What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 416 added, 493 removed, 457 unchanged (67% of the section changed)

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• Critical Accounting Estimates

• Recent Accounting Pronouncements

• Recent Accounting Pronouncement

• Forward-Looking Statements

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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 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.

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

Our principal assets as of September 30, 2025 include:

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.

Our principal assets as of March 31, 2026 include:

manufacturing facilities located in:

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(CHS) owns the remainder (see Note 15—Noncontrolling Interests for additional information on our strategic venture with CHS);

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• two Canadian manufacturing facilities located in:

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• an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States;

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

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

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

• a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago 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 an ammonia 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 “Our Strategy—Blue Point joint venture,” below, for additional information.

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Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy.

We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes.

These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling production of sustainable aviation fuel, among other purposes.

These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted.

Our strategy also strengthens our existing business.

We execute our strategy across four dimensions:

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

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

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

• collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

Our unique capabilities include:

advantaged production, unmatched distribution and logistics network, operational excellence and disciplined capital stewardship.

Our leadership in ammonia production enables us to drive continued operational excellence in our underlying business while investing in decarbonization technologies to produce low-carbon ammonia.

These investments allow us to pursue demand for low-carbon ammonia and upgraded products for both traditional and new applications.

Traditional applications include agriculture, where low-carbon nitrogen products can be used to reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production.

New growth opportunities include hard-to-abate industries like power generation and marine shipping, for which low-carbon ammonia offers a path to significantly lower carbon footprints as it does not emit carbon when combusted.

Decarbonizing our existing network

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

At our Donaldsonville complex, the dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually that would otherwise have been emitted into the atmosphere.

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

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

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

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

The dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually, depending on gross ammonia production and consumption of CO 2 for upgraded products.

This sequestered CO 2 would otherwise be emitted into the atmosphere.

The project qualifies 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.

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

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

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

Upon receipt of Class VI permits issued by the U.S.

Environmental Protection Agency (EPA) and authorization from the Railroad Commission of Texas, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose).

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

Environmental Protection Agency issued the final Class

In October 2025, the EPA issued the final Class VI permits for Rose.

CF INDUSTRIES HOLDINGS, INC.

VI permits for Rose in October 2025.

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

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

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

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

The Yazoo City CCS project is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

In the fourth quarter of 2025, we completed a nitric acid plant abatement project at our Verdigris complex.

The abatement project is expected to significantly reduce nitrous oxide emissions from the plant, lowering CO 2 equivalent emissions by over 600,000 metric tons on an annual basis.

Blue Point joint venture

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development.

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

CF INDUSTRIES HOLDINGS, INC.

The ammonia production facility is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

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

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

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

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

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.

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

Low-carbon ammonia demand

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

We believe that our decarbonization projects provide us with benefits, including a significant return profile, a differentiated product offering to existing and new customers, and progress toward our long-term emissions reduction goals.

In 2025, we completed our first sales of low-carbon ammonia at a premium to traditional ammonia consumers in Europe and Africa as they began to establish a low-carbon ammonia supply chain.

We expect continued demand growth for low-carbon

CF INDUSTRIES HOLDINGS, INC.

ammonia and upgraded products into Europe as customers seek to reduce the additional costs imposed by the European Union’s regulations, including the carbon border adjustment mechanism in respect of greenhouse gas emissions associated with the production of imported ammonia and upgraded products.

In 2025, our expectation that there is developing demand for low-carbon ammonia for new applications of our products was confirmed through our joint venture partners, JERA and Mitsui.

They have committed low-carbon ammonia volumes from the Blue Point joint venture for power generation and steel production, among other uses, which represent new applications for our products.

In December 2025, both JERA and Mitsui were certified as a Supplier of Low-Carbon Hydrogen and its Derivatives by Japan’s Ministry of Economy, Trade and Industry (METI).

The certifications were granted under the “Support Focusing on the Price Gap” scheme established in accordance with the Hydrogen Society Promotion Act.

In addition, in March 2026, METI granted approval for the certification of the Tomakomai Clean Energy Hub, a collaborative project in which Mitsui is a partner, under the Hub Development Support Program within Japan’s Hydrogen Society Promotion Act, further evidencing developing demand for low‑carbon ammonia.

We continue to engage in discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications as well as for the supply of low-carbon ammonia for new applications.

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

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Market Conditions and Current Developments

Geopolitical Environment

Global selling prices for nitrogen fertilizers are driven by supply and demand dynamics.

Beginning in 2025 and continuing into the first quarter of 2026, global nitrogen fertilizer market conditions reflected a tight supply and demand balance.

In this period, there was strong global demand for all nitrogen products, particularly in North America, India and Brazil.

At the same time, global supply was constrained due in part to supply disruptions in 2025 caused by geopolitical issues, maintenance activity and unexpected production outages in Egypt, Iran and Russia.

Towards the end of the first quarter of 2026, global market conditions were further impacted by the conflict with Iran, which led to additional nitrogen fertilizer global supply constraints and resulting price volatility as trade disruptions in the Middle East continued to unfold.

The Middle East is one of the world’s largest nitrogen producing and exporting regions due to its low-cost natural gas supply.

Nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea annually, and urea is the most widely used nitrogen fertilizer globally.

Safety concerns amid ongoing attacks by Iran and unavailability of war risk insurance coverage on affected vessels brought the flow of vessels to transport fertilizer and other products through the Strait of Hormuz to a halt in March of 2026, which prevented the export of nitrogen fertilizers and resulted in the curtailment or shut down of a significant amount of nitrogen capacity in the region.

This supply disruption impacted the global supply demand balance resulting in higher selling prices for nitrogen products.

Liquefied natural gas (LNG) supply out of the Middle East has also been disrupted by the conflict with Iran.

In particular, Qatar’s LNG exports account for approximately 18% of global LNG trade and its export facilities were taken offline in March.

This disruption in LNG supply out of the Middle East is affecting nitrogen producers reliant on imported LNG, such as nitrogen producers in India, Pakistan, and Bangladesh that have been either temporarily shut down or operating at reduced rates, further constraining global nitrogen supply.

Damage to LNG facilities as a result of the conflict with Iran will require repairs prior to resumption of operations.

Qatar’s government has reported it will take multiple years to return its operations to full capacity.

Furthermore, it is expected that nitrogen producers in the Middle East that have been impacted by the conflict with Iran, including those impacted by lower LNG supply due to damaged LNG facilities, may also require time to resume production at pre-conflict levels.

As a result of all these factors, global nitrogen fertilizer prices have significantly increased since the start of 2026.

We expect that these recent geopolitical events, including the length and extent of the conflict with Iran, viability of shipping through the Strait of Hormuz, and the extent of damage and time to repair energy infrastructure, will impact the future supply demand balance and future selling prices for nitrogen fertilizer products.

The scope and duration of these impacts are currently unknown;

however, we believe that these global nitrogen supply constraints, as described above, will persist in the near-term.

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Government Policies

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

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

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

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

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

In particular, the U.S.

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

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

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

Since January 20, 2025, the Trump administration has imposed, modified and proposed additional tariffs on a range of products from most countries around the world, including global tariffs and tariffs on imports from Canada pursuant to the International Emergency Economic Powers Act (IEEPA).

The Trump administration has negotiated and is negotiating tariff and trade agreements that have resulted in, and will continue to result in, changes to existing tariffs and other trade policies in the United States and globally.

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

tariffs on Canadian imports were not applicable to our Canadian production.

Effective November 13, 2025, the Trump administration exempted most fertilizer products, including urea, UAN and AN, but not ammonia, from IEEPA global tariffs announced on April 5, 2025.

On February 20, 2026, the U.S.

Supreme Court ruled that IEEPA does not authorize the president to impose tariffs, including IEEPA-based global tariffs and tariffs on imports from Canada.

Invoking other legal authority, the Trump administration responded by imposing a 10% tariff on most products imported into the United States on or after February 24, 2026, which may run for up to 150 days absent further congressional extension.

The proclamation imposing the 10% tariff continues the IEEPA tariff exemptions that were applicable to our Canadian production and to most fertilizer products, which are both described above.

The Trump administration subsequently launched multiple trade investigations pursuant to section 301 of the Trade Act of 1974 that are expected to result in the imposition of more durable tariffs against a wide range of countries at tariff rates to be determined by the Trump administration after receiving recommendations from the Office of the U.S.

Trade Representative.

The Supreme Court decision did not modify non-IEEPA tariffs, including tariffs on imports of certain steel and aluminum products and their derivatives which may impact the cost of our capital equipment, including for development and construction at our Blue Point complex.

The Trump administration modified the proclamation order regarding metals tariffs on April 2, 2026 with impact that may increase or decrease tariffs on certain products.

Trade agreements that were recently negotiated between the United States and the European Union (EU) and several other countries may be continued or paused, or further negotiations regarding trade agreements may result in changes to the magnitude, timing or other aspects of tariffs between these countries.

For example, the EU is continuing discussions with the Trump administration on tariff changes that may be imposed following the U.S.

Supreme Court decision as the EU continues to take steps to fully implement the United States-European Union Framework on an Agreement on Reciprocal, Fair, and Balanced Trade, in which the EU committed to eliminate its tariffs on U.S.

imports of nitrogen fertilizer products.

There remains ongoing uncertainty regarding tariff developments.

Proposed or enacted tariffs and changes to U.S.

trading policies may be reinstituted, paused, removed or changed at any time and may also be subject to litigation.

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

exports to trading partners may also be significant and unpredictable.

Any imposed tariffs or the prospect of any retaliatory tariffs on U.S.

exports, changes in U.S.

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

Tax Legislation

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

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

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

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

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

exports to trading partners may also be significant and occur at any time.

Changes in U.S.

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

President Trump signed an Executive Order (EO) on December 6, 2025, on competitive activity in the food supply chain.

The EO directs the Attorney General and the Federal Trade Commission to each establish a Food Supply Chain Security Task Force to investigate price-fixing and anti-competitive practices across the sector, including fertilizer, and take action as necessary, including bringing enforcement actions and proposing new regulatory approaches.

In addition, following the closure of the Strait of Hormuz and the resulting increase in fertilizer selling prices, as discussed above under “—Geopolitical Environment,” the Trump administration and Congress have increased their scrutiny of the fertilizer industry, and the Trump administration has announced intentions to improve fertilizer costs for farmers.

The impact on our business and operations of any actions that the Trump administration or Congress could take to address fertilizer prices is uncertain.

Nitrogen Selling Prices

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Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers.

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

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

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

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

In the first quarter of 2026, the average selling price for our products was $424 per ton, or 28% higher, compared to $332 per ton in the first quarter of 2025.

This resulted in an increase in net sales of approximately $401 million for the first quarter of 2026 compared to the first quarter of 2025.

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

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

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

This resulted in an increase in net sales of approximately $657 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

global demand and global supply constraints that were further impacted by the conflict with Iran.

See “Geopolitical Environment,” above.

Nitrogen Sales Volume

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

Sales volume was 4.7 million tons in the first quarter of 2026 compared to 5.0 million tons in the first quarter of 2025.

Lower sales volume resulted in a decrease in net sales of approximately $78 million.

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

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

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

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

The decrease in sales volume was due primarily to lower sales volumes for our AN segment as a result of the idled Yazoo City plant.

See “Yazoo City Incident,” below, for additional information.

The decrease in sales volume also reflects lower sales volumes for our UAN segment, partially offset by higher sales volumes for our Granular Urea segment due to higher beginning inventory entering 2026 and a production mix that favored granular urea over UAN compared to the first quarter of 2025.

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

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

Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 34% and 28% of our production costs in the first nine months of 2025 and the year ended December 31, 2024, respectively.

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

Natural gas is the largest and most volatile cost component of the manufacturing cost for our nitrogen products, representing approximately 39% and 34%, respectively, of our production costs in the first three months of 2026 and the year ended December 31, 2025.

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

As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.

In the first quarter of 2025, colder-than-normal temperatures increased the demand for heating across North America, driving natural gas prices higher compared to the first quarter of 2024.

Additional demand arose from liquefaction facilities in the United States running near maximum levels through the first quarter of 2025, driven by elevated global price spreads.

In addition, the newly commissioned Plaquemines liquefaction facility in Louisiana increased production, adding approximately 12% to total U.S.

liquefied natural gas export volumes.

Due to the low natural gas price environment throughout 2024, natural gas producers were reluctant to increase supply to match the elevated demand, resulting in higher natural gas prices through the first quarter of 2025.

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

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

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

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

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

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

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

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

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

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

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

2025 2024 2025 v.

Early in the first quarter of 2026, natural gas prices in North America declined as warmer‑than‑normal weather reduced heating demand.

However, prices rose sharply due to extreme weather, supply disruptions, and structurally tighter balances, with the main impact concentrated in late January.

The primary catalyst was a winter storm that delivered prolonged, below‑freezing temperatures from Texas through the Midwest and the Northeast.

Residential and commercial heating demand surged, with total U.S.

gas demand reaching record levels.

Daily prices at the Henry Hub, the most heavily-traded natural gas pricing point in North America, spiked dramatically, with spot prices briefly reaching all‑time highs.

LNG feedgas demand was running near record levels entering the winter storm, limiting system flexibility.

At the same time demand surged, supply fell sharply due to weather‑related production curtailments impacting multiple basins.

The combination of surging demand and falling production triggered unprecedented storage withdrawals.

Following the winter storm, a return to more typical weather eased demand and pulled prices lower for the remainder of the first quarter.

The following table presents the average daily market price of natural gas at the Henry Hub and our cost of natural gas used for production, which includes the impact of realized natural gas derivatives:

Three Months Ended March 31,

2026 2025 2026 v.

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

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

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

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

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

Low-carbon Ammonia Production Section 45Q Tax Credits

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

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

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

Financial Executive Summary

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

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

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

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

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

Diluted net earnings per share attributable to common stockholders increased $0.64 per share, or 41%, to $2.19 per share in the third quarter of 2025 compared to $1.55 per share in the third quarter of 2024, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program.

Diluted weighted-average common shares outstanding were 161.2 million shares for the three months ended September 30, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 178.6 million shares for the three months ended September 30, 2024.

In the first quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 24% to $4.57 per MMBtu from $3.68 per MMBtu in the first quarter of 2025.

This increase in natural gas costs resulted in a decrease in gross margin of $76 million compared to the first quarter of 2025.

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.

Lower sales volumes for our AN segment in the three months ended March 31, 2026, were due primarily to the idled Yazoo City plant.

Management is determining the required equipment and installation timeline to rebuild and does not expect production to resume until late in the fourth quarter of 2026 at the earliest based on time required for fabrication and delivery of certain required equipment.

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.

See “Items Affecting Comparability of Results—Insurance recoveries—property damage,” below, for additional information.

CF INDUSTRIES HOLDINGS, INC.

Financial Executive Summary

We reported net earnings attributable to common stockholders of $615 million for the three months ended March 31, 2026 compared to $312 million for the three months ended March 31, 2025, an increase in net earnings of $303 million, or 97%.

The increase in net earnings for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due primarily to an increase in gross margin of $174 million, a litigation settlement gain of approximately $170 million, insurance recoveries of $25 million and $24 million of 45Q Tax Credits earned in the three months ended March 31, 2026.

The litigation settlement gain and insurance recoveries are discussed further below in “Items Affecting Comparability of Results.” These factors that increased net earnings attributable to common stockholders were partially offset by a higher income tax provision in the first quarter of 2026 compared to the first quarter of 2025.

Gross margin increased by $174 million, or 30%, to $746 million for the three months ended March 31, 2026 compared to $572 million for the three months ended March 31, 2025.

The increase in gross margin was due primarily to a 28% increase in average selling prices to $424 per ton in the first quarter of 2026 from $332 per ton in the first quarter of 2025, as discussed above in “Nitrogen Selling Prices,” which increased gross margin by $401 million.

The increase in gross margin due to higher average selling prices was partially offset by higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $76 million, and lower sales volume, which decreased gross margin by $34 million.

Diluted net earnings per share attributable to common stockholders increased $2.13 per share, or 115%, to $3.98 per share in the first quarter of 2026 compared to $1.85 per share in the first quarter of 2025, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase programs.

Diluted weighted-average common shares outstanding were 154.5 million shares for the three months ended March 31, 2026, a decrease of 8% compared to diluted weighted-average common shares outstanding of 168.8 million shares for the three months ended March 31, 2025.

Items Affecting Comparability of Results

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

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

In addition to the impact of market conditions and current developments, including the 45Q tax credit income, discussed above, certain items affected the comparability of our financial results for the three and nine months ended September 30, 2025 and 2024.

For the three months ended March 31, 2026 and 2025, we reported net earnings attributable to common stockholders of $615 million and $312 million, respectively.

In addition to the impact of market conditions and current developments, discussed above, certain items affected the comparability of our financial results for the three months ended March 31, 2026 and 2025.

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

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

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

2025 2024 2025 2024

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

Three Months Ended March 31,

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

(in millions)

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$ (3) $ (2) $ 2 $ 1

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

Loss on foreign currency transactions (2)(3)

Litigation settlement gain (170) (129) — —

Insurance recoveries—property damage (2)

(25) (19) — —

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

45Q Tax Credits (2)

(24) (24) — —

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

Loss on sale of Ince facility (4)

______________________________________________________________________________

Integration costs — — — — — — 4 3

Canada Revenue Agency Competent Authority Matter:

Interest expense (income)—net (5)

— — (40) (39) — — (40) (39)

______________________________________________________________________________

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

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

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

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

2 unchanged sentences

operations restructuring in our consolidated statement of operations.

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

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

1 unchanged sentence

At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments.

CF INDUSTRIES HOLDINGS, INC.

The derivatives that we use for this purpose are primarily natural gas fixed price swaps, basis swaps and options.

1 unchanged sentence

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

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

In the nine months ended September 30, 2025, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $1 million compared to a gain of $33 million in the nine months ended September 30, 2024.

(Gain) loss on foreign currency transactions

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

In the nine months ended September 30, 2025, we recognized a gain on foreign currency transactions of $5 million compared to a loss of $2 million in the nine months ended September 30, 2024.

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

Blue Point joint venture construction costs

In the three and nine months ended September 30, 2025, the Blue Point joint venture incurred costs that were not eligible for capitalization of approximately $2 million and $4 million, respectively, related to the construction of the low-carbon ammonia production facility at our Blue Point complex.

In the three months ended March 31, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $3 million compared to a loss of $2 million in the three months ended March 31, 2025.

Loss on foreign currency transactions

In the three months ended March 31, 2026, we recognized a loss on foreign currency transactions of $3 million compared to a loss of $2 million in the three months ended March 31, 2025.

Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

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.

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

Insurance recoveries — property damage

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.

In the first quarter of 2026, we recognized $25 million of insurance recoveries related to property damage incurred in connection with the Yazoo City incident.

The recoveries are included in other operating (income) expense—net in our consolidated statement of operations.

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

45Q Tax Credits

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

As a result, in the first quarter of 2026, we earned approximately $24 million of 45Q Tax Credits, which is recorded in other operating income (expense)—net in our consolidated statement of operations for the three months ended March 31, 2026.

Blue Point joint venture development costs

In the three months ended March 31, 2026, the Blue Point joint venture incurred development costs that were not eligible for capitalization of approximately $2 million related to the construction of the low-carbon ammonia production facility at our Blue Point complex.

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

CF INDUSTRIES HOLDINGS, INC.

Loss on sale of Ince facility

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.

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

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

operations restructuring in our consolidated statement of operations for the nine months ended September 30, 2025.

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

Integration costs

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

We did not incur integration costs in 2025.

Canada Revenue Agency Competent Authority Matter

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

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

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

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

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.

Consolidated Results of Operations

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

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

2025 2024 2025 v.

The following table presents our consolidated results of operations and certain supplemental data for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

2026 2025 2026 v.

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Selling, general and administrative expenses 103 84 19 23 %

operations restructuring — — — — % 23 — 23 N/M

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

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

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

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

operations restructuring — 23 (23) (100) %

Litigation settlement gain (170) — (170) N/M

Other operating (income) expense—net (44) 14 (58) N/M

Total other operating (income) expense—net (111) 121 (232) N/M

Equity in earnings of operating affiliate 6 4 2 50 %

Operating earnings 863 455 408 90 %

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

Interest expense 39 37 2 5 %

Interest income (20) (17) (3) (18) %

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

Other non-operating expense (income)—net — (2) 2 100 %

Earnings before income taxes 844 437 407 93 %

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$ 4.95 $ 3.69 $ 1.26 34 %

Realized derivatives loss (gain) in COS (2)

Realized derivatives gain in COS (2)

(0.38) (0.01) (0.37) N/M

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Average daily market price of natural gas at the Henry Hub $ 4.90 $ 4.28 $ 0.62 14 %

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

Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (3) $ 2 $ (5) N/M

Depreciation and amortization $ 228 $ 221 $ 7 3 %

10 unchanged sentences

N/M—Not Meaningful

CF INDUSTRIES HOLDINGS, INC.

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

3 unchanged sentences

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

Third Quarter of 2025 Compared to Third Quarter of 2024

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

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

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

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

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

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

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

Cost of Sales

Our total cost of sales increased $101 million, or 11%, to $1.03 billion in the third quarter of 2025 from $926 million in the third quarter of 2024.

The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $73 million and higher costs in the third quarter of 2025 associated with maintenance activity, partially offset by a decrease in sales volume.

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

Our cost of natural gas, including the impact of realized derivatives, increased $0.86 per MMBtu, or 41%, to $2.96 per MMBtu in the third quarter of 2025 from $2.10 per MMBtu in the third quarter of 2024.

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

Selling, General and Administrative Expenses

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

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

Other Operating—Net

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

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

The $4 million of expense in the third quarter of 2024 consists primarily of costs related to FEED studies for our clean energy initiatives.

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

Equity in Earnings of Operating Affiliate

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

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

CF INDUSTRIES HOLDINGS, INC.

Interest Expense

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

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

Interest Income

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

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

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

Income Tax Provision

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

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

statutory rate of 21%.

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

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

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

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $42 million to $107 million in the third quarter of 2025 compared to $65 million in the third quarter of 2024 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs.

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

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

Diluted Net Earnings Per Share Attributable to Common Stockholders

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

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

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

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

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

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

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

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

First Quarter of 2026 Compared to First Quarter of 2025

Our total net sales increased $323 million, or 19%, to $1.99 billion in the first quarter of 2026 compared to $1.66 billion in the first quarter of 2025, due primarily to higher average selling prices, partially offset by lower sales volume.

Our average selling price was $424 per ton in the first quarter of 2026 compared to $332 per ton in the first quarter of 2025.

Average selling prices for all of our major products were higher in the first quarter of 2026 than in the first quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran.

See “Market Conditions and Current Developments—Geopolitical Environment,” above.

The impact of higher average selling prices was an increase in net sales of approximately $401 million for the first quarter of 2026 compared to the first quarter of 2025.

Our total sales volume was 4.7 million product tons in the first quarter of 2026 compared to 5.0 million product tons in the first quarter of 2025, as lower sales volume in our UAN, AN, Ammonia and Other segments was partially offset by higher sales volume in our Granular Urea segment.

The impact of lower sales volume was a decrease in net sales of approximately $78 million.

Cost of Sales

Our total cost of sales increased $373 million, or 13%, to $3.25 billion in the first nine months of 2025 from $2.88 billion in the first nine months of 2024.

The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $249 million, and an increase in sales volume, which increased cost of sales by $43 million.

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

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

Our cost of natural gas, including the impact of realized derivatives, increased $0.96 per MMBtu, or 40%, to $3.34 per MMBtu in the first nine months of 2025 from $2.38 per MMBtu in the first nine months of 2024.

Our total cost of sales increased $149 million, or 14%, to $1.24 billion in the first quarter of 2026 from $1.09 billion in the first quarter of 2025.

The increase in our cost of sales primarily reflects higher costs in the first quarter of 2026 associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $76 million, partially offset by a decrease in sales volume, which decreased cost of sales by $45 million.

Cost of sales averaged $265 per ton in the first quarter of 2026, a 22% increase compared to $218 per ton in the first quarter of 2025.

Our cost of natural gas, including the impact of realized derivatives, increased $0.89 per MMBtu, or 24%, to $4.57 per MMBtu in the first quarter of 2026 from $3.68 per MMBtu in the first quarter of 2025.

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

Selling, General and Administrative Expenses

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

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

Selling, general and administrative expenses increased $19 million to $103 million in the first quarter of 2026 compared to $84 million in the first quarter of 2025.

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

Operations Restructuring

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.

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

In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million.

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

Integration Costs

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

We did not incur integration costs in 2025.

Other Operating—Net

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

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

The $18 million of income in the nine months ended September 30, 2024 consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives.

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 for the three months ended March 31, 2025.

Litigation Settlement Gain

During the first quarter of 2026, we recognized a gain of approximately $170 million as a result of litigation settled during the period.

See “Items Affecting Comparability of Results—Litigation settlement gain,” above, for additional information.

Other Operating (Income) Expense—Net

Other operating (income) expense—net was $44 million of income in the first quarter of 2026 compared to $14 million of expense in the first quarter of 2025.

The $44 million of income in the first quarter of 2026 consists primarily of $25 million of insurance recoveries related to the Yazoo City incident and $24 million of 45Q Tax Credits earned as a result of CO 2 sequestered.

The $14 million of expense in the first quarter of 2025 consists primarily of costs related to front-end engineering and design studies for our clean energy initiatives.

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

Equity in Earnings of Operating Affiliate

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

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

Equity in earnings of operating affiliate was $6 million in the first quarter of 2026 compared to $4 million in the first quarter of 2025.

Higher equity in earnings of operating affiliate in the first quarter of 2026 compared to the first quarter of 2025

CF INDUSTRIES HOLDINGS, INC.

reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Interest Expense

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

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

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

Interest expense was $39 million in the first quarter of 2026 compared to $37 million in the first quarter of 2025.

The increase in interest expense was due primarily to higher outstanding principal amounts of senior notes outstanding compared to the first quarter of 2025, partially offset by higher capitalized interest.

Higher outstanding principal amounts of senior notes outstanding reflects the November 2025 issuance of $1 billion aggregate principal amount of 5.300% senior notes due 2035 partially offset by the December 2025 prepayment in full of the outstanding $750 million aggregate principal amount of 4.500% senior secured notes due 2026.

See “Liquidity and Capital Resources—Debt—Senior Notes,” below, for additional information on our senior notes.

Interest Income

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

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

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

Interest income was $20 million in the first quarter of 2026 compared to $17 million in the first quarter of 2025.

The increase of $3 million was due primarily to returns on higher average cash balances.

Income Tax Provision

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

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

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

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

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 noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to noncontrolling interests.

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 noncontrolling interests, would be 1.5 percentage points higher, or 21.5%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $61 million.

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 noncontrolling interests, would be 1.9 percentage points higher, or 21.7%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $39 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $57 million to $252 million in the first nine months of 2025 compared to $195 million in the first nine months of 2024 due primarily to higher earnings of CFN driven by higher average selling prices and the impact of higher sales volume, partially offset by higher natural gas costs.

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

Net earnings attributable to noncontrolling interests increased $22 million to $61 million in the three months ended March 31, 2026 compared to $39 million in the three months ended March 31, 2025 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs and higher costs associated with maintenance activity.

The increase in net earnings attributable to higher earnings of CFN was partially offset by the loss attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025.

See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information on the Blue Point joint venture.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $1.53, or 31%, to $6.39 per share in the first nine months of 2025 from $4.86 per share in the first nine months of 2024.

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

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

Diluted net earnings per share attributable to common stockholders increased $2.13, or 115%, to $3.98 per share in the first three months of 2026 from $1.85 per share in the first three months of 2025.

Diluted weighted-average common shares outstanding declined 8% from 168.8 million shares for the three months ended March 31, 2025 to 154.5 million shares for the three months ended March 31, 2026.

CF INDUSTRIES HOLDINGS, INC.

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Our management uses gross margin to evaluate segment performance and allocate resources.

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 management.

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 management.

The following table presents summary operating results by business segment:

1 unchanged sentence

(dollars in millions)

Three months ended September 30, 2025

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

Cost of sales 349 210 287 91 90 1,027

Gross margin $ 108 $ 213 $ 230 $ 31 $ 50 $ 632

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

Three months ended September 30, 2024

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

Cost of sales 270 228 272 82 74 926

Gross margin $ 83 $ 160 $ 134 $ 24 $ 43 $ 444

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

Nine months ended September 30, 2025

Three months ended March 31, 2026

Net sales $ 627 $ 590 $ 583 $ 58 $ 128 $ 1,986

2 unchanged sentences

Gross margin percentage 36.2 % 43.2 % 42.9 % (19.0) % 19.5 % 37.6 %

Nine months ended September 30, 2024

Three months ended March 31, 2025

Net sales $ 520 $ 439 $ 470 $ 101 $ 133 $ 1,663

10 unchanged sentences

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

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

2025 2024 2025 v.

Three Months Ended March 31,

2026 2025 2026 v.

14 unchanged sentences

Depreciation and amortization $ 61 $ 48 $ 13 27 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ — $ — $ — — % $ 1 $ (12) $ 13 N/M

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

_______________________________________________________________________________

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

Third Quarter of 2025 Compared to Third Quarter of 2024

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

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

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

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

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

First Quarter of 2026 Compared to First Quarter of 2025

Net sales in our Ammonia segment increased by $107 million, or 21%, to $627 million in the three months ended March 31, 2026 from $520 million in the three months ended March 31, 2025.

The increase in our net sales reflects a 25% increase in average selling prices, partially offset by a 4% decrease in sales volume.

Average selling prices increased to $568 per ton in the three months ended March 31, 2026 compared to $454 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran.

See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Ammonia sales volume in the three months ended March 31, 2026 was 1.10 million tons, a decrease of 4% compared to 1.15 million tons in the three months ended March 31, 2025.

The decrease in sales volume was driven by lower supply availability as a result of lower beginning inventory entering 2026 compared to inventory levels entering 2025.

Cost of Sales.

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

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

Cost of sales in our Ammonia segment averaged $362 per ton in the three months ended March 31, 2026, a 24% increase from $292 per ton in the three months ended March 31, 2025.

The increase was due primarily to higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, and higher realized natural gas costs, including the impact of realized derivatives, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Gross Margin .

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

The increase in gross margin was due primarily to a 12% increase in average selling prices, which increased gross margin by $62 million and a 15% increase in sales volume, which increased gross margin by $20 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $33 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $24 million.

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

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

The increase in our net sales

Gross margin in our Ammonia segment increased by $41 million, or 22%, to $227 million in the three months ended March 31, 2026 from $186 million in the three months ended March 31, 2025, and our gross margin percentage was 36.2% in the three months ended March 31, 2026 compared to 35.8% in the three months ended March 31, 2025 .

The increase in gross margin was due primarily to a 25% increase in average selling prices, which increased gross margin by $139 million.

The increase in gross margin due to higher average selling prices was partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $52 million, an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $32 million, and a 4% decrease in sales volume, which decreased gross margin by $16 million.

Gross margin also includes the impact of a $1 million unrealized net

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

Cost of Sales.

Cost of sales in our Ammonia segment averaged $313 per ton in the nine months ended September 30, 2025, a 3% increase from $305 per ton in the nine months ended September 30, 2024.

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

Gross Margin .

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

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

These factors that increased gross margin were partially offset by the impact of an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $83 million.

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

mark-to-market gain on natural gas derivatives in the three months ended March 31, 2026 compared to a loss of $1 million in the three months ended March 31, 2025.

Granular Urea Segment

3 unchanged sentences

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

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

2025 2024 2025 v.

Three Months Ended March 31,

2026 2025 2026 v.

14 unchanged sentences

Depreciation and amortization $ 76 $ 71 $ 5 7 %

Unrealized net mark-to-market gain on natural gas derivatives $ — $ — $ — — % $ — $ (9) $ 9 100 %

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

_______________________________________________________________________________

N/M—Not Meaningful

(1) Granular urea represents 46% nitrogen content.

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

CF INDUSTRIES HOLDINGS, INC.

Third Quarter of 2025 Compared to Third Quarter of 2024

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

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

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

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

Cost of Sales.

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

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

Gross Margin .

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

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

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

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

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

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

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

First Quarter of 2026 Compared to First Quarter of 2025

Net sales in our Granular Urea segment increased $151 million, or 34%, to $590 million in the three months ended March 31, 2026 from $439 million in the three months ended March 31, 2025.

The increase in our net sales reflects a 17% increase in average selling prices, and a 15% increase in sales volume.

Average selling prices increased to $457 per ton in the three months ended March 31, 2026 compared to $390 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran.

See “Market Conditions and Current Developments—Geopolitical Environment,” above.

The increase in sales volume was due primarily to increased supply availability resulting from (i) higher beginning inventory entering 2026 compared to the prior year period and (ii) a production mix that favored granular urea production in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Cost of Sales.

Cost of sales in our Granular Urea segment averaged $229 per ton in the nine months ended September 30, 2025, a 13% increase from $202 per ton in the nine months ended September 30, 2024.

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

Cost of sales in our Granular Urea segment averaged $259 per ton in the three months ended March 31, 2026, a 10% increase from $236 per ton in the three months ended March 31, 2025.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Gross Margin .

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

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

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

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

Gross margin in our Granular Urea segment increased by $82 million, or 47%, to $255 million in the three months ended March 31, 2026 from $173 million in the three months ended March 31, 2025, and our gross margin percentage was 43.2% in the three months ended March 31, 2026 compared to 39.4% in the three months ended March 31, 2025 .

The increase in gross margin was due primarily to a 17% increase in average selling prices, which increased gross margin by $85 million, and a 15% increase in sales volume, which increased gross margin by $27 million .

This increase in gross margin was partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $21 million , and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $10 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2026.

CF INDUSTRIES HOLDINGS, INC.

3 unchanged sentences

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

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

2025 2024 2025 v.

Three Months Ended March 31,

2026 2025 2026 v.

19 unchanged sentences

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

Third Quarter of 2025 Compared to Third Quarter of 2024

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

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

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

First Quarter of 2026 Compared to First Quarter of 2025

Net sales in our UAN segment increased $113 million, or 24%, to $583 million in the three months ended March 31, 2026 from $470 million in the three months ended March 31, 2025 due primarily to a 39% increase in average selling prices, partially offset by an 11% decrease in sales volume.

Average selling prices increased to $349 per ton in the three months ended March 31, 2026 compared to $251 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints, including the impacts of geopolitical events.

See “Market Conditions and Current Developments—Geopolitical Environment,” above.

The decrease in sales volume was due primarily to a production mix that favored granular urea production in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Cost of Sales.

Cost of sales in our UAN segment averaged $184 per ton in the third quarter of 2025, a 21% increase from $152 per ton in third quarter of 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the third quarter of 2025 compared to the third quarter of 2024.

Cost of sales in our UAN segment averaged $199 per ton in the three months ended March 31, 2026, a 14% increase from $175 per ton in three months ended March 31, 2025, due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Gross Margin .

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

Gross margin in our UAN segment increased by $108 million, or 76%, to $250 million in the three months ended March 31, 2026 from $142 million in the three months ended March 31, 2025, and our gross margin percentage was 42.9% in the three months ended March 31, 2026 compared to 30.2% in the three months ended March 31, 2025.

The increase in gross margin was due primarily to a 39% increase in average selling prices, which increased gross margin by $161 million.

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

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

The increase in gross margin due to higher average selling prices was partially offset by an 11% decrease in sales volume, which decreased gross margin by $20 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $19 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $16 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2026 compared to a loss of $1 million in the three months ended March 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

Cost of Sales.

Cost of sales in our UAN segment averaged $179 per ton in the nine months ended September 30, 2025, a 14% increase from $157 per ton in the nine months ended September 30, 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

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

The increase in gross margin was due primarily to an 18% increase in average selling prices, which increased gross margin by $228 million, and a 4% increase in sales volume, which increased gross margin by $35 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $80 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $25 million.

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

Our AN segment produces ammonium nitrate (AN).

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

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

2025 2024 2025 v.

Three Months Ended March 31,

2026 2025 2026 v.

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Cost of sales 69 85 (16) (19) %

Gross margin $ 31 $ 24 $ 7 29 % $ 72 $ 56 $ 16 29 %

Gross margin $ (11) $ 16 $ (27) N/M

Gross margin percentage (19.0) % 15.8 % (34.8) %

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$ 1,289 $ 894 $ 395 44 %

Gross margin per product ton $ 81 $ 64 $ 17 27 % $ 66 $ 51 $ 15 29 %

Gross margin per product ton $ (85) $ 49 $ (134) N/M

Gross margin per nutrient ton (1)

$ 233 $ 186 $ 47 25 % $ 191 $ 148 $ 43 29 %

$ (244) $ 142 $ (386) N/M

Depreciation and amortization $ 3 $ 8 $ (5) (63) %

Unrealized net mark-to-market gain on natural gas derivatives $ — $ — $ — — % $ — $ (1) $ 1 100 %

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

_______________________________________________________________________________

N/M—Not Meaningful

(1) AN represents between 29% and 35% of nitrogen content.

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

CF INDUSTRIES HOLDINGS, INC.

Third Quarter of 2025 Compared to Third Quarter of 2024

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

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

Cost of Sales.

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

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

Gross Margin .

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

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

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

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

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

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

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

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.

See “Market Conditions and Current Developments—Yazoo City Incident,” above, for additional information.

The Yazoo City incident does not impact AN production at our Billingham complex.

First Quarter of 2026 Compared to First Quarter of 2025

Net sales in our AN segment decreased $43 million, or 43%, to $58 million in the three months ended March 31, 2026 from $101 million in the three months ended March 31, 2025 due to a 60% decrease in sales volume, partially offset by a 45% increase in average selling prices.

Average selling prices increased to $446 per ton in the three months ended March 31, 2026 compared to $308 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints, including the impacts of geopolitical events.

See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Higher average selling prices also reflect a higher proportion of AN sales in the United Kingdom compared to the first quarter of 2025.

The decrease in sales volume was due primarily to lower supply availability due to lower production in the first quarter of 2026 as a result of the idled Yazoo City plant described above.

Cost of Sales.

Cost of sales in our AN segment averaged $246 per ton in the nine months ended September 30, 2025, a 4% increase from $236 per ton in the nine months ended September 30, 2024.

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

Cost of sales in our AN segment averaged $531 per ton in the three months ended March 31, 2026, a 105% increase from $259 per ton in the three months ended March 31, 2025.

The increase was due primarily to (i) higher costs associated with maintenance activity, including certain unabsorbed fixed costs resulting from our idled Yazoo City plant, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, and (ii) a higher proportion of AN sales in the United Kingdom compared to the first quarter of 2025, which include higher costs per ton due to purchasing ammonia for upgrade to AN compared to the cost of natural gas used to produce ammonia.

Gross Margin .

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

The increase in gross margin was due primarily to a 9% increase in average selling prices, which increased gross margin by $26 million, and favorable product mix, which increased gross margin by $4 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $10 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $3 million.

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

Gross margin in our AN segment decreased $27 million to $(11) million in the three months ended March 31, 2026 from $16 million in the three months ended March 31, 2025, and our gross margin percentage was (19.0)% in

CF INDUSTRIES HOLDINGS, INC.

the three months ended March 31, 2026 compared to 15.8% in the three months ended March 31, 2025.

The decrease in gross margin was due primarily to a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $19 million, and a 60% decrease in sales volume, which decreased gross margin by $18 million.

The decrease in gross margin was partially offset by a 45% increase in average selling prices, which increased gross margin by $10 million.

Other Segment

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

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

2025 2024 2025 v.

Three Months Ended March 31,

2026 2025 2026 v.

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Depreciation and amortization $ 16 $ 13 $ 3 23 %

Unrealized net mark-to-market gain on natural gas derivatives $ — $ — $ — — % $ — $ (2) $ 2 100 %

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

_______________________________________________________________________________

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

Third Quarter of 2025 Compared to Third Quarter of 2024

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

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

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

First Quarter of 2026 Compared to First Quarter of 2025

Net sales in our Other segment decreased by $5 million, or 4%, to $128 million in the three months ended March 31, 2026 from $133 million in the three months ended March 31, 2025 due to an 8% decrease in sales volume, partially offset by a 4% increase in average selling prices.

The decrease in sales volume was due primarily to lower DEF sales volume due in part to the ongoing outage at our Yazoo City complex.

See “AN Segment—Yazoo City Incident,” above, for additional information.

Average selling prices increased by 4% due primarily to a tighter global nitrogen supply and demand balance and the impacts of geopolitical events.

See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Cost of Sales.

Cost of sales in our Other segment averaged $172 per ton in the third quarter of 2025, a 15% increase from $149 per ton in the third quarter of 2024, due primarily to higher costs associated with maintenance activity, and higher realized natural gas costs, including the impact of realized derivatives, in the third quarter of 2025 compared to the third quarter of 2024.

Cost of sales in our Other segment averaged $211 per ton in the three months ended March 31, 2026, a 44% increase from $147 per ton in the three months ended March 31, 2025, due primarily to higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

See “AN Segment—Yazoo City Incident,” above, for additional information.

Gross Margin .

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

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

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

Gross margin in our Other segment decreased by $30 million, or 55%, to $25 million in the three months ended March 31, 2026 from $55 million in the three months ended March 31, 2025, and our gross margin percentage was 19.5% in the three months ended March 31, 2026 compared to 41.4% in the three months ended March 31, 2025.

The decrease in gross margin was due primarily to a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $25 million, an 8% decrease in sales volume, which decreased gross margin by $7 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $4 million.

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

Cost of Sales.

Cost of sales in our Other segment averaged $163 per ton in the nine months ended September 30, 2025, a 13% increase from $144 per ton in the nine months ended September 30, 2024, due primarily to the impact of higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Gross Margin .

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

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

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

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

factors that decreased gross margin were partially offset by a 4% increase in average selling prices, which increased gross margin by $6 million.

Liquidity and Capital Resources

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

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

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

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

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

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

September 30, 2025 December 31, 2024

At March 31, 2026, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

As of March 31, 2026, our cash and cash equivalents balance was $2.04 billion, an increase of $60 million from $1.98 billion at December 31, 2025, and consisted of the following:

March 31, 2026 December 31, 2025

(in millions)

Cash and cash equivalents, excluding amounts related to Blue Point Number One, LLC $ 1,788 $ 1,852

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

Cash and cash equivalents—Blue Point Number One, LLC 254 130

Total cash and cash equivalents $ 2,042 $ 1,982

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

CF INDUSTRIES HOLDINGS, INC.

federal governments;

and Canadian federal governments;

those issued by state, local or other governmental entities;

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Blue Point Joint Venture

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

On April 8, 2025, we formed the Blue Point joint venture with JERA and Mitsui 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.

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

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

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

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

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

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

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

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

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 plan to invest approximately $550 million to build the Common Facilities at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading.

The Common Facilities will be constructed with a similar timeline as the ammonia production facility noted above.

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

Capital expenditures totaled $223 million in the first three months of 2026 compared to $132 million in the first three months of 2025.

March 31, 2026 March 31,

(in millions)

Existing operations $ 132 $ 130

Blue Point joint venture (1)

Blue Point complex Common Facilities 20 —

Capitalized interest 6 2

Total capital expenditures $ 223 $ 132

_______________________________________________________________________________

(1) Amounts represent 100% of the Blue Point joint venture capital spending, of which 60% is funded by our joint venture partners through capital contributions to the joint venture.

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

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

We currently anticipate that our consolidated capital expenditures for the full year 2025 to be approximately $925 million, consisting of approximately $575 million for our existing operations and approximately $350 million representing the Blue Point joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex.

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

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

CF INDUSTRIES HOLDINGS, INC.

We currently anticipate that our consolidated capital expenditures for the full year 2026 to be approximately $1.3 billion, consisting of approximately $550 million for our existing operations and approximately $600 million representing the Blue Point joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex.

Also, we anticipate our 2026 capital spending will include approximately $150 million related to our construction of the Common Facilities at the Blue Point complex.

Of the Blue Point joint venture’s $600 million of planned 2026 capital expenditures, approximately $240 million will be funded by us, representing our 40% equity interest in the Blue Point joint venture, and approximately $360 million will be funded by our partners in the joint venture, representing their combined 60% equity interest in the Blue Point joint venture.

For 2026, we anticipate that our capital expenditures will be funded primarily from available cash, including cash from operations, in addition to contributions received from our Blue Point joint venture partners pursuant to periodic capital calls as discussed under “Blue Point Joint Venture,” above.

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

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

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.

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.

CF INDUSTRIES HOLDINGS, INC.

Our projected consolidated capital expenditures for the full year 2026 related to our existing operations of $550 million, as noted under Capital Spending, above, does not include an estimate of the capital expenditures for the rebuild of the Yazoo City plant, which we anticipate will commence in the second quarter of 2026.

We expect a significant portion of these capital expenditures will be offset by property insurance proceeds.

In April 2026, we received initial proceeds of $75 million.

Share Repurchase Programs

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

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

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.

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)

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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

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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, 2024, we repurchased approximately 14.4 million shares under the 2022 Share Repurchase Program for $1.13 billion.

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.

Canada Revenue Agency Competent Authority Matter

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

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

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

CF INDUSTRIES HOLDINGS, INC.

interest of $2 million.

In addition, interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on current estimates and foreign currency exchange rates as of September 30, 2025.

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

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

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 order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, we made income tax deposits to the Canadian taxing authorities of CAD $130 million (approximately $95 million) during the first quarter of 2026.

The income tax deposits were recorded as noncurrent income tax-related assets and will be applied against the final assessments upon resolution by the competent authorities.

For the amounts ultimately owed and paid to the Canadian taxing authorities, the Company will seek refunds of related taxes paid in the United States.

Revolving 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 facility (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

CF INDUSTRIES HOLDINGS, INC.

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.

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

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

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

inaccuracy of representations and warranties in any material respect;

and failure to comply with specified covenants.

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

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

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

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

Letters of Credit Under Bilateral Agreement

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

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

CF INDUSTRIES HOLDINGS, INC.

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

Effective Interest Rate September 30, 2025 December 31, 2024

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.

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)

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5.150% due March 2034 5.293% $ 750 $ 743 $ 750 $ 743

5.300% due November 2035 5.444% 1,000 989 1,000 989

4.950% due June 2043 5.040% 750 743 750 742

5.375% due March 2044 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

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

Total unamortized debt discount was $5 million and $6 million as of 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, 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.

Pursuant to Rule 3-10 of Regulation S-X and Rule 12h-5 of the Exchange Act, subsidiary issuers of obligations guaranteed by their parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into such parent company’s consolidated financial statements, such related guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information.

CF Holdings owns substantially all of its assets and conducts substantially all of its operations through CF Industries, and CF Industries is consolidated into CF Holdings’ financial statements.

Our Public Senior Notes either meet the conditions of this requirement or are otherwise not required to be presented.

Accordingly, separate consolidated financial statements of CF Industries have not been presented.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, summarized financial information for CF Industries has been excluded because the assets, liabilities and results of operations of CF Industries are not materially different than the corresponding amounts in CF Holdings’ consolidated financial statements, and because management believes such summarized financial information would not be material for investors.

CF INDUSTRIES HOLDINGS, INC.

Forward Sales and Customer Advances

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

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

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.

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

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Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

CF INDUSTRIES HOLDINGS, INC.

Derivative Financial Instruments

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

As of September 30, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 19.4 million MMBtus of natural gas.

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

As of March 31, 2026, our open natural gas derivative contracts consisted of natural gas basis swaps for 9.0 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.

Defined Benefit Pension Plans

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

We have agreed with the U.K.

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

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

In the fourth quarter of 2025, pursuant to the implementation of our retirement plan strategy for our Canadian and U.K.

pension plans, we entered into agreements with insurance companies to purchase non-participating group buy-in annuity contracts (buy-in contracts), and for one of our Canadian plans, a non-participating group buy-out annuity contract that transferred the majority of the plan’s projected benefit obligation to the insurance company.

While the buy-in contracts did not transfer the projected benefit obligations to the insurance companies, they were structured to align with the projected benefits for each of the plans and are held as pension trust assets.

As a result of these transactions, we do not expect to have significant required contributions for our Canadian or U.K.

pension plans.

As a result of the planned windup of our U.S.

pension plan with an effective termination date of December 31, 2025, we expect to contribute approximately $9 million to this plan in 2026, representing the estimated plan termination liability.

Distributions to Noncontrolling Interest in CFN

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

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

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

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

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

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

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

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

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

The decrease in net cash used in financing activities was due primarily to contributions from noncontrolling interests of $291 million in the first nine months of 2025, a decrease in share repurchases, and a decrease in dividends paid on common stock due to lower shares outstanding as a result of common shares repurchased under our share repurchase program.

In the first nine months of 2025, we paid $1.02 billion for share repurchases compared to $1.13 billion in the first nine months of 2024.

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

Critical Accounting Estimates

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

Recent Accounting Pronouncements

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

On January 30, 2026, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2025, and on January 30, 2026, CFN distributed $201 million to CHS for this distribution period.

The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2026 is approximately $88 million.

Net cash provided by operating activities during the first three months of 2026 was $496 million, a decrease of $90 million, compared to $586 million in the first three months of 2025.

The decrease in cash flow from operations was due primarily to cash used for changes in working capital, which included lower customer advances, higher accounts receivable and lower accounts payable and accrued expenses, and income tax deposits made to Canadian taxing authorities during the first

CF INDUSTRIES HOLDINGS, INC.

quarter of 2026 of approximately $95 million.

These factors that resulted in lower cash from operations in the first three months of 2026 were partially offset by higher earnings driven by higher gross margin compared to the prior year period.

Net cash used in investing activities was $225 million in the first three months of 2026 compared to $126 million in the first three months of 2025.

Capital expenditures totaled $223 million during the first three months of 2026 compared to $132 million in the first three months of 2025.

Our capital expenditures for the first three months of 2026 included $65 million related to the Blue Point joint venture and $20 million related to the Blue Point complex Common Facilities.

Net cash used in financing activities was $199 million in the first three months of 2026 compared to $671 million in the first three months of 2025.

The decrease in net cash used in financing activities was due primarily to (i) a decrease in share repurchases, (ii) contributions from noncontrolling interests of $117 million in the first three months of 2026, and (iii) a decrease in dividends paid on common stock due to lower shares outstanding as a result of common shares repurchased under our share repurchase programs.

In the first three months of 2026, we paid $28 million for share repurchases compared to $444 million in the first three months of 2025.

In the first three months of 2026, dividends paid on common stock were $78 million compared to $86 million in the first three months of 2025.

These factors that resulted in lower cash used in financing activities were partially offset by higher distributions to noncontrolling interests.

Critical Accounting Estimates

During the first three months of 2026, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Recent Accounting Pronouncement

See Note 2—New Accounting Standard for a discussion of a recently issued accounting pronouncement that is not yet adopted.

Forward-Looking Statements

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• announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for our capital projects and maintenance;

CF INDUSTRIES HOLDINGS, INC.

• conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;

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• difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery;

• reliance on third party providers of transportation services and equipment;

• reliance on third party providers of transportation services and equipment, including those related to carbon dioxide sequestration;

• our reliance on a limited number of key facilities;

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• potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;

• regulatory restrictions and requirements related to greenhouse gas emissions, including announced or future changes in environmental or climate change laws;

• regulatory provisions and requirements related to greenhouse gas emissions and sustainability matters, including announced or future changes in environmental, climate change or sustainability laws;

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

CF INDUSTRIES HOLDINGS, INC.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis