What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-20 · 37 added, 47 removed, 258 unchanged (25% of the section changed)

10 unchanged sentences

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, 2024, beginning in the second quarter of 2025, the Company is implementing a new procurement and plant asset management system.

As a result, related changes in its internal control over financial reporting are expected due to the implementation.

Other than changes due to the Company’s implementation of a new procurement and plant asset management system, which began in the second quarter of 2025 and was completed in the fourth quarter of 2025, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CF INDUSTRIES HOLDINGS, INC.

29 unchanged sentences

OTHER INFORMATION.

During the quarter ended December 31, 2024, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.

During the quarter ended December 31, 2025, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc., except as follows:

On November 12, 2025 , Bert A.

Frost , Executive Vice President and Chief Commercial Officer , adopted a Rule 10b5-1 trading arrangement for the sale of up to 11,196 shares of Common Stock, subject to certain conditions, between March 2, 2026 and August 4, 2026 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

16 unchanged sentences

During the last completed fiscal year, John W.

Eaves, Javed Ahmed, Stephen J.

Eaves, Javed Ahmed, Susan Ellerbusch (from May 2025), Stephen J.

Hagge, Anne P.

Noonan and Michael J.

Toelle served as the members of the Compensation and Management Development Committee of the Board.

Toelle (from January 2025 to May 2025) served as the members of the Compensation and Management Development Committee of the Board.

Information appearing under the following headings of the Proxy Statement is incorporated herein by reference:

26 unchanged sentences

_______________________________________________________________________________

(1) Includes 76,645 shares issuable pursuant to outstanding nonqualified stock options, 471,657 shares issuable pursuant to restricted stock units (RSUs) and 1,024,846 shares issuable pursuant to performance restricted stock units (PSUs) under the 2022 Equity and Incentive Plan, the CF Industries Holdings, Inc.

2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) and the CF Industries Holdings, Inc.

2009 Equity Incentive Plan.

(1) Includes 54,160 shares issuable pursuant to outstanding nonqualified stock options, 523,100 shares issuable pursuant to restricted stock units (RSUs) and 1,082,218 shares issuable pursuant to performance restricted stock units (PSUs) under the 2022 Equity and Incentive Plan and the CF Industries Holdings, Inc.

2014 Equity and Incentive Plan.

PSUs are subject to attainment of the applicable performance goals during the three-year performance period and are reflected at their maximum potential payout.

5 unchanged sentences

Under the 2022 Equity and Incentive Plan, shares withheld for taxes on awards are added to the number of shares available for issuance.

If any restricted stock units (including any performance restricted stock units) granted under the 2014 Equity and Incentive Plan terminates or expires without delivery of shares, the number of shares available for issuance under the 2022 Equity and Incentive Plan is increased by 1.61 shares for each share that had been subject to such restricted stock unit at the time of such termination or expiration.

See Note 20—Stock-based Compensation for additional information on the 2022 Equity and Incentive Plan.

41 unchanged sentences

Description of common stock of CF Industries Holdings, Inc.

( incor porated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 22, 2024)

(incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 22, 2024)

Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc.

23 unchanged sentences

Third Supplemental Indenture, dated as of January 28, 2022, relating to the 2026 Notes Indenture (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2022)

Change in Control Severance Agreement, effective as of September 1, 2009, amended as of October 20, 2010, and amended further and restated as of February 17, 2014, by and between CF Industries Holdings, Inc.

and Christopher D.

Bohn (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2014)***

Indenture, dated as of November 6, 2025, by and among CF Industries, Inc., CF Industries Holdings, Inc.

and Wilmington Trust, National Association, relating to debt securities of CF Industries, Inc.

(incorporated by reference to Exhibit 4.3 to CF Industries, Inc.’s and CF Industries Holdings, Inc.’s Registration Statement on Form S-3 filed with the SEC on November 6, 2025)

CF INDUSTRIES HOLDINGS, INC.

Supplemental Indenture No.

1, dated as of November 26, 2025, by and among CF Industries, Inc., CF Industries Holdings, Inc.

and Wilmington Trust, National Association, as Trustee, to the Indenture dated as of November 6, 2025 (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 26, 2025)

Change in Control Severance Agreement, effective as of September 1, 2009, amended as of October 20, 2010, amended further and restated as of February 17, 2014 and amended further and restated and effective as of January 4, 2026 by and between CF Industries Holdings, Inc.

and Christopher D.

Bohn (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2025)***

Change in Control Severance Agreement, effective as of November 21, 2008, by and between CF Industries Holdings, Inc.

17 unchanged sentences

and Gregory D.

Cameron (incorporated by referen ce to Exhibit 10.2 to CF Industries Holdings, Inc.

’ s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)***

Cameron (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)***

Separation and Release Agreement, dated January 12, 2026, between CF Industries Holdings, Inc.

and Gregory D.

Cameron (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 13, 2026)***

Form of Amendment to Change in Control Severance Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 24, 2015)***

3 unchanged sentences

CF Industries Holdings, Inc.

2009 Equity and Incentive Plan (incorporated by reference to Appendix A to CF Industries Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2009)***

Amendment, dated as of July 21, 2016, to the CF Industries Holdings, Inc.

2009 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016)***

CF Industries Holdings, Inc.

2014 Equity and Incentive Plan (incorporated by reference to Appendix C to CF Industries Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 3, 2014)***

4 unchanged sentences

CF INDUSTRIES HOLDINGS, INC.

CF Industries Holdings, Inc.

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.16 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023)***

1 unchanged sentence

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.17 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023) ***

CF INDUSTRIES HOLDINGS, INC.

Second Amendment of CF Industries Holdings, Inc.

2 unchanged sentences

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2024)***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.17 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2014)***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014)***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015)***

Form of Amendment to Non-Qualified Stock Option Award Agreements (incorporated by reference to Exhibit 10.5 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015)***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.23 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 25, 2016)***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016)***

Form of Non-Qualified Stock Option Award Amendment Letter Agreement, dated as of July 19, 2018 (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2018)***

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.32 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)***

12 unchanged sentences

(incorporated by reference to Exhibit 10.37 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 24, 2022)****

Revolving Credit Agreement, dated as of October 26, 2023, by and among CF Industries Holdings, Inc., CF Industries, Inc., Citibank, N.A., as administrative agent, the issuing banks from time to time party thereto, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 27, 2023)

CF INDUSTRIES HOLDINGS, INC.

Amendment No.

1 to the Revolving Credit Agreement, dated as of May 29, 2024, among CF Industries, Inc.

and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)

Policy on Insider Trading

First Amended and Restated Revolving Credit Agreement, dated as of September 4, 2025, by and among CF Industries Holdings, Inc., CF Industries, Inc., the designated borrower from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and the issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 of CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 9, 2025)

Policy on Insider Trading (incorporated by reference to Exhibit 19 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 20 , 202 5 )

Subsidiaries of the registrant

List of Subsidiary Guarantors and Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22.1 to CF Industries, Inc.’s and CF Industries Holdings, Inc.’s Registration Statement on Form S-3 filed with the SEC on November 6, 2025)

Consent of KPMG LLP, independent registered public accounting firm

1 unchanged sentence

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

CF INDUSTRIES HOLDINGS, INC.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

10 unchanged sentences

*** Denotes management contract or compensatory plan or arrangement.

**** Portions omitted to pursuant to Item 601(b)(10)(iv) of Regulation S-K.

**** Portions omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

CF INDUSTRIES HOLDINGS, INC.

2 unchanged sentences

February 25, 2026 By:

/s/ CHRISTOPHER D.

Christopher D.

President and Chief Executive Officer

1 unchanged sentence

Signature Title(s) Date

ANTHONY WILL President and Chief Executive Officer,

/s/ CHRISTOPHER D.

BOHN President and Chief Executive Officer,

(Principal Executive Officer) February 25, 2026

/s/ GREGORY D.

CAMERON Executive Vice President and

Chief Financial Officer

(Principal Financial Officer) February 20, 2025

Christopher D.

/s/ RICHARD A.

HOKER Vice President and Corporate Controller

(Principal Accounting Officer) February 20, 2025

HOKER Vice President and Corporate Controller and Interim Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) February 25, 2026

/s/ STEPHEN J.

HAGGE Chairman of the Board of Directors February 20, 2025

HAGGE Chair of the Board of Directors, Director February 25, 2026

/s/ JAVED AHMED Director February 25, 2026

1 unchanged sentence

ARZBAECHER Director February 25, 2026

/s/ CHRISTOPHER D.

BOHN Executive Vice President and

Chief Operating Officer, Director February 20, 2025

Christopher D.

/s/ DEBORAH L.

10 unchanged sentences

WHITE Director February 25, 2026

ANTHONY WILL Director February 25, 2026

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 9A. Controls and Procedures