CF Industries Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended March 31, 2026 2025 (in millions, except per share amounts) Net sales $ 1,986 $ 1,663 Cost of sales 1,240 1,091 Gross margin 746 572 Selling, general and administrative expenses 103 84 U.K. operations restructuring — 23 Litigation settlement gain ( 170 ) — Other operating (income) expense—net ( 44 ) 14 Total other operating (income) expense—net ( 111 ) 121 Equity in earnings of operating affiliate 6 4 Operating earnings 863 455 Interest expense 39 37 Interest income ( 20 ) ( 17 ) Other non-operating expense (income)—net — ( 2 ) Earnings before income taxes 844 437 Income tax provision 168 86 Net earnings 676 351 Less: Net earnings attributable to noncontrolling interests 61 39 Net earnings attributable to common stockholders $ 615 $ 312 Net earnings per share attributable to common stockholders: Basic $ 3.99 $ 1.85 Diluted $ 3.98 $ 1.85 Weighted-average common shares outstanding: Basic 154.2 168.6 Diluted 154.5 168.8 Dividends declared per common share $ 0.50 $ 0.50 See accompanying Notes to Unaudited Consolidated Financial Statements. 1 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three months ended March 31, 2026 2025 (in millions) Net earnings $ 676 $ 351 Other comprehensive (loss) income: Foreign currency translation adjustment—net of taxes ( 22 ) 11 Derivatives—net of taxes ( 1 ) — Defined benefit plans—net of taxes 2 ( 2 ) ( 21 ) 9 Comprehensive income 655 360 Less: Comprehensive income attributable to noncontrolling interests 61 39 Comprehensive income attributable to common stockholders $ 594 $ 321 See accompanying Notes to Unaudited Consolidated Financial Statements. 2 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2026 December 31, 2025 (in millions, except share and per share amounts) Assets Current assets: Cash and cash equivalents (amount related to variable interest entity (VIE)— 2026: $ 254 , 2025: $ 130 ) $ 2,042 $ 1,982 Accounts receivable—net 726 488 Inventories 371 383 Prepaid income taxes 23 105 Other current assets (amount related to VIE—2026: $ 0 , 2025: $ 1 ) 229 27 Total current assets 3,391 2,985 Property, plant and equipment—net (amount related to VIE—2026: $ 410 , 2025: $ 361 ) 6,724 6,715 Investment in affiliate 39 32 Goodwill 2,492 2,493 Intangible assets—net 470 473 Operating lease right-of-use assets 393 410 Other assets (amount related to VIE—2026: $ 3 , 2025: $ 1 ) 1,099 980 Total assets $ 14,608 $ 14,088 Liabilities and Equity Current liabilities: Accounts payable and accrued expenses (amount related to VIE—2026: $ 36 , 2025: $ 52 ) $ 613 $ 681 Income taxes payable 90 — Customer advances 132 77 Current operating lease liabilities 107 110 Other current liabilities 16 19 Total current liabilities 958 887 Long-term debt 3,216 3,215 Deferred income taxes 855 869 Operating lease liabilities 297 311 Supply contract liability 686 694 Other liabilities (amount related to VIE—2026: $ 1 , 2025: $ 1 ) 340 337 Equity: Stockholders’ equity: Preferred stock—$ 0.01 par value, 50,000,000 shares authorized — — Common stock—$ 0.01 par value, 500,000,000 shares authorized, 2026— 153,883,523 shares issued and 2025— 153,552,162 shares issued 2 2 Paid-in capital 1,209 1,197 Retained earnings 4,412 3,874 Treasury stock—at cost, 2026— 271,944 shares and 2025— 0 shares ( 25 ) — Accumulated other comprehensive loss ( 256 ) ( 235 ) Total stockholders’ equity 5,342 4,838 Noncontrolling interests 2,914 2,937 Total equity 8,256 7,775 Total liabilities and equity $ 14,608 $ 14,088 See accompanying Notes to Unaudited Consolidated Financial Statements. 3 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) Common Stockholders $0.01 Par Value Common Stock Treasury Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Noncontrolling Interests Total Equity (in millions, except per share amounts) Balance as of December 31, 2025 $ 2 $ — $ 1,197 $ 3,874 $ ( 235 ) $ 4,838 $ 2,937 $ 7,775 Net earnings — — — 615 — 615 61 676 Other comprehensive loss — — — — ( 21 ) ( 21 ) — ( 21 ) Purchases of treasury stock — ( 15 ) — — — ( 15 ) — ( 15 ) Acquisition of treasury stock under employee stock plans — ( 10 ) — — — ( 10 ) — ( 10 ) Issuance of $ 0.01 par value common stock under employee stock plans — — 1 — — 1 — 1 Stock-based compensation expense — — 11 — — 11 — 11 Dividends and dividend equivalents ($ 0.50 per share) — — — ( 77 ) — ( 77 ) — ( 77 ) Contributions from noncontrolling interests — — — — — — 117 117 Distribution declared to noncontrolling interests — — — — — — ( 201 ) ( 201 ) Balance as of March 31, 2026 $ 2 $ ( 25 ) $ 1,209 $ 4,412 $ ( 256 ) $ 5,342 $ 2,914 $ 8,256 Balance as of December 31, 2024 $ 2 $ ( 30 ) $ 1,284 $ 4,009 $ ( 280 ) $ 4,985 $ 2,607 $ 7,592 Net earnings — — — 312 — 312 39 351 Other comprehensive income — — — — 9 9 — 9 Purchases of treasury stock — ( 438 ) — — — ( 438 ) — ( 438 ) Retirement of treasury stock — 30 ( 3 ) ( 27 ) — — — — Acquisition of treasury stock under employee stock plans — ( 13 ) — — — ( 13 ) — ( 13 ) Issuance of $ 0.01 par value common stock under employee stock plans — — 1 — — 1 — 1 Stock-based compensation expense — — 10 — — 10 — 10 Dividends and dividend equivalents ($ 0.50 per share) — — — ( 86 ) — ( 86 ) — ( 86 ) Distribution declared to noncontrolling interests — — — — — — ( 129 ) ( 129 ) Balance as of March 31, 2025 $ 2 $ ( 451 ) $ 1,292 $ 4,208 $ ( 271 ) $ 4,780 $ 2,517 $ 7,297 See accompanying Notes to Unaudited Consolidated Financial Statements. 4 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three months ended March 31, 2026 2025 (in millions) Operating Activities: Net earnings $ 676 $ 351 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 228 221 Deferred income taxes ( 12 ) ( 26 ) Stock-based compensation expense 11 10 Unrealized net (gain) loss on natural gas derivatives ( 3 ) 2 Loss on disposal of property, plant and equipment 2 1 Litigation settlement gain ( 170 ) — Insurance recoveries ( 25 ) — Loss on sale of Ince facility — 23 Undistributed earnings of affiliate—net of taxes ( 6 ) ( 4 ) Changes in assets and liabilities: Accounts receivable—net ( 239 ) ( 177 ) Inventories 2 ( 43 ) Accrued and prepaid income taxes 144 89 Accounts payable and accrued expenses ( 75 ) 16 Customer advances 55 123 Other—net ( 92 ) — Net cash provided by operating activities 496 586 Investing Activities: Additions to property, plant and equipment ( 223 ) ( 132 ) Proceeds from sale of property, plant and equipment — 2 Proceeds from sale of Ince facility — 4 Purchase of emission credits ( 2 ) — Net cash used in investing activities ( 225 ) ( 126 ) Financing Activities: Dividends paid on common stock ( 78 ) ( 86 ) Contributions from noncontrolling interests 117 — Distributions to noncontrolling interests ( 201 ) ( 129 ) Purchases of treasury stock ( 28 ) ( 444 ) Proceeds from issuances of common stock under employee stock plans 1 1 Cash paid for shares withheld for taxes ( 10 ) ( 13 ) Net cash used in financing activities ( 199 ) ( 671 ) Effect of exchange rate changes on cash and cash equivalents ( 12 ) 3 Increase (decrease) in cash and cash equivalents 60 ( 208 ) Cash and cash equivalents at beginning of period 1,982 1,614 Cash and cash equivalents at end of period $ 2,042 $ 1,406 See accompanying Notes to Unaudited Consolidated Financial Statements. 5 Table of Contents CF INDUSTRIES HOLDINGS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Background and Basis of Presentation Our mission is to provide clean energy to feed and fuel the world sustainably. 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 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. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Products derived from ammonia that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). AN is also used extensively by the commercial explosives industry as a component of explosives. Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia. In addition, our low-carbon ammonia products are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European regulations on the price of carbon. All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. The accompanying unaudited interim consolidated financial statements of CF Holdings include the accounts of CF Industries, all of CF Holdings’ majority-owned subsidiaries and a variable interest entity of which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. See Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2025, in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period. The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026. The preparation of the unaudited interim consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves, including any related interest and penalties, and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans, and the valuation of stock-based compensation awards granted to employees. 6 Table of Contents CF INDUSTRIES HOLDINGS, INC. 2. New Accounting Standard In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosure, within the footnotes to the financial statements, of specified costs and expenses disaggregated from the amounts presented on consolidated statements of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements. 3. Revenue Recognition We track our revenue by product and by geography. See Note 17—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three months ended March 31, 2026 and 2025: Ammonia Granular Urea UAN AN Other Total (in millions) Three months ended March 31, 2026 North America $ 475 $ 590 $ 552 $ 1 $ 106 $ 1,724 Europe and other 152 — 31 57 22 262 Total revenue $ 627 $ 590 $ 583 $ 58 $ 128 $ 1,986 Three months ended March 31, 2025 North America $ 366 $ 439 $ 408 $ 47 $ 113 $ 1,373 Europe and other 154 — 62 54 20 290 Total revenue $ 520 $ 439 $ 470 $ 101 $ 133 $ 1,663 As of March 31, 2026 and December 31, 2025, we had $ 132 million and $ 77 million, respectively, in customer advances on our consolidated balance sheets. During the three months ended March 31, 2026 and 2025, the revenue recognized that was included in our customer advances at the beginning of each respective period amounted to approximately $ 55 million and $ 93 million, respectively. We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of March 31, 2026 and December 31, 2025 were not material. We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract. As of March 31, 2026, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $ 2.3 billion. We expect to recognize approximately 17 % of these performance obligations as revenue in the remainder of 2026, approximately 34 % as revenue during 2027-2029, approximately 16 % as revenue during 2030-2032, and the remainder as revenue thereafter. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $ 1.2 billion as of March 31, 2026. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2025 will be satisfied in 2026. Supply Contract Liability In connection with our December 1, 2023 acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc. (the Supply Contract). The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. As a result, we recorded an intangible liability with an acquisition date fair value of $ 757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years. For the three months ended March 31, 2026 and 2025, we amortized approximately $ 8 million and $ 7 million, respectively, of the Supply Contract liability into net sales. As of March 31, 2026 and December 31, 2025, we had $ 686 million and $ 694 million, respectively, in Supply Contract 7 Table of Contents CF INDUSTRIES HOLDINGS, INC. liability on our consolidated balance sheets. Estimated amortization of the Supply Contract liability for the remainder of 2026 is approximately $ 22 million and for each of the fiscal years 2027 to 2031 is approximately $ 30 million. 4. Net Earnings Per Share Net earnings per share were computed as follows: Three months ended March 31, 2026 2025 (in millions, except per share amounts) Net earnings attributable to common stockholders $ 615 $ 312 Basic earnings per common share: Weighted-average common shares outstanding 154.2 168.6 Net earnings attributable to common stockholders $ 3.99 $ 1.85 Diluted earnings per common share: Weighted-average common shares outstanding 154.2 168.6 Dilutive common shares—stock-based awards 0.3 0.2 Diluted weighted-average common shares outstanding 154.5 168.8 Net earnings attributable to common stockholders $ 3.98 $ 1.85 Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in the three months ended March 31, 2026 and 2025. 5. Inventories Inventories consist of the following: March 31, 2026 December 31, 2025 (in millions) Finished goods $ 319 $ 332 Raw materials, spare parts and supplies 52 51 Total inventories $ 371 $ 383 6. Property, Plant and Equipment—Net Property, plant and equipment—net consists of the following: March 31, 2026 December 31, 2025 (in millions) Land $ 108 $ 109 Machinery and equipment 14,014 13,957 Buildings and improvements 1,048 1,043 Construction in progress 801 709 Property, plant and equipment (1) 15,971 15,818 Less: Accumulated depreciation and amortization 9,247 9,103 Property, plant and equipment—net $ 6,724 $ 6,715 _______________________________________________________________________________ (1) As of March 31, 2026 and December 31, 2025, we had property, plant and equipment that was accrued but unpaid of $ 138 million and $ 118 million, respectively. As of March 31, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 87 million and $ 101 million, respectively. 8 Table of Contents CF INDUSTRIES HOLDINGS, INC. Depreciation and amortization related to property, plant and equipment was $ 227 million and $ 220 million for the three months ended March 31, 2026 and 2025, respectively. Plant turnarounds —Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to plant turnarounds are capitalized in property, plant and equipment when incurred. Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts. Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds. Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized. The following is a summary of capitalized plant turnaround costs: Three months ended March 31, 2026 2025 (in millions) Net capitalized plant turnaround costs as of January 1 $ 427 $ 363 Additions 69 20 Depreciation ( 39 ) ( 37 ) Effect of exchange rate changes and other ( 2 ) ( 3 ) Net capitalized plant turnaround costs as of March 31 $ 455 $ 343 Yazoo City Incident In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. As a result of the property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, we recorded an impairment of certain fixed assets within our North American AN asset group of $ 25 million, which primarily consisted of machinery and equipment. The Yazoo City incident is a covered event under our comprehensive insurance coverage for property damage, business interruption and other insurable exposures applicable to our global manufacturing plants and properties. In the first quarter of 2026, we filed initial insurance claims for both property damage and business interruption related to the Yazoo City incident. We have subsequently received initial acceptance of our claims from the insurance carriers and are continuing to work with the carriers to determine the total value of the claims. We expect to receive insurance proceeds over the rebuilding period of the Yazoo City plant. In the first quarter of 2026, as a result of the $ 25 million asset impairment previously recorded and the insurance carriers’ acceptance of our claims and authorization for the initial payment, we recognized $ 25 million of property damage insurance recoveries. The $ 25 million of recoveries is included in other operating (income) expense—net in our consolidated statement of operations. The corresponding insurance receivable is included in other current assets on our consolidated balance sheet as of March 31, 2026. No business interruption insurance recoveries were recognized during the first quarter of 2026, as such recoveries represent gain contingencies and are recognized when realized. In April 2026, we received initial proceeds of $ 75 million, inclusive of the $ 25 million of property damage insurance recoveries recognized in the first quarter of 2026. Sale of Ince Facility In the first quarter of 2025, our previously decommissioned Ince, U.K. facility was sold, including certain liabilities assumed by the buyer. As a result, we recognized a loss of $ 23 million, which was reflected in U.K. operations restructuring in our consolidated statement of operations for the three months ended March 31, 2025. 9 Table of Contents CF INDUSTRIES HOLDINGS, INC. 7. Equity Method Investment We have a 50 % ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment. PLNL operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the Prior NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The Prior NGC Contract was scheduled to expire on January 1, 2026. NGC and PLNL had entered into short-term extension letter agreements that provided for the continued supply of gas while the parties sought to negotiate terms and conditions for a new gas sales contract for 2026. In March 2026, NGC and PLNL entered into a new gas sales contract that expires on January 1, 2027. Any NGC commitment to supply gas beyond 2026 would require further negotiations between NGC and PLNL. If NGC does not make sufficient quantities of natural gas available to PLNL at prices and terms that permit profitable operations, PLNL may cease operating its facility, which would trigger an impairment assessment of our remaining investment in PLNL. As of March 31, 2026, the total carrying value of our equity method investment in PLNL was $ 39 million. We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50 % of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $ 38 million and $ 34 million for the three months ended March 31, 2026 and 2025, respectively. 8. Fair Value Measurements Our cash and cash equivalents and other investments consist of the following: March 31, 2026 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 445 $ — $ — $ 445 Cash equivalents: U.S. and Canadian government obligations 277 — — 277 Other debt securities 1,320 — — 1,320 Total cash and cash equivalents $ 2,042 $ — $ — $ 2,042 Nonqualified employee benefit trusts 15 3 — 18 December 31, 2025 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 629 $ — $ — $ 629 Cash equivalents: U.S. and Canadian government obligations 284 — — 284 Other debt securities 1,069 — — 1,069 Total cash and cash equivalents $ 1,982 $ — $ — $ 1,982 Nonqualified employee benefit trusts 15 3 — 18 Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations and also in bank deposits. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities included in our consolidated balance sheets as of March 31, 2026 and December 31, 2025 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value: 10 Table of Contents CF INDUSTRIES HOLDINGS, INC. March 31, 2026 Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Cash equivalents $ 1,597 $ 1,597 $ — $ — Nonqualified employee benefit trusts 18 18 — — Derivative assets 1 — 1 — Derivative liabilities ( 2 ) — ( 2 ) — December 31, 2025 Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Cash equivalents $ 1,353 $ 1,353 $ — $ — Nonqualified employee benefit trusts 18 18 — — Derivative assets 1 — 1 — Derivative liabilities ( 5 ) — ( 5 ) — Cash Equivalents Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. As of March 31, 2026 and December 31, 2025, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities. Nonqualified Employee Benefit Trusts We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings. Derivative Instruments The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter (OTC) markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party. Financial Instruments The carrying amount and estimated fair value of our financial instruments are as follows: March 31, 2026 December 31, 2025 Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Long-term debt $ 3,216 $ 3,109 $ 3,215 $ 3,131 The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs. 11 Table of Contents CF INDUSTRIES HOLDINGS, INC. The carrying amounts of cash and cash equivalents, as well as any instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy. 9. Income Taxes For the three months ended March 31, 2026, we recorded an income tax provision of $ 168 million on pre-tax income of $ 844 million, or an effective tax rate of 20.0 %, compared to an income tax provision of $ 86 million on pre-tax income of $ 437 million, or an effective tax rate of 19.8 %, for the three months ended March 31, 2025. Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended March 31, 2026 of 20.0 %, which is based on pre-tax income of $ 844 million, including $ 61 million of earnings attributable to the noncontrolling interests, would be 1.5 percentage points higher if based on pre-tax income exclusive of the $ 61 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended March 31, 2025 of 19.8 %, which is based on pre-tax income of $ 437 million, including $ 39 million of earnings attributable to the noncontrolling interests, would be 1.9 percentage points higher if based on pre-tax income exclusive of the $ 39 million of earnings attributable to the noncontrolling interests. Noncurrent income tax-related assets As of March 31, 2026 and December 31, 2025, other assets on our consolidated balance sheets include income tax-related assets of $ 775 million and $ 654 million, respectively, which primarily relate to transfer pricing matters. For tax years after 2011, certain of our Canadian subsidiaries were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities in connection with transfer pricing matters. In connection with these ongoing transfer pricing matters, the Company has income tax-related assets consisting primarily of a long-term receivable for tax refunds, for which the Company has a corollary liability for unrecognized tax benefits, and income tax deposits with Canadian taxing authorities made in 2022 and in the first quarter of 2026. 10. Financing Agreements Revolving Credit Agreement We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for revolving credit facility commitments of up to $ 750 million with a maturity of September 4, 2030 and includes a letter of credit sub-limit of $ 125 million and a swingline loan sub-limit of $ 75 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement. 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 an annual rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin. We are required to pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time. As of 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. 12 Table of Contents CF INDUSTRIES HOLDINGS, INC. The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant. As of March 31, 2026, we were in compliance with all covenants under the Revolving Credit Agreement. Letters of Credit Under Reimbursement Agreement We are party to a reimbursement agreement providing for the issuance of up to $ 425 million of letters of credit. As of March 31, 2026, approximately $ 335 million of letters of credit were outstanding under this agreement. The primary purpose of the letters of credit outstanding is to provide credit support to Canadian taxing authorities for amounts related to certain tax years that were reassessed and objected to, and which have been accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities. Senior Notes 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) Principal Outstanding Carrying Amount (1) (in millions) Public Senior Notes: 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 Total long-term debt $ 3,250 $ 3,216 $ 3,250 $ 3,215 _______________________________________________________________________________ (1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $ 5 million as of both March 31, 2026 and December 31, 2025, and total deferred debt issuance costs were $ 29 million and $ 30 million as of March 31, 2026 and December 31, 2025, respectively. Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2035, 2043 and 2044 (the Public Senior Notes), each series of notes is guaranteed by CF Holdings. Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified redemption prices. 11. Interest Expense Details of interest expense are as follows: Three months ended March 31, 2026 2025 (in millions) Interest on borrowings (1) $ 42 $ 37 Fees on financing agreements and other (1) 2 2 Interest on tax liabilities 1 — Interest capitalized ( 6 ) ( 2 ) Total interest expense $ 39 $ 37 _______________________________________________________________________________ (1) See Note 10—Financing Agreements for additional information. 13 Table of Contents CF INDUSTRIES HOLDINGS, INC. 12 . Variable Interest Entity On April 8, 2025, we formed the Blue Point joint venture, Blue Point Number One, LLC, with JERA Co., Inc. (JERA), Japan’s largest energy company, and Mitsui & Co., Ltd. (Mitsui), a leading global investment and trading company, to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana. We hold 40 % ownership, JERA holds 35 % ownership, and Mitsui holds 25 % ownership in the Blue Point joint venture. The Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a carbon dioxide (CO 2 ) dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture. We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages once production commences. Pursuant to periodic capital calls, the Blue Point joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. During the first quarter of 2026, we, JERA and Mitsui made capital contributions of $ 78 million, $ 68 million and $ 49 million, respectively, to the Blue Point joint venture. In addition, we will build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading (the “Common Facilities”). We determined that the Blue Point joint venture is a variable interest entity (VIE) of which we are the primary beneficiary. We have a significant variable interest in the Blue Point joint venture through our 40 % equity interest. We are considered the primary beneficiary of the VIE as we have both the power to direct the day-to-day operations of the low-carbon ammonia production facility, which are the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40 % equity interest. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60 % equity interest owned by JERA and Mitsui recorded as noncontrolling interests. The table below summarizes the assets and liabilities of the Blue Point joint venture included in our consolidated balance sheet as of March 31, 2026 and December 31, 2025: March 31, 2026 December 31, 2025 (in millions) Assets Cash and cash equivalents $ 254 $ 130 Other current assets — 1 Property, plant and equipment—net 410 361 Other assets 3 1 Total assets $ 667 $ 493 Liabilities Accounts payable and accrued expenses $ 36 $ 52 Other liabilities 1 1 Total liabilities $ 37 $ 53 As of March 31, 2026 and December 31, 2025, all assets of the Blue Point joint venture can only be used to settle the obligations of the Blue Point joint venture. In addition, as of March 31, 2026 and December 31, 2025, all liabilities of the Blue Point joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings. CF Holdings has provided guarantees for certain financial commitments of the Blue Point joint venture to several third-party vendors; however, as of March 31, 2026, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors. 14 Table of Contents CF INDUSTRIES HOLDINGS, INC. 13. Litigation Settlement Gain In March 2026, CF Industries Sales, LLC and CF Industries Nitrogen, LLC, both subsidiaries of CF Holdings, signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Limited (Orica) and Nelson Brothers Inc. and Nelson Brothers LLC. In connection with the resolution of the litigation pursuant to the settlement, Orica agreed to pay us approximately $ 170 million in cash no later than April 30, 2026, and issued a press release confirming the settlement terms and Orica’s funding source. The settlement also provided for the termination of the AN purchase agreements entered into in February 2014 between the parties. Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026. Accordingly, we recognized a gain of approximately $ 170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the three months ended March 31, 2026. The corresponding receivable is included in other current assets on our consolidated balance sheet as of March 31, 2026. On April 30, 2026, we received the cash payment from Orica. 14 . Other Operating (Income) Expense—Net Details of other operating (income) expense—net are as follows: Three months ended March 31, 2026 2025 (in millions) Loss on disposal of property, plant and equipment $ 2 $ 1 Loss on foreign currency transactions (1) 3 2 45Q Tax Credits (2) ( 24 ) — Insurance recoveries—property damage (3) ( 25 ) — Blue Point joint venture development costs (4) 2 — Other (5) ( 2 ) 11 Other operating (income) expense—net $ ( 44 ) $ 14 _____________________________________________________________________ (1) Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions. (2) Represents income earned for tax credits under Section 45Q of the Internal Revenue Code (45Q Tax Credits), which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage. (3) Insurance recoveries relate to property damage incurred in connection with the November 2025 incident at our Yazoo City complex. See Note 6—Property, Plant and Equipment—Net for additional information. (4) Represents development costs that are not eligible for capitalization and relate to the construction of the low-carbon ammonia production facility at our Blue Point complex. (5) Other primarily includes costs related to front-end engineering and design studies for our clean energy initiatives and commissioning costs for the decarbonization project at our Donaldsonville complex with carbon capture and sequestration. 15. Noncontrolling Interests We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings. CHS’ equity interest represents approximately 10 % of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. We also have a 40 % ownership interest in the Blue Point joint venture. JERA and Mitsui own the remaining membership interests. See Note 12—Variable Interest Entity for additional information on the Blue Point joint venture. For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point joint venture are consolidated into our financial statements. CHS’ interest in CFN and each of JERA’s and Mitsui’s interests in the Blue Point joint venture are recorded in noncontrolling interests in our consolidated financial statements. A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to noncontrolling interests on our consolidated balance sheets is provided below. 15 Table of Contents CF INDUSTRIES HOLDINGS, INC. 2026 2025 CFN Blue Point Total CFN (in millions) Noncontrolling interests: Balance as of January 1 $ 2,644 $ 293 $ 2,937 $ 2,607 Issuance of noncontrolling interests in Blue Point Number One, LLC — 117 117 — Earnings attributable to noncontrolling interests 63 ( 2 ) 61 39 Declaration of distributions payable ( 201 ) — ( 201 ) ( 129 ) Balance as of March 31 $ 2,506 $ 408 $ 2,914 $ 2,517 Distributions payable to noncontrolling interests: Balance as of January 1 $ — $ — $ — $ — Declaration of distributions payable 201 — 201 129 Distributions to noncontrolling interests ( 201 ) — ( 201 ) ( 129 ) Balance as of March 31 $ — $ — $ — $ — CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts. 16. Stockholders’ Equity Common Stock Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs or otherwise. 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 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 2025 Share Repurchase Program through March 31, 2026. Shares Amounts (1) (in millions) Shares repurchased in 2025: Fourth quarter 3.4 $ 278 Total shares repurchased in 2025 3.4 $ 278 Shares repurchased in 2026: First quarter 0.2 $ 15 Shares repurchased as of March 31, 2026 3.6 $ 293 ______________________________________________________________________________ (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. 16 Table of Contents CF INDUSTRIES HOLDINGS, INC. In the three months ended March 31, 2026, we repurchased approximately 155,000 shares under the 2025 Share Repurchase Program for $ 15 million. In the three months ended March 31, 2025, we repurchased approximately 5.4 million shares under the 2022 Share Repurchase Program for $ 434 million. In the three months ended March 31, 2025, we retired approximately 0.4 million shares of repurchased stock. Accumulated Other Comprehensive Loss Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows: Foreign Currency Translation Adjustment Unrealized Gain on Derivatives Defined Benefit Plans Accumulated Other Comprehensive Loss (in millions) Balance as of December 31, 2025 $ ( 151 ) $ 3 $ ( 87 ) $ ( 235 ) Effect of exchange rate changes and deferred taxes ( 22 ) ( 1 ) 2 ( 21 ) Balance as of March 31, 2026 $ ( 173 ) $ 2 $ ( 85 ) $ ( 256 ) Balance as of December 31, 2024 $ ( 221 ) $ 3 $ ( 62 ) $ ( 280 ) Effect of exchange rate changes and deferred taxes 11 — ( 2 ) 9 Balance as of March 31, 2025 $ ( 210 ) $ 3 $ ( 64 ) $ ( 271 ) 17 Table of Contents CF INDUSTRIES HOLDINGS, INC. 17. Segment Disclosures Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other . These segments are differentiated by products. Our chief operating decision maker (CODM) is our President and Chief Executive Officer, who uses gross margin to evaluate segment performance and allocate resources. The CODM meets periodically with other members of senior management to analyze segment performance, including comparing actual results to projected results, with consideration to the costs incurred to produce and deliver the product. In addition, our CODM uses gross margin by reportable segment to make key operating decisions, such as the determination of capital expenditures and the allocation of operating budgets, to help guide strategic decisions to align with company-wide goals. Other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating (income) expense—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by the CODM. The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products. Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three months ended March 31, 2026 and 2025 are presented in the tables below. Three months ended March 31, 2026 2025 (in millions) Ammonia Net sales $ 627 $ 520 Cost of sales: Natural gas, including the impact of realized derivatives (1) 136 110 Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 1 ) 1 Depreciation and amortization (2) 69 55 Distribution and storage (3) 39 37 Freight (4) 15 15 Other segment items (5) 142 116 Total cost of sales 400 334 Gross margin $ 227 $ 186 Granular Urea Net sales $ 590 $ 439 Cost of sales: Natural gas, including the impact of realized derivatives (1) 130 95 Unrealized net mark-to-market gain on natural gas derivatives ( 1 ) — Depreciation and amortization (2) 76 71 Distribution and storage (3) 4 3 Freight (4) 11 7 Other segment items (5) 115 90 Total cost of sales 335 266 Gross margin $ 255 $ 173 18 Table of Contents CF INDUSTRIES HOLDINGS, INC. Three months ended March 31, 2026 2025 (in millions) UAN Net sales $ 583 $ 470 Cost of sales: Natural gas, including the impact of realized derivatives (1) 113 104 Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 1 ) 1 Depreciation and amortization (2) 64 73 Distribution and storage (3) 15 13 Freight (4) 36 36 Other segment items (5) 106 101 Total cost of sales 333 328 Gross margin $ 250 $ 142 AN Net sales $ 58 $ 101 Cost of sales: Natural gas, including the impact of realized derivatives (1) 1 10 Depreciation and amortization (2) 3 8 Freight (4) 3 7 Other segment items (5) 62 60 Total cost of sales 69 85 Gross margin $ ( 11 ) $ 16 Other (6) Net sales $ 128 $ 133 Cost of sales: Natural gas, including the impact of realized derivatives (1) 17 15 Depreciation and amortization (2) 16 13 Freight (4) 14 16 Other segment items (5) 56 34 Total cost of sales 103 78 Gross margin $ 25 $ 55 19 Table of Contents CF INDUSTRIES HOLDINGS, INC. Three months ended March 31, 2026 2025 (in millions) Consolidated Net sales $ 1,986 $ 1,663 Cost of sales: Natural gas, including the impact of realized derivatives (1) 397 334 Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 3 ) 2 Depreciation and amortization (2) 228 220 Distribution and storage (3) 58 53 Freight (4) 79 81 Other segment items (5) 481 401 Total cost of sales 1,240 1,091 Gross margin 746 572 Total other operating (income) expense—net (7) ( 111 ) 121 Equity in earnings of operating affiliate 6 4 Operating earnings $ 863 $ 455 _______________________________________________________________________________ (1) Natural gas costs include the impact of realized gains and losses on natural gas derivatives settled during the period. (2) For the three months ended March 31, 2026 and 2025, depreciation and amortization does not include $ 8 million of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For the three months ended March 31, 2026 and 2025, depreciation and amortization does not include $ 8 million and $ 7 million, respectively, of amortization related to the Supply Contract liability, which is recognized in net sales. See Note 3—Revenue Recognition for additional information on the Supply Contract liability. (3) Distribution and storage costs consist of the cost of freight required to transport finished products from our manufacturing facilities to our distribution facilities and the costs to operate our network of distribution facilities in North America. (4) Freight costs consist of the costs incurred by us to deliver products from one of our plants or distribution facilities to the customer. Freight costs are generally charged to the customer and included in net sales. In situations when control of the product transfers upon loading and the customer requests that we arrange delivery of the product, the amount of freight included in net sales is considered freight revenue. (5) Other segment items is primarily comprised of payroll, services, materials and supplies, and utilities at our manufacturing facilities. (6) Other consists of all other products not included in our Ammonia, Granular Urea, UAN or AN segments. All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia. (7) Total other operating (income) expense—net for the three months ended March 31, 2026 includes a gain of approximately $ 170 million related to a litigation settlement. See Note 13—Litigation Settlement Gain for additional information. Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment. The following table shows the carrying amount of goodwill by reportable segment as of March 31, 2026 and December 31, 2025: Ammonia Granular Urea UAN AN Other Total (in millions) Goodwill as of December 31, 2025 $ 981 $ 828 $ 576 $ 69 $ 39 $ 2,493 Effect of exchange rate changes ( 1 ) — — — — ( 1 ) Goodwill as of March 31, 2026 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492 20 Table of Contents CF INDUSTRIES HOLDINGS, INC. 18. Contingencies On March 7, 2026, a putative class of direct purchasers of nitrogen (N), phosphorus (P), and potassium (K) fertilizer (NPK Fertilizer) in the United States filed a complaint against certain CF Holdings, Mosaic, Nutrien, Koch, Yara, and Canpotex entities in federal court in the Northern District of Illinois. The complaint alleges that the defendants conspired to restrain trade in violation of the Sherman Act. Similar complaints have been filed in other federal district courts on behalf of direct and indirect purchasers. Certain complaints also name The Fertilizer Institute and the International Fertilizer Association as defendants, and some complaints plead additional claims related to the same or similar facts, including under the Clayton Act, state antitrust statutes, state consumer protection and trade practice statutes, and certain common law claims including, for example, unjust enrichment. The class periods vary but generally allege that anticompetitive conduct began in 2020 or 2021. Collectively, the complaints seek treble damages, punitive damages, restitution, injunctive relief, and equitable relief. Various plaintiffs and defendants have submitted briefing to the Judicial Panel on Multidistrict Litigation (JPML) seeking transfer of all related actions for consolidated pretrial proceedings. The JPML will hear the parties’ requests on May 28, 2026. The Company disputes plaintiffs’ allegations in each of these complaints and intends to vigorously defend itself in these actions. Management cannot predict the eventual scope, duration or outcome of these actions and is unable to estimate the amount or range of potential losses, if any, at this time. 21 Table of Contents CF INDUSTRIES HOLDINGS, INC.