 4 )

December 31, 2024

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Total derivative liabilities ( 3 ) — — ( 3 )

Net derivative liabilities $ ( 34 ) $ — $ — $ ( 34 )

Net derivative assets $ 1 $ — $ — $ 1

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Tax-related assets include long-term receivables related to U.S.

and Canadian transfer pricing and the related interest, and certain payments to Canadian taxing authorities.

and Canadian transfer pricing and the related interest, and certain payments to Canadian taxing authorities in 2022.

See Note 10—Income Taxes for additional information.

Other includes pension plans in a net asset funded status.

Other includes defined benefit pension plans in a net asset funded status.

See Note 11—Pension and Other Postretirement Benefits for additional information.

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(1) As of December 31, 2024 and 2023, accrued capital expenditures totaled $ 101 million and $ 68 million, respectively, of which $ 42 million and $ 20 million, respectively, are included within accounts payable in the table above.

(1) As of December 31, 2025 and 2024, accrued capital expenditures totaled $ 118 million and $ 101 million, respectively, of which $ 65 million and $ 42 million, respectively, are included within accounts payable in the table above, and as of December 31, 2025, $ 2 million is included in other liabilities.

Payroll and employee-related costs include accrued salaries and wages, vacation, benefits, incentive plans and payroll taxes.

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Other Current Liabilities

As of December 31, 2024, other current liabilities of $ 9 million consist primarily of $ 3 million of unrealized loss on natural gas derivatives and $ 4 million for asset retirement obligations.

As of December 31, 2023, other current liabilities of $ 42 million consist primarily of $ 35 million of unrealized loss on natural gas derivatives and $ 6 million for asset retirement obligations.

See Note 17—Derivative Financial Instruments and Note 24—Asset Retirement Obligations for additional information.

As of December 31, 2025, other current liabilities of $ 19 million consist primarily of a defined benefit pension plan liability of $ 9 million and an unrealized loss on natural gas derivatives of $ 5 million.

As of December 31, 2024, other current liabilities of $ 9 million consist primarily of an unrealized loss on natural gas derivatives of $ 3 million and asset retirement obligations of $ 4 million.

See Note 11—Pension and Other Postretirement Benefits, Note 16—Derivative Financial Instruments and Note 23—Asset Retirement Obligations for additional information.

Other Liabilities

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Tax-related liabilities 262 245

Unrealized loss on embedded derivative — 1

Other liabilities $ 337 $ 301

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See Note 10—Income Taxes for additional information.

Noncontrolling Interest

A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to the noncontrolling interest on our consolidated balance sheets is provided below.

Noncontrolling Interests

We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11 % of the membership interests of CFN.

We own the remaining membership interests.

Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN.

We also have a 40 % ownership interest in the Blue Point joint venture.

JERA and Mitsui own the remaining membership interests.

See Note 14—Variable Interest Entity for additional information on the Blue Point joint venture.

For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point joint venture are consolidated into our financial statements.

CHS’ interest in CFN and each of JERA’s and Mitsui’s interests in the Blue Point joint venture are recorded in noncontrolling interests in our consolidated financial statements.

CF INDUSTRIES HOLDINGS, INC.

A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to noncontrolling interests on our consolidated balance sheets is provided below.

Year ended December 31,

2025 2024 2023

CFN Blue Point Total CFN CFN

(in millions)

Noncontrolling interest:

Noncontrolling interests:

Balance as of January 1 $ 2,607 $ — $ 2,607 $ 2,656 $ 2,802

Earnings attributable to noncontrolling interest 259 313 591

Issuance of noncontrolling interests in Blue Point Number One, LLC — 291 291 — —

Earnings attributable to noncontrolling interests 341 2 343 259 313

Declaration of distributions payable ( 304 ) — ( 304 ) ( 308 ) ( 459 )

Balance as of December 31 $ 2,644 $ 293 $ 2,937 $ 2,607 $ 2,656

Distributions payable to noncontrolling interest:

Distributions payable to noncontrolling interests:

Balance as of January 1 $ — $ — $ — $ — $ —

Declaration of distributions payable 304 — 304 308 459

Distributions to noncontrolling interest ( 308 ) ( 459 ) ( 619 )

Distributions to noncontrolling interests ( 304 ) — ( 304 ) ( 308 ) ( 459 )

Balance as of December 31 $ — $ — $ — $ — $ —

We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11 % of the membership interests of CFN.

We own the remaining membership interests.

For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements.

CHS’ interest in the strategic venture is recorded in noncontrolling interest in our consolidated financial statements.

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices.

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We are also entitled to semi-annual cash distributions from CFN.

The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined

CF INDUSTRIES HOLDINGS, INC.

based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

On January 30, 2026, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2025, in accordance with CFN’s limited liability company agreement.

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On November 2, 2022, the Board authorized the repurchase of up to $ 3 billion of CF Holdings common stock through December 31, 2025 (the 2022 Share Repurchase Program).

The 2021 Share Repurchase Program was completed in the second quarter of 2023.

On November 2, 2022, the Board authorized the repurchase of up to $ 3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program).

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

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 2025 Share Repurchase Program).

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

CF INDUSTRIES HOLDINGS, INC.

The following table summarizes the share repurchases under the 2025 Share Repurchase Program and the 2022 Share Repurchase Program.

2025 Share Repurchase Program 2022 Share Repurchase Program

Shares Amounts (1)

(in millions)

Shares repurchased in 2023 — $ — 5.6 $ 425

Second quarter 0.8 $ 50

Third quarter 1.9 150

Fourth quarter 2.9 225

Total shares repurchased in 2023 5.6 $ 425

Shares repurchased in 2024 — $ — 18.8 $ 1,513

Shares repurchased in 2025:

First quarter — $ — 5.4 $ 434

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3.4 $ 278 37.6 $ 3,000

(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 2024, we repurchased approximately 18.8 million shares under the 2022 Share Repurchase Program for approximately $ 1.51 billion, of which $ 10 million was accrued and unpaid as of December 31, 2024.

In 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $ 155 million, and we repurchased approximately 5.6 million shares under the 2022 Share Repurchase Program for $ 425 million.

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(1) As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In 2025, we completed the 2022 Share Repurchase Program with the repurchase of 13.2 million shares for $ 1.06 billion, and we repurchased 3.4 million shares under the 2025 Share Repurchase Program for $ 278 million.

The shares we repurchase are held as treasury stock.

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As part of the retirements, we reduce our treasury stock, paid-in capital and retained earnings balances.

In 2024, we retired 18.7 million shares of repurchased stock.

In 2025, we retired 17.1 million shares of repurchased stock, including shares repurchased under the 2022 Share Repurchase Program and the 2025 Share Repurchase Program.

We held 354,264 shares of treasury stock as of December 31, 2024 and no shares of treasury stock as of December 31, 2023.

CF INDUSTRIES HOLDINGS, INC.

In 2024, we retired 18.7 million shares of repurchased stock.

As of December 31, 2025 and 2024, we held zero shares and 354,264 shares, respectively, of treasury stock.

Changes in common shares outstanding are as follows:

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No shares of preferred stock have been issued.

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

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Balance as of December 31, 2022 $ ( 179 ) $ 3 $ ( 54 ) $ ( 230 )

Gain arising during the period — — 55 55

Reclassification to earnings (1) :

Settlement loss — — 21 21

Curtailment gains — — ( 4 ) ( 4 )

Other — ( 1 ) 4 3

Effect of exchange rate changes and deferred taxes ( 38 ) — ( 10 ) ( 48 )

Balance as of December 31, 2022 $ ( 179 ) $ 3 $ ( 54 ) $ ( 230 )

Loss arising during the period — — ( 6 ) ( 6 )

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Balance as of December 31, 2024 $ ( 221 ) $ 3 $ ( 62 ) $ ( 280 )

Loss arising during the period — — ( 27 ) ( 27 )

Reclassification to earnings (1) :

Settlement loss — — 1 1

Effect of exchange rate changes and deferred taxes 70 — 1 71

Balance as of December 31, 2025 $ ( 151 ) $ 3 $ ( 87 ) $ ( 235 )

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(1) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations were not material.

CF INDUSTRIES HOLDINGS, INC.

Stock-based Compensation

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As of December 31, 2025, we had approximately 6.3 million shares available for future awards under the 2022 Equity and Incentive Plan.

The 2022 Equity and Incentive Plan provides that no more than 5.0 million shares may be issued pursuant to the exercise of incentive stock options, subject to adjustment upon certain capitalization events.

The 2022 Equity and Incentive Plan provides that

CF INDUSTRIES HOLDINGS, INC.

no more than 5.0 million shares may be issued pursuant to the exercise of incentive stock options, subject to adjustment upon certain capitalization events.

Restricted Stock Awards, Restricted Stock Units and Performance Restricted Stock Units

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Holders of RSUs and PSUs are not entitled to voting rights unless and until the awards have vested.

CF INDUSTRIES HOLDINGS, INC.

A summary of restricted stock activity during the year ended December 31, 2025 is presented below.

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The 2025, 2024 and 2023 weighted-average grant-date fair value for RSAs was $ 81.98 , $ 79.59 and $ 74.79 , for RSUs was $ 85.66 , $ 80.45 and $ 81.44 , and for PSUs was $ 87.60 , $ 86.76 and $ 93.61 , respectively.

The actual tax benefit realized from restricted stock vested in each of the years ended December 31, 2024, 2023 and 2022 was $ 14 million, $ 13 million and $ 14 million, respectively.

The fair value of restricted stock vested was $ 35 million, $ 62 million and $ 55 million for the years ended December 31, 2025, 2024 and 2023, respectively .

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No stock option awards were granted under the 2014 Equity and Incentive Plan or our other predecessor plans after 2017, and no stock option awards have been granted under the 2022 Equity and Incentive Plan.

A summary of stock option activity during the year ended December 31, 2024 is presented below:

Shares Weighted-

Exercise Price

Outstanding as of December 31, 2023 122,930 $ 36.36

Exercised ( 46,285 ) 39.16

Outstanding as of December 31, 2024 76,645 34.67

Exercisable as of December 31, 2024 76,645 34.67

(years) Aggregate

(in millions)

Outstanding as of December 31, 2024 1.5 $ 4

Exercisable as of December 31, 2024 1.5 4

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As of December 31, 2025, 54,160 options were outstanding and exercisable, with a weighted‑average exercise price of $ 32.85 , a weighted‑average remaining contractual term of 0.8 years, and an aggregate intrinsic value of $ 2 million.

The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $ 77.34 as of December 31, 2025, which would have been received by the option holders had all option holders exercised their options as of that date.

CF INDUSTRIES HOLDINGS, INC.

Selected amounts pertaining to stock option exercises are as follows:

Year ended December 31,

2024 2023 2022

(in millions)

Cash received from stock option exercises $ 2 $ 2 $ 106

Actual tax benefit realized from stock option exercises — — 23

Pre-tax intrinsic value of stock options exercised 2 1 100

During 2025, 22,485 options were exercised, which had a pre‑tax intrinsic value of $ 1 million, and no related tax benefit was realized.

Compensation Cost

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The following table summarizes stock-based compensation costs and related income tax benefits:

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,

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As of December 31, 2025, pre-tax unrecognized compensation cost was $ 24 million for RSAs and RSUs, which will be recognized over a weighted-average period of 1.6 years, and $ 6 million for PSUs, which will be recognized over a weighted-average period of 1.6 years.

Excess tax benefits realized from the vesting of restricted stock or stock option exercises are recognized as an income tax benefit in our consolidated statements of operations and are required to be reported as an operating cash inflow rather than a reduction of taxes paid.

The excess tax benefits realized in 2024, 2023 and 2022 were $ 8 million, $ 19 million and $ 96 million, respectively.

Segment Disclosures

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Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the years ended December 31, 2025, 2024 and 2023 are presented in the tables below.

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,

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Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 13 ) ( 11 ) 13

Unrealized net mark-to-market loss (gain) on natural gas derivatives 2 ( 13 ) ( 11 )

Depreciation and amortization (2)

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Gross margin $ 682 $ 493 $ 541

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,

2025 2024 2023

(in millions)

Granular Urea

2 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 9 ) ( 11 ) 13

Unrealized net mark-to-market loss (gain) on natural gas derivatives 1 ( 9 ) ( 11 )

Depreciation and amortization (2)

7 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 10 ) ( 11 ) 14

Unrealized net mark-to-market loss (gain) on natural gas derivatives 2 ( 10 ) ( 11 )

Depreciation and amortization (2)

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Gross margin $ 921 $ 609 $ 817

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,

2024 2023 2022

(in millions)

Net sales $ 421 $ 419 $ 497

2 unchanged sentences

Unrealized net mark-to-market gain on natural gas derivatives — ( 1 ) ( 2 )

( 1 ) ( 2 ) ( 2 )

Depreciation and amortization (2)

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Gross margin $ 79 $ 79 $ 138

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,

2025 2024 2023

(in millions)

Net sales $ 545 $ 503 $ 564

1 unchanged sentence

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 2 ) ( 4 ) 3

Unrealized net mark-to-market gain on natural gas derivatives — ( 2 ) ( 4 )

Depreciation and amortization (2)

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1,163 829 1,251

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 35 ) ( 39 ) 41

Unrealized net mark-to-market loss (gain) on natural gas derivatives 5 ( 35 ) ( 39 )

Depreciation and amortization (2)

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_______________________________________________________________________________

(1) Ammonia segment results include the operating results of our Waggaman facility from the acquisition date of December 1, 2023.

(1) Natural gas costs include the impact of realized gains and losses on natural gas derivatives settled during the period.

(2) For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization does not include $ 32 million, $ 34 million and $ 13 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For the years ended December 31, 2024 and 2023, depreciation and amortization does not include $ 30 million and $ 3 million, respectively, related to amortization of the supply contract liability, which is recognized in net sales.

See Note 6—Acquisition of Waggaman Ammonia Production Facility and Note 9—Goodwill and Other Intangible Assets for additional information.

CF INDUSTRIES HOLDINGS, INC.

For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization does not include $ 30 million, $ 30 million and $ 3 million, respectively, related to amortization of the supply contract liability, which is recognized in net sales.

See Note 4—Revenue Recognition for additional information.

(3) Distribution and storage costs consist of the cost of freight required to transport finished products from our manufacturing facilities to our distribution facilities and the costs to operate our network of distribution facilities in North America.

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All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

(8) Total other operating costs and expenses for the year ended December 31, 2022 include $ 258 million of asset impairment and restructuring charges related to our U.K.

See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

(7) Total other operating costs and expenses for the year ended December 31, 2025 includes $ 76 million of asset impairment related to property, plant and equipment at our Donaldsonville and Yazoo City facilities.

See Note 6—Property, Plant and Equipment—Net for additional information.

(8) Equity in loss of operating affiliate for the year ended December 31, 2023 includes an impairment of our equity method investment in PLNL of $ 43 million.

See Note 8—Equity Method Investment for additional information.

CF INDUSTRIES HOLDINGS, INC.

Enterprise-wide data by geographic region is as follows:

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In 2025, 2024 and 2023, CHS accounted for approximately 13 %, 12 % and 13 % of our consolidated net sales, respectively.

See Note 19—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

See Note 18—Noncontrolling Interests for additional information.

Supplemental Cash Flow Information

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Income taxes—net of refunds:

federal $ 252 $ 336 $ 263

state and local:

Illinois * * 22

Other 38 47 52

state and local 38 47 74

Canada 23 24 32

Total foreign 31 27 36

Total income taxes—net of refunds $ 321 $ 410 $ 373

_____________________________________________________________________________

CF INDUSTRIES HOLDINGS, INC.

* For the years ended December 31, 2025 and 2024, amounts for this jurisdiction were below the threshold for separate disclosure.

As such, these amounts are reflected in Other.

Interest—net of interest capitalized for the year ended December 31, 2024 includes a reduction of approximately $ 21 million reflecting interest relief received from the CRA related to certain tax years from 2006 through 2011.

See Note 10—Income Taxes for additional information.

Year ended December 31,

2025 2024 2023

(in millions)

Supplemental disclosure of noncash investing and financing activities:

Change in capitalized expenditures in accounts payable and accrued expenses $ 33 $ 15 $ 18

Change in capitalized expenditures in accounts payable, accrued expenses and other liabilities $ 17 $ 33 $ 15

Change in accrued share repurchases, including accrued excise taxes ( 12 ) 19 5

Interest—net of interest capitalized for the year ended December 31, 2022 includes interest paid to Canadian taxing authorities of approximately $ 100 million related to tax years 2006 through 2011.

See Note 12—Income Taxes—“Canada Revenue Agency Competent Authority Matter” for additional information.

Income taxes—net of refunds for the year ended December 31, 2022 includes certain payments of CAD $ 363 million (approximately $ 267 million) to Canadian taxing authorities, which are reflected in the line “Other—net” within operating activities in our consolidated statement of cash flows.

These payments were made in order to mitigate the assessment of future Canadian interest on transfer pricing positions.

See Note 12—Income Taxes—“Unrecognized Tax Benefits” for additional information.

Asset Retirement Obligations

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We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

We have recorded AROs for certain assets for which a fair value can be estimated.

As of December 31, 2024, AROs recorded in other current liabilities and other liabilities in our consolidated balance sheet was approximately $ 5 million.

CF INDUSTRIES HOLDINGS, INC.

In the first quarter of 2025, we completed the sale of our facility in Ince, United Kingdom, which had been permanently closed since 2022.

The sale agreement included indemnification provisions that released us from all known and unknown environmental liabilities.

Upon transfer of the environmental permit to the new owner in the third quarter of 2025, the recorded ARO liability of $ 4 million was derecognized.

As of December 31, 2025, amounts recorded for AROs, which relate to certain assets for which a fair value can be estimated, were not material.

We have operating leases for certain property and equipment under various noncancelable agreements, the most significant of which are rail car leases and barge tow charters for the distribution of our products.

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The renewal provisions for our rail car leases, barge tow charters and terminal and warehouse storage agreements are not reasonably certain to be exercised.

CF INDUSTRIES HOLDINGS, INC.

The components of lease costs were as follows:

22 unchanged sentences

Weighted-average discount rate 5.1 % 5.0 %

As of December 31, 2024, we have entered into four additional leases that have not yet commenced, with future minimum lease payments totaling $ 37 million with minimum terms ranging from five to seven years .

CF INDUSTRIES HOLDINGS, INC.

11 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data