What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 191 added, 263 removed, 511 unchanged (47% of the section changed)

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions, except per share amounts)

4 unchanged sentences

operations restructuring — 23

Integration costs — — — 4

Other operating—net ( 30 ) 4 ( 8 ) ( 18 )

Total other operating costs and expenses 58 82 288 228

Litigation settlement gain ( 170 ) —

Other operating (income) expense—net ( 44 ) 14

Total other operating (income) expense—net ( 111 ) 121

Equity in earnings of operating affiliate 6 4

2 unchanged sentences

Interest income ( 20 ) ( 17 )

Other non-operating—net ( 3 ) ( 4 ) ( 11 ) ( 8 )

Other non-operating expense (income)—net — ( 2 )

Earnings before income taxes 844 437

14 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Foreign currency translation adjustment—net of taxes ( 22 ) 11

Derivatives—net of taxes ( 1 ) —

Defined benefit plans—net of taxes 2 ( 2 )

( 29 ) 23 49 —

Comprehensive income 655 360

4 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2026 December 31,

4 unchanged sentences

$ 254 , 2025:

$ 2,042 $ 1,982

Accounts receivable—net 726 488

1 unchanged sentence

Prepaid income taxes 23 105

Other current assets 46 43

Other current assets (amount related to VIE—2026:

Total current assets 3,391 2,985

Property, plant and equipment—net (amount related to VIE—2026:

$ 410 , 2025:

Investment in affiliate 39 32

2 unchanged sentences

Operating lease right-of-use assets 393 410

Other assets 973 917

Other assets (amount related to VIE—2026:

Total assets $ 14,608 $ 14,088

18 unchanged sentences

Treasury stock—at cost, 2026— 271,944 shares and 2025— 0 shares

( 369 ) ( 30 )

Accumulated other comprehensive loss ( 256 ) ( 235 )

15 unchanged sentences

(in millions, except per share amounts)

Balance as of June 30, 2025 $ 2 $ — $ 1,239 $ 3,924 $ ( 202 ) $ 4,963 $ 2,858 $ 7,821

Net earnings — — — 353 — 353 107 460

Other comprehensive loss — — — — ( 29 ) ( 29 ) — ( 29 )

Purchases of treasury stock — ( 369 ) — — — ( 369 ) — ( 369 )

Stock-based compensation expense — — 13 — — 13 — 13

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 82 ) — ( 82 ) — ( 82 )

Contributions from noncontrolling interests — — — — — — 56 56

Distribution declared to noncontrolling interest — — — — — — ( 175 ) ( 175 )

Balance as of September 30, 2025 $ 2 $ ( 369 ) $ 1,252 $ 4,195 $ ( 231 ) $ 4,849 $ 2,846 $ 7,695

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

Net earnings — — — 615 — 615 61 676

Other comprehensive income — — — — 49 49 — 49

Other comprehensive loss — — — — ( 21 ) ( 21 ) — ( 21 )

Purchases of treasury stock — ( 15 ) — — — ( 15 ) — ( 15 )

Retirement of treasury stock — 683 ( 66 ) ( 617 ) — — — —

Acquisition of treasury stock under employee stock plans — ( 10 ) — — — ( 10 ) — ( 10 )

5 unchanged sentences

Contributions from noncontrolling interests — — — — — — 117 117

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

Balance as of September 30, 2025 $ 2 $ ( 369 ) $ 1,252 $ 4,195 $ ( 231 ) $ 4,849 $ 2,846 $ 7,695

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)

Common Stockholders

Stock Treasury

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Stockholders’ Equity Noncontrolling

Interest Total

(in millions, except per share amounts)

Balance as of June 30, 2024 $ 2 $ ( 15 ) $ 1,345 $ 4,360 $ ( 232 ) $ 5,460 $ 2,642 $ 8,102

Net earnings — — — 276 — 276 65 341

Other comprehensive income — — — — 23 23 — 23

Purchases of treasury stock — ( 481 ) — — — ( 481 ) — ( 481 )

Retirement of treasury stock — 15 ( 1 ) ( 14 ) — — — —

Acquisition of treasury stock under employee stock plans — ( 2 ) — — — ( 2 ) — ( 2 )

Stock-based compensation expense — — 7 — — 7 — 7

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 89 ) — ( 89 ) — ( 89 )

Distribution declared to noncontrolling interest — — — — — — ( 164 ) ( 164 )

Balance as of September 30, 2024 $ 2 $ ( 483 ) $ 1,351 $ 4,533 $ ( 209 ) $ 5,194 $ 2,543 $ 7,737

Distribution declared to noncontrolling interests — — — — — — ( 201 ) ( 201 )

Balance as of March 31, 2026 $ 2 $ ( 25 ) $ 1,209 $ 4,412 $ ( 256 ) $ 5,342 $ 2,914 $ 8,256

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

Net earnings — — — 312 — 312 39 351

Other comprehensive income — — — — 9 9 — 9

Purchases of treasury stock — ( 438 ) — — — ( 438 ) — ( 438 )

6 unchanged sentences

— — — ( 86 ) — ( 86 ) — ( 86 )

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

Balance as of September 30, 2024 $ 2 $ ( 483 ) $ 1,351 $ 4,533 $ ( 209 ) $ 5,194 $ 2,543 $ 7,737

Distribution declared to noncontrolling interests — — — — — — ( 129 ) ( 129 )

Balance as of March 31, 2025 $ 2 $ ( 451 ) $ 1,292 $ 4,208 $ ( 271 ) $ 4,780 $ 2,517 $ 7,297

See accompanying Notes to Unaudited Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 30,

Three months ended

(in millions)

5 unchanged sentences

Stock-based compensation expense 11 10

Unrealized net loss (gain) on natural gas derivatives 1 ( 33 )

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

Unrealized net (gain) loss on natural gas derivatives ( 3 ) 2

Loss on disposal of property, plant and equipment 2 1

Litigation settlement gain ( 170 ) —

Insurance recoveries ( 25 ) —

Loss on sale of Ince facility — 23

10 unchanged sentences

Additions to property, plant and equipment ( 223 ) ( 132 )

Purchase of Waggaman ammonia production facility — 2

Proceeds from sale of property, plant and equipment — 2

Proceeds from sale of Ince facility — 4

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

Purchase of emission credits ( 2 ) —

Proceeds from sale of emission credits 8 47

Net cash used in investing activities ( 225 ) ( 126 )

Financing Activities:

Financing fees ( 1 ) —

Dividends paid on common stock ( 78 ) ( 86 )

Contributions from noncontrolling interests 117 —

Distributions to noncontrolling interest ( 304 ) ( 308 )

Distributions to noncontrolling interests ( 201 ) ( 129 )

Purchases of treasury stock ( 28 ) ( 444 )

12 unchanged sentences

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 ammonia with a lower carbon intensity than that of ammonia produced through traditional processes (“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.

3 unchanged sentences

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

In addition, our low-carbon ammonia 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.

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc.

13 unchanged sentences

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026.

The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that may significantly affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported revenues and expenses for the periods presented.

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, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves, including any related interest and penalties, 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.

New Accounting Standards

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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 and may be applied on a prospective or retrospective basis.

We intend to adopt ASU No.

2023-09 using a retrospective approach beginning with the consolidated financial statements that will be included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

We do not expect the adoption will have a material impact on our income tax disclosures.

The preparation of the unaudited interim consolidated financial statements 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 unaudited interim consolidated financial statements and the reported amounts of revenues and expenses for the periods presented.

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, including any related interest and penalties, 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.

CF INDUSTRIES HOLDINGS, INC.

In November 2024, the FASB issued ASU No.

New Accounting Standard

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

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

6 unchanged sentences

See Note 17—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other.

The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and nine months ended September 30, 2025 and 2024:

The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three months ended March 31, 2026 and 2025:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Three months ended September 30, 2025

North America $ 330 $ 423 $ 406 $ 49 $ 120 $ 1,328

Europe and other 127 — 111 73 20 331

Total revenue $ 457 $ 423 $ 517 $ 122 $ 140 $ 1,659

Three months ended September 30, 2024

North America $ 297 $ 328 $ 313 $ 53 $ 94 $ 1,085

Europe and other 56 60 93 53 23 285

Total revenue $ 353 $ 388 $ 406 $ 106 $ 117 $ 1,370

Nine months ended September 30, 2025

Three months ended March 31, 2026

North America $ 475 $ 590 $ 552 $ 1 $ 106 $ 1,724

1 unchanged sentence

Total revenue $ 627 $ 590 $ 583 $ 58 $ 128 $ 1,986

Nine months ended September 30, 2024

Three months ended March 31, 2025

North America $ 366 $ 439 $ 408 $ 47 $ 113 $ 1,373

1 unchanged sentence

Total revenue $ 520 $ 439 $ 470 $ 101 $ 133 $ 1,663

As of September 30, 2025 and December 31, 2024, we had $ 477 million and $ 118 million, respectively, in customer advances on our consolidated balance sheets.

During the nine months ended September 30, 2025 and 2024, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

As of March 31, 2026 and December 31, 2025, we had $ 132 million and $ 77 million, respectively, in customer advances on our consolidated balance sheets.

During the three months ended March 31, 2026 and 2025, the revenue recognized that was included in our customer advances at the beginning of each respective period amounted to approximately $ 55 million and $ 93 million, respectively.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30.

Our cash incentives do not provide an option to the customer for additional product.

The balances of customer incentives accrued as of September 30, 2025 and December 31, 2024 were not material.

The balances of customer incentives accrued as of March 31, 2026 and December 31, 2025 were not material.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract.

As of September 30, 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.

As of March 31, 2026, 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.

We expect to recognize approximately 17 % of these performance obligations as revenue in the remainder of 2026, approximately 34 % 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 $ 1.2 billion as of September 30, 2025.

Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2025 will be satisfied in 2026.

CF INDUSTRIES HOLDINGS, INC.

Supply Contract Liability

3 unchanged sentences

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 both the three months ended September 30, 2025 and 2024, we amortized $ 8 million of the Supply Contract liability into net sales.

For both the nine months ended September 30, 2025 and 2024, we amortized $ 23 million of the Supply Contract liability into net sales.

As of September 30, 2025 and December 31, 2024, we had $ 701 million and $ 724 million, respectively, in Supply Contract liability on our consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, we amortized approximately $ 8 million and $ 7 million, respectively, of the Supply Contract liability into net sales.

As of March 31, 2026 and December 31, 2025, we had $ 686 million and $ 694 million, respectively, in Supply Contract

CF INDUSTRIES HOLDINGS, INC.

liability on our consolidated balance sheets.

Estimated amortization of the Supply Contract liability for the remainder of 2026 is approximately $ 22 million and for each of the fiscal years 2027 to 2031 is approximately $ 30 million.

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions, except per share amounts)

10 unchanged sentences

In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive.

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024.

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in the three months ended March 31, 2026 and 2025.

Inventories consist of the following:

September 30,

2026 December 31,

3 unchanged sentences

Total inventories $ 371 $ 383

CF INDUSTRIES HOLDINGS, INC.

Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:

September 30,

2026 December 31,

9 unchanged sentences

_______________________________________________________________________________

(1) As of September 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 164 million and $ 101 million, respectively.

As of September 30, 2024 and December 31, 2023, we had property, plant and equipment that was accrued but unpaid of $ 122 million and $ 68 million, respectively.

Depreciation and amortization related to property, plant and equipment was $ 215 million and $ 665 million for the three and nine months ended September 30, 2025, respectively, and $ 229 million and $ 701 million for the three and nine months ended September 30, 2024, respectively.

(1) As of March 31, 2026 and December 31, 2025, we had property, plant and equipment that was accrued but unpaid of $ 138 million and $ 118 million, respectively.

As of March 31, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 87 million and $ 101 million, respectively.

CF INDUSTRIES HOLDINGS, INC.

Depreciation and amortization related to property, plant and equipment was $ 227 million and $ 220 million for the three months ended March 31, 2026 and 2025, respectively.

Plant turnarounds —Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds.

4 unchanged sentences

The following is a summary of capitalized plant turnaround costs:

Nine months ended

September 30,

Three months ended

(in millions)

2 unchanged sentences

Depreciation ( 39 ) ( 37 )

Net capitalized plant turnaround costs as of September 30

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.

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.

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 nine months ended September 30, 2025.

Effect of exchange rate changes and other ( 2 ) ( 3 )

Net capitalized plant turnaround costs as of March 31

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 property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, 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.

The Yazoo City incident is a covered event under our comprehensive insurance coverage for property damage, business interruption and other insurable exposures applicable to our global manufacturing plants and properties.

In the first quarter of 2026, we filed initial insurance claims for both property damage and business interruption related to the Yazoo City incident.

We have subsequently received initial acceptance of our claims from the insurance carriers and are continuing to work with the carriers to determine the total value of the claims.

We expect to receive insurance proceeds over the rebuilding period of the Yazoo City plant.

In the first quarter of 2026, as a result of the $ 25 million asset impairment previously recorded and the insurance carriers’ acceptance of our claims and authorization for the initial payment, we recognized $ 25 million of property damage insurance recoveries.

The $ 25 million of recoveries is included in other operating (income) expense—net in our consolidated statement of operations.

The corresponding insurance receivable is included in other current assets on our consolidated balance sheet as of March 31, 2026.

No business interruption insurance recoveries were recognized during the first quarter of 2026, as such recoveries represent gain contingencies and are recognized when realized.

In April 2026, we received initial proceeds of $ 75 million, inclusive of the $ 25 million of property damage insurance recoveries recognized in the first quarter of 2026.

Sale of Ince Facility

In the first quarter of 2025, our previously decommissioned Ince, U.K.

facility was sold, including certain liabilities assumed by the buyer.

As a result, we recognized a loss of $ 23 million, which was reflected in U.K.

operations restructuring in our consolidated statement of operations for the three months ended March 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

2 unchanged sentences

We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

As of September 30, 2025, the total carrying value of our equity method investment in PLNL was $ 35 million.

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

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

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

In March 2026, NGC and PLNL entered into a new gas sales contract that expires on January 1, 2027.

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 March 31, 2026, the total carrying value of our equity method investment in PLNL was $ 39 million.

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.

Our ammonia purchases from PLNL totaled $ 45 million and $ 100 million for the three and nine months ended September 30, 2025, respectively, and $ 22 million and $ 68 million for the three and nine months ended September 30, 2024, respectively.

Our ammonia purchases from PLNL totaled $ 38 million and $ 34 million for the three months ended March 31, 2026 and 2025, respectively.

Fair Value Measurements

Our cash and cash equivalents and other investments consist of the following:

September 30, 2025

March 31, 2026

Cost Basis Unrealized

24 unchanged sentences

and those guaranteed by entities affiliated with governmental entities.

CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of September 30, 2025 and December 31, 2024 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

September 30, 2025

The following tables present assets and liabilities included in our consolidated balance sheets as of March 31, 2026 and December 31, 2025 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

CF INDUSTRIES HOLDINGS, INC.

March 31, 2026

Value Quoted Prices

17 unchanged sentences

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

As of September 30, 2025 and December 31, 2024, our cash equivalents consisted primarily of U.S.

As of March 31, 2026 and December 31, 2025, our cash equivalents consisted primarily of U.S.

and Canadian government obligations and money market mutual funds that invest in U.S.

6 unchanged sentences

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies.

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 with multi-national commercial banks, other major financial institutions or large energy companies.

The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods.

1 unchanged sentence

To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

The carrying amount and estimated fair value of our financial instruments are as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Amount Fair Value Carrying

3 unchanged sentences

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

CF INDUSTRIES HOLDINGS, INC.

The carrying amounts of cash and cash equivalents, as well as any instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

5 unchanged sentences

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.

For the three months ended September 30, 2025, we recorded an income tax provision of $ 105 million on pre-tax income of $ 565 million, or an effective tax rate of 18.6 %, compared to an income tax provision of $ 59 million on pre-tax income of $ 400 million, or an effective tax rate of 14.8 %, for the three months ended September 30, 2024.

For the three months ended September 30, 2024, our income tax provision included a $ 9 million income tax benefit arising from the finalization of tax return filing positions.

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

Our income tax provision for the nine months ended September 30, 2025 includes $ 21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate for the nine months ended September 30, 2025 by 1.3 percentage points.

For the three months ended March 31, 2026, we recorded an income tax provision of $ 168 million on pre-tax income of $ 844 million, or an effective tax rate of 20.0 %, compared to an income tax provision of $ 86 million on pre-tax income of $ 437 million, or an effective tax rate of 19.8 %, for the three months ended March 31, 2025.

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

Our effective tax rate for the three months ended September 30, 2025 of 18.6 %, which is based on pre-tax income of $ 565 million, including $ 107 million of earnings attributable to the noncontrolling interests, would be 4.3 percentage points higher if based on pre-tax income exclusive of the $ 107 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the three months ended September 30, 2024 of 14.8 %, which is based on pre-tax income of $ 400 million, including $ 65 million of earnings attributable to the noncontrolling interest, would be 2.9 percentage points higher if based on pre-tax income exclusive of the $ 65 million of earnings attributable to the noncontrolling interest.

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

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

CF INDUSTRIES HOLDINGS, INC.

Canada Revenue Agency Competent Authority Matter

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

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

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

As a result, in the third quarter of 2024, we recognized a $ 37 million reduction in interest expense and $ 3 million of interest income in our consolidated statement of operations.

Our effective tax rate for the three months ended March 31, 2026 of 20.0 %, which is based on pre-tax income of $ 844 million, including $ 61 million of earnings attributable to the noncontrolling interests, would be 1.5 percentage points higher if based on pre-tax income exclusive of the $ 61 million of earnings attributable to the noncontrolling interests.

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

Noncurrent income tax-related assets

As of March 31, 2026 and December 31, 2025, other assets on our consolidated balance sheets include income tax-related assets of $ 775 million and $ 654 million, respectively, which primarily relate to transfer pricing matters.

For tax years after 2011, certain of our Canadian subsidiaries were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities in connection with transfer pricing matters.

In connection with these ongoing transfer pricing matters, the Company has income tax-related assets consisting primarily of a long-term receivable for tax refunds, for which the Company has a corollary liability for unrecognized tax benefits, and income tax deposits with Canadian taxing authorities made in 2022 and in the first quarter of 2026.

Financing Agreements

Revolving Credit Agreement

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.

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for revolving credit facility commitments of up to $ 750 million with a maturity of September 4, 2030 and includes 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, the administrative agent and CF Industries.

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

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

dollars, Canadian dollars, euros and British pounds.

Borrowings in U.S.

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

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 an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees.

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

In addition, there were no borrowings outstanding under the Revolving Credit Agreement during the nine months ended September 30, 2025.

There were no borrowings outstanding under the Prior Credit Agreement as of December 31, 2024, or during the nine months ended September 30, 2025 or 2024.

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

As of September 30, 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.

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

As of March 31, 2026, we had unused borrowing capacity under the Revolving Credit Agreement of $ 750 million and no outstanding letters of credit under the Revolving Credit Agreement.

In addition, there were no borrowings outstanding under the Revolving Credit Agreement during the three months ended March 31, 2026, or as of December 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

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

Effective Interest Rate September 30, 2025 December 31, 2024

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

As of March 31, 2026, we were in compliance with all covenants under the Revolving Credit Agreement.

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 March 31, 2026, approximately $ 335 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 March 31, 2026 and December 31, 2025 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate March 31, 2026 December 31, 2025

Principal Outstanding Carrying Amount (1)

4 unchanged sentences

5.293 % $ 750 $ 743 $ 750 $ 743

5.300 % due November 2035

5.444 % 1,000 989 1,000 989

4.950 % due June 2043

2 unchanged sentences

5.478 % 750 741 750 741

Senior Secured Notes:

4.500 % due December 2026 (2)

4.783 % 750 748 750 746

Total long-term debt $ 3,250 $ 3,216 $ 3,250 $ 3,215

1 unchanged sentence

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

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

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

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

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

Total unamortized debt discount was $ 5 million as of both March 31, 2026 and December 31, 2025, and total deferred debt issuance costs were $ 29 million and $ 30 million as of March 31, 2026 and December 31, 2025, respectively.

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

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 redemption prices.

Interest Expense

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions)

Interest on borrowings (1)

$ 37 $ 37 $ 112 $ 112

Fees on financing agreements and other (1)

Interest on tax liabilities 1 —

3 ( 37 ) 3 ( 37 )

Interest capitalized ( 6 ) ( 2 )

2 unchanged sentences

(1) See Note 10—Financing Agreements for additional information.

(2) Includes interest expense on a finance lease at one of our complexes.

(3) See Note 9—Income Taxes for additional information.

CF INDUSTRIES HOLDINGS, INC.

Variable Interest Entity

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

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, for the construction, production and offtake of low-carbon ammonia (the Blue Point joint venture).

(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 has a conditional option to reduce its ownership percentage that expires on December 31, 2025.

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

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

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

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

In 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.

During the first quarter of 2026, we, JERA and Mitsui made capital contributions of $ 78 million, $ 68 million and $ 49 million, respectively, to the Blue Point joint venture.

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 (the “Common Facilities”).

We determined that the Blue Point joint venture is a variable interest entity (VIE) of which we are the primary beneficiary.

1 unchanged sentence

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 interest.

The table below summarizes the assets and liabilities of the Blue Point joint venture included in our consolidated balance sheet as of September 30, 2025:

September 30,

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.

The table below summarizes the assets and liabilities of the Blue Point joint venture included in our consolidated balance sheet as of March 31, 2026 and December 31, 2025:

2026 December 31,

(in millions)

Cash and cash equivalents $ 254 $ 130

Other current assets — 1

Property, plant and equipment—net 410 361

Other assets 3 1

Total assets $ 667 $ 493

2 unchanged sentences

Total liabilities $ 37 $ 53

As of September 30, 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 September 30, 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.

As of March 31, 2026 and 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 March 31, 2026 and 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 September 30, 2025, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

however, as of March 31, 2026, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

CF INDUSTRIES HOLDINGS, INC.

Litigation Settlement Gain

In March 2026, CF Industries Sales, LLC and CF Industries Nitrogen, LLC, both subsidiaries of CF Holdings, signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Limited (Orica) and Nelson Brothers Inc.

and Nelson Brothers LLC.

In connection with the resolution of the litigation pursuant to the settlement, Orica agreed to pay us approximately $ 170 million in cash no later than April 30, 2026, and issued a press release confirming the settlement terms and Orica’s funding source.

The settlement also provided for the termination of the AN purchase agreements entered into in February 2014 between the parties.

Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026.

Accordingly, we recognized a gain of approximately $ 170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the three months ended March 31, 2026.

The corresponding receivable is included in other current assets on our consolidated balance sheet as of March 31, 2026.

On April 30, 2026, we received the cash payment from Orica.

Other Operating (Income) Expense—Net

Details of other operating (income) expense—net are as follows:

Three months ended

(in millions)

Loss on disposal of property, plant and equipment $ 2 $ 1

Loss on foreign currency transactions (1)

45Q Tax Credits (2)

Insurance recoveries—property damage (3)

Blue Point joint venture development costs (4)

Other operating (income) expense—net

$ ( 44 ) $ 14

_____________________________________________________________________

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

(2) Represents income earned for tax credits under Section 45Q of the Internal Revenue Code (45Q Tax Credits), which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

(3) Insurance recoveries relate to property damage incurred in connection with the November 2025 incident at our Yazoo City complex.

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

(4) Represents development costs that are not eligible for capitalization and relate to the construction of the low-carbon ammonia production facility at our Blue Point complex.

(5) Other primarily includes costs related to front-end engineering and design studies for our clean energy initiatives and commissioning costs for the decarbonization project at our Donaldsonville complex with carbon capture and sequestration.

Noncontrolling Interests

9 unchanged sentences

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.

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

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.

CF INDUSTRIES HOLDINGS, INC.

CFN Blue Point Total CFN

5 unchanged sentences

Declaration of distributions payable ( 201 ) — ( 201 ) ( 129 )

Balance as of September 30 $ 2,549 $ 297 $ 2,846 $ 2,543

Distributions payable to noncontrolling interest:

Balance as of March 31 $ 2,506 $ 408 $ 2,914 $ 2,517

Distributions payable to noncontrolling interests:

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

Declaration of distributions payable 201 — 201 129

Distributions to noncontrolling interest ( 304 ) — ( 304 ) ( 308 )

Balance as of September 30 $ — $ — $ — $ —

Distributions to noncontrolling interests ( 201 ) — ( 201 ) ( 129 )

Balance as of March 31 $ — $ — $ — $ —

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.

6 unchanged sentences

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

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

On November 2, 2022, the Board authorized the repurchase of up to $ 3 billion of CF Holdings common stock effective through December 31, 2025 (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 2022 Share Repurchase Program through September 30, 2025.

The following table summarizes the share repurchases under the 2025 Share Repurchase Program through March 31, 2026.

Shares Amounts (1)

1 unchanged sentence

Shares repurchased in 2025:

Shares repurchased in 2024:

First quarter 4.3 347

Second quarter 4.0 305

Third quarter 6.1 476

Fourth quarter 3.4 $ 278

2 unchanged sentences

First quarter 0.2 $ 15

Second quarter 2.8 202

Third quarter 4.3 364

Total shares repurchased in 2025 12.5 1,000

Shares repurchased as of September 30, 2025

Shares repurchased as of March 31, 2026

______________________________________________________________________________

(1) As defined in the 2025 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

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

In the nine months ended September 30, 2025, we retired approximately 8.7 million shares of repurchased stock, and we held 4.3 million shares of treasury stock as of September 30, 2025.

In the nine months ended September 30, 2024, we repurchased approximately 14.4 million shares under the 2022 Share Repurchase Program for $ 1.13 billion, and we retired approximately 8.5 million shares of repurchased stock.

CF INDUSTRIES HOLDINGS, INC.

In the three months ended March 31, 2026, we repurchased approximately 155,000 shares under the 2025 Share Repurchase Program for $ 15 million.

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

In the three months ended March 31, 2025, we retired approximately 0.4 million shares of repurchased stock.

Accumulated Other Comprehensive Loss

3 unchanged sentences

Plans Accumulated

Comprehensive

Income (Loss)

Comprehensive Loss

(in millions)

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

Loss arising during the period — — ( 1 ) ( 1 )

Effect of exchange rate changes and deferred taxes ( 22 ) ( 1 ) 2 ( 21 )

Balance as of September 30, 2025 $ ( 166 ) $ 3 $ ( 68 ) $ ( 231 )

Balance as of March 31, 2026 $ ( 173 ) $ 2 $ ( 85 ) $ ( 256 )

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

Loss arising during the period — — ( 2 ) ( 2 )

Effect of exchange rate changes and deferred taxes 11 — ( 2 ) 9

Balance as of September 30, 2024 $ ( 141 ) $ 3 $ ( 71 ) $ ( 209 )

Balance as of March 31, 2025 $ ( 210 ) $ 3 $ ( 64 ) $ ( 271 )

CF INDUSTRIES HOLDINGS, INC.

5 unchanged sentences

In addition, our CODM uses gross margin by reportable segment to make key operating decisions, such as the determination of capital expenditures and the allocation of operating budgets, to help guide strategic decisions to align with company-wide goals.

Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by the CODM.

Other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating (income) expense—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by the CODM.

The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products.

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three and nine months ended September 30, 2025 and 2024 are presented in the tables below.

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three months ended March 31, 2026 and 2025 are presented in the tables below.

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

99 59 317 200

Unrealized net mark-to-market loss (gain) on natural gas derivatives — — 1 ( 12 )

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

Depreciation and amortization (2)

72 63 187 199

Distribution and storage (3)

37 39 132 118

Other segment items (5)

125 95 360 326

Total cost of sales

349 270 1,038 869

Gross margin $ 227 $ 186

3 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

58 54 236 183

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

Depreciation and amortization (2)

58 72 201 217

Distribution and storage (3)

Other segment items (5)

85 92 274 285

Total cost of sales

210 228 744 711

Gross margin $ 255 $ 173

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

69 54 264 176

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

Depreciation and amortization (2)

60 69 205 206

Distribution and storage (3)

36 33 107 106

Other segment items (5)

110 100 328 287

Total cost of sales

287 272 955 813

Gross margin $ 250 $ 142

2 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

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

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

63 55 182 186

Total cost of sales

91 82 268 262

Gross margin $ ( 11 ) $ 16

2 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market gain on natural gas derivatives — — — ( 2 )

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

43 36 112 107

Total cost of sales

90 74 248 225

Gross margin $ 25 $ 55

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

(in millions)

2 unchanged sentences

Natural gas, including the impact of realized derivatives (1)

248 184 890 611

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 3 ) 2

Depreciation and amortization (2)

217 229 668 700

Distribution and storage (3)

54 57 194 174

83 77 244 237

Other segment items (5)

426 378 1,256 1,191

Total cost of sales

1,027 926 3,253 2,880

Gross margin 746 572

Total other operating costs and expenses 58 82 288 228

Total other operating (income) expense—net (7)

Equity in earnings of operating affiliate 6 4

2 unchanged sentences

(1) Natural gas costs include the impact of realized gains and losses on natural gas derivatives settled during the period.

(2) For the three months ended September 30, 2025 and 2024, depreciation and amortization does not include $ 9 million and $ 8 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For the nine months ended September 30, 2025 and 2024, depreciation and amortization does not include $ 25 million and $ 27 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For both the three months ended September 30, 2025 and 2024, depreciation and amortization does not include $ 8 million of amortization related to the Supply Contract liability, which is recognized in net sales.

For both the nine months ended September 30, 2025 and 2024, depreciation and amortization does not include $ 23 million of amortization related to the Supply Contract liability, which is recognized in net sales.

(2) For the three months ended March 31, 2026 and 2025, depreciation and amortization does not include $ 8 million of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For the three months ended March 31, 2026 and 2025, depreciation and amortization does not include $ 8 million and $ 7 million, respectively, of amortization related to the Supply Contract liability, which is recognized in net sales.

See Note 3—Revenue Recognition for additional information on the Supply Contract liability.

6 unchanged sentences

All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

(7) Total other operating (income) expense—net for the three months ended March 31, 2026 includes a gain of approximately $ 170 million related to a litigation settlement.

See Note 13—Litigation Settlement Gain for additional information.

Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment;

therefore, we do not present total assets by segment.

The following table shows the carrying amount of goodwill by reportable segment as of September 30, 2025 and December 31, 2024:

The following table shows the carrying amount of goodwill by reportable segment as of March 31, 2026 and December 31, 2025:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Goodwill as of September 30, 2025 and December 31, 2024 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492

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

Effect of exchange rate changes ( 1 ) — — — — ( 1 )

Goodwill as of March 31, 2026 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492

CF INDUSTRIES HOLDINGS, INC.

Contingencies

On March 7, 2026, a putative class of direct purchasers of nitrogen (N), phosphorus (P), and potassium (K) fertilizer (NPK Fertilizer) in the United States filed a complaint against certain CF Holdings, Mosaic, Nutrien, Koch, Yara, and Canpotex entities in federal court in the Northern District of Illinois.

The complaint alleges that the defendants conspired to restrain trade in violation of the Sherman Act.

Similar complaints have been filed in other federal district courts on behalf of direct and indirect purchasers.

Certain complaints also name The Fertilizer Institute and the International Fertilizer Association as defendants, and some complaints plead additional claims related to the same or similar facts, including under the Clayton Act, state antitrust statutes, state consumer protection and trade practice statutes, and certain common law claims including, for example, unjust enrichment.

The class periods vary but generally allege that anticompetitive conduct began in 2020 or 2021.

Collectively, the complaints seek treble damages, punitive damages, restitution, injunctive relief, and equitable relief.

Various plaintiffs and defendants have submitted briefing to the Judicial Panel on Multidistrict Litigation (JPML) seeking transfer of all related actions for consolidated pretrial proceedings.

The JPML will hear the parties’ requests on May 28, 2026.

The Company disputes plaintiffs’ allegations in each of these complaints and intends to vigorously defend itself in these actions.

Management cannot predict the eventual scope, duration or outcome of these actions and is unable to estimate the amount or range of potential losses, if any, at this time.

CF INDUSTRIES HOLDINGS, INC.

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

What changed 10-Q

Item 1. Financial Statements