What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 275 added, 121 removed, 581 unchanged (41% of the section changed)

2 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions, except per share amounts)

4 unchanged sentences

operations restructuring — — — 23

Asset impairment 23 — 23 —

Insurance recoveries—property damage — — ( 25 ) —

Insurance recoveries—business interruption ( 50 ) — ( 50 ) —

Litigation settlement gain — — ( 170 ) —

Other operating (income) expense—net ( 31 ) 8 ( 50 ) 22

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

Total other operating expense (income)—net 31 109 ( 80 ) 230

Equity in earnings of operating affiliate 7 2 13 6

19 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

4 unchanged sentences

Defined benefit plans—net of taxes — ( 5 ) 2 ( 7 )

( 21 ) 69 ( 42 ) 78

Comprehensive income 848 561 1,503 921

21 unchanged sentences

Intangible assets—net 460 473

Operating lease right-of-use assets 393 410

Operating lease right-of-use assets (amount related to VIE—2026:

Other assets (amount related to VIE—2026:

3 unchanged sentences

Accounts payable and accrued expenses (amount related to VIE—2026:

Income taxes payable 90 —

Customer advances 11 77

Current operating lease liabilities 107 110

Current operating lease liabilities (amount related to VIE—2026:

Other current liabilities 15 19

28 unchanged sentences

(in millions, except per share amounts)

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

Net earnings — — — 727 — 727 142 869

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

Purchases of treasury stock — ( 232 ) — — — ( 232 ) — ( 232 )

Retirement of treasury stock — 251 ( 18 ) ( 233 ) — — — —

Issuance of $ 0.01 par value common stock under employee stock plans

— 1 ( 1 ) — — — — —

Stock-based compensation expense — — 9 — — 9 — 9

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 77 ) — ( 77 ) — ( 77 )

Contributions from noncontrolling interests — — — — — — 116 116

Balance as of June 30, 2026 $ 2 $ ( 5 ) $ 1,199 $ 4,829 $ ( 277 ) $ 5,748 $ 3,172 $ 8,920

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

2 unchanged sentences

Purchases of treasury stock — ( 247 ) — — — ( 247 ) — ( 247 )

Retirement of treasury stock — 251 ( 18 ) ( 233 ) — — — —

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

6 unchanged sentences

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

Balance as of June 30, 2026 $ 2 $ ( 5 ) $ 1,199 $ 4,829 $ ( 277 ) $ 5,748 $ 3,172 $ 8,920

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)

Common Stockholders

Stock Treasury

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Stockholders’ Equity Noncontrolling

Interests Total

(in millions, except per share amounts)

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

Net earnings — — — 386 — 386 106 492

Other comprehensive income — — — — 69 69 — 69

Purchases of treasury stock — ( 204 ) — — — ( 204 ) — ( 204 )

Retirement of treasury stock — 653 ( 63 ) ( 590 ) — — — —

Issuance of $ 0.01 par value common stock under employee stock plans

— 2 ( 2 ) — — — — —

Stock-based compensation expense — — 12 — — 12 — 12

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 80 ) — ( 80 ) — ( 80 )

Contributions from noncontrolling interests — — — — — — 235 235

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

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

9 unchanged sentences

— — — ( 166 ) — ( 166 ) — ( 166 )

Contributions from noncontrolling interests — — — — — — 235 235

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

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

See accompanying Notes to Unaudited Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

(in millions)

6 unchanged sentences

Unrealized net (gain) loss on natural gas derivatives ( 5 ) 2

Asset impairment 23 —

Loss on disposal of property, plant and equipment 9 1

Litigation settlement gain ( 170 ) —

Insurance recoveries ( 25 ) —

Insurance recoveries—property damage ( 25 ) —

Loss on sale of Ince facility — 23

12 unchanged sentences

Proceeds from sale of Ince facility — 4

Insurance proceeds for property, plant and equipment 25 —

Purchase of emission credits ( 6 ) ( 1 )

9 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 17 ) 24

Increase (decrease) in cash and cash equivalents 60 ( 208 )

Increase in cash and cash equivalents 498 72

Cash and cash equivalents at beginning of period 1,982 1,614

11 unchanged sentences

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).

Products derived from ammonia, or upgraded products, 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.

Upgraded products 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 and upgraded products derived from low-carbon ammonia (“low-carbon upgraded products”, together with low-carbon ammonia “low-carbon products”) are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European carbon border adjustment fees and other carbon regulations.

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

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See Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information.

Certain prior period amounts have been reclassified to conform with the current period presentation.

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.

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CF INDUSTRIES HOLDINGS, INC.

New Accounting Standard

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

New Accounting Standards

In May 2026, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

This ASU establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations.

The guidance in this ASU is effective for fiscal years, and interim periods within those 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 our consolidated financial statements.

In November 2024, the FASB issued ASU No.

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

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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:

The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and six months ended June 30, 2026 and 2025:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Three months ended March 31, 2026

Three months ended June 30, 2026

North America $ 489 $ 712 $ 557 $ 1 $ 166 $ 1,925

1 unchanged sentence

Total revenue $ 586 $ 759 $ 613 $ 71 $ 193 $ 2,222

Three months ended March 31, 2025

Three months ended June 30, 2025

North America $ 415 $ 547 $ 558 $ 57 $ 109 $ 1,686

1 unchanged sentence

Total revenue $ 491 $ 547 $ 610 $ 117 $ 125 $ 1,890

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.

Six months ended June 30, 2026

North America $ 964 $ 1,302 $ 1,109 $ 2 $ 272 $ 3,649

Europe and other 249 47 87 127 49 559

Total revenue $ 1,213 $ 1,349 $ 1,196 $ 129 $ 321 $ 4,208

Six months ended June 30, 2025

North America $ 781 $ 986 $ 966 $ 104 $ 222 $ 3,059

Europe and other 230 — 114 114 36 494

Total revenue $ 1,011 $ 986 $ 1,080 $ 218 $ 258 $ 3,553

As of June 30, 2026 and December 31, 2025, we had $ 11 million and $ 77 million, respectively, in customer advances on our consolidated balance sheets.

During the six months ended June 30, 2026 and 2025, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

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.

The balances of customer incentives accrued as of June 30, 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.

As of June 30, 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 $ 1.5 billion.

We expect to recognize

CF INDUSTRIES HOLDINGS, INC.

approximately 17 % of these performance obligations as revenue in the remainder of 2026, approximately 43 % as revenue during 2027-2029, approximately 14 % as revenue during 2030-2032, and the remainder as revenue thereafter.

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.

4 unchanged sentences

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

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

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

CF INDUSTRIES HOLDINGS, INC.

liability on our consolidated balance sheets.

For the three months ended June 30, 2026 and 2025, we amortized approximately $ 7 million and $ 8 million, respectively, of the Supply Contract liability into net sales.

For both the six months ended June 30, 2026 and 2025, we amortized approximately $ 15 million of the Supply Contract liability into net sales.

As of June 30, 2026 and December 31, 2025, we had $ 679 million and $ 694 million, respectively, in Supply Contract liability on our consolidated balance sheets.

Estimated amortization of the Supply Contract liability for the remainder of 2026 is approximately $ 15 million and for each of the fiscal years 2027 to 2031 is approximately $ 30 million.

2 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions, except per share amounts)

10 unchanged sentences

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

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

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025.

Inventories consist of the following:

4 unchanged sentences

Total inventories $ 415 $ 383

CF INDUSTRIES HOLDINGS, INC.

Property, Plant and Equipment—Net

11 unchanged sentences

_______________________________________________________________________________

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

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

CF INDUSTRIES HOLDINGS, INC.

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

(1) As of June 30, 2026 and December 31, 2025, we had property, plant and equipment that was accrued but unpaid of $ 157 million and $ 118 million, respectively.

As of June 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 183 million and $ 101 million, respectively.

Depreciation and amortization related to property, plant and equipment was $ 213 million and $ 440 million for the three and six months ended June 30, 2026, respectively, and $ 230 million and $ 450 million for the three and six months ended June 30, 2025.

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

4 unchanged sentences

The following is a summary of capitalized plant turnaround costs:

Three months ended

Six months ended

(in millions)

3 unchanged sentences

Effect of exchange rate changes and other ( 4 ) 4

Net capitalized plant turnaround costs as of March 31

Net capitalized plant turnaround costs as of June 30

Yazoo City Incident

3 unchanged sentences

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.

CF INDUSTRIES HOLDINGS, INC.

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 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.

The $ 25 million of recoveries is included in insurance recoveries—property damage in our consolidated statement of operations for the six months ended June 30, 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.

In the second quarter of 2026, we received initial proceeds of $ 75 million, consisting of the $ 25 million of property damage insurance recoveries recognized in the first quarter of 2026 and $ 50 million of business interruption insurance recoveries, which are included in insurance recoveries—business interruption in our consolidated statements of operations for the three and six months ended June 30, 2026.

In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant and expects production of ammonia, AN solution, nitric acid, UAN and urea liquor to resume in the first half of 2027.

As a result of the approved plan, certain fixed assets within our North American AN asset group will no longer provide future economic benefit, and we recorded an impairment charge of $ 23 million in the second quarter of 2026.

Sale of Ince Facility

2 unchanged sentences

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.

operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025.

Equity Method Investment

7 unchanged sentences

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.

As of June 30, 2026, the total carrying value of our equity method investment in PLNL was $ 36 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.

Our ammonia purchases from PLNL totaled $ 43 million and $ 81 million for the three and six months ended June 30, 2026, respectively, and $ 21 million and $ 55 million for the three and six months ended June 30, 2025, respectively.

CF INDUSTRIES HOLDINGS, INC.

Fair Value Measurements

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

March 31, 2026

June 30, 2026

Cost Basis Unrealized

25 unchanged sentences

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:

CF INDUSTRIES HOLDINGS, INC.

March 31, 2026

The following tables present assets and liabilities included in our consolidated balance sheets as of June 30, 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:

June 30, 2026

Value Quoted Prices

6 unchanged sentences

Derivative liabilities ( 3 ) — ( 3 ) —

CF INDUSTRIES HOLDINGS, INC.

December 31, 2025

9 unchanged sentences

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

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

As of June 30, 2026 and December 31, 2025, our cash equivalents consisted primarily of U.S.

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

6 unchanged sentences

Derivative Instruments

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

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

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Amount Fair Value Carrying

3 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

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

2 unchanged sentences

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.

These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written

CF INDUSTRIES HOLDINGS, INC.

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.

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.

For the three months ended June 30, 2026, we recorded an income tax provision of $ 224 million on pre-tax income of $ 1.09 billion, or an effective tax rate of 20.5 %, compared to an income tax provision of $ 143 million on pre-tax income of $ 635 million, or an effective tax rate of 22.4 %, for the three months ended June 30, 2025.

For the six months ended June 30, 2026, we recorded an income tax provision of $ 392 million on pre-tax income of $ 1.94 billion, or an effective tax rate of 20.2 %, compared to an income tax provision of $ 229 million on pre-tax income of $ 1.07 billion, or an effective tax rate of 21.3 %, for the six months ended June 30, 2025.

Our income tax provision for the three and six months ended June 30, 2025 included $ 21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate for the three and six months ended June 30, 2025 by 3.4 percentage points and 2.0 percentage points, respectively.

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.

Our effective tax rate for the three months ended June 30, 2026 of 20.5 %, which is based on pre-tax income of $ 1.09 billion, including $ 142 million of earnings attributable to the noncontrolling interests, would be 3.0 percentage points higher if based on pre-tax income exclusive of the $ 142 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the three months ended June 30, 2025 of 22.4 %, which is based on pre-tax income of $ 635 million, including $ 106 million of earnings attributable to the noncontrolling interest, would be 4.5 percentage points higher if based on pre-tax income exclusive of the $ 106 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the six months ended June 30, 2026 of 20.2 %, which is based on pre-tax income of $ 1.94 billion, including $ 203 million of earnings attributable to the noncontrolling interests, would be 2.4 percentage points higher if based on pre-tax income exclusive of the $ 203 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the six months ended June 30, 2025 of 21.3 %, which is based on pre-tax income of $ 1.07 billion, including $ 145 million of earnings attributable to the noncontrolling interests, would be 3.4 percentage points higher if based on pre-tax income exclusive of the $ 145 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.

As of June 30, 2026 and December 31, 2025, other assets on our consolidated balance sheets include income tax-related assets of $ 886 million and $ 654 million, respectively, which primarily relate to transfer pricing matters.

Unrecognized tax benefits

In the three months ended June 30, 2026, we recorded an increase to unrecognized tax benefits of $ 24 million of tax and related accrued interest of $ 13 million associated with a tax position arising from an examination by the Internal Revenue Service.

If recognized, $ 11 million of the unrecognized tax benefits would impact the effective tax rate.

CF INDUSTRIES HOLDINGS, INC.

Financing Agreements

10 unchanged sentences

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.

CF INDUSTRIES HOLDINGS, INC.

As of June 30, 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 six months ended June 30, 2026, or as of December 31, 2025.

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.

As of June 30, 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.

As of June 30, 2026, approximately $ 328 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

Long-term debt presented on our consolidated balance sheets as of June 30, 2026 and December 31, 2025 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate June 30, 2026 December 31, 2025

Principal Outstanding Carrying Amount (1)

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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 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.

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

CF INDUSTRIES HOLDINGS, INC.

Interest Expense

1 unchanged sentence

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

Interest on borrowings (1)

$ 43 $ 38 $ 85 $ 75

Fees on financing agreements and other (1)

4 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

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

Variable Interest Entity

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

On April 8, 2025, we formed a 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.

(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 (the Blue Point One joint venture).

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

The Blue Point One joint venture is constructing 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.

We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point One joint venture.

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.

State and federal permits were received in July 2026, enabling construction at the Blue Point complex to commence in August 2026.

Low-carbon ammonia production is expected to begin in 2029.

See Note 19—Subsequent Events, for information on a permitting matter related to the Blue Point complex.

Once production commences, we, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point One joint venture in accordance with our respective ownership percentages.

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

The table below summarizes capital contributions made by us, JERA and Mitsui during the three and six months ended June 30, 2026 and 2025.

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

CF Holdings (1)(2)

$ 78 $ 157 $ 156 $ 157

JERA 68 137 136 137

Mitsui 48 98 97 98

Total—JERA and Mitsui 116 235 233 235

Total capital contributions $ 194 $ 392 $ 389 $ 392

_______________________________________________________________________________

(1) Our 40% equity interest in the Blue Point One joint venture is held by one of our wholly owned subsidiaries.

(2) For the three and six months ended June 30, 2025, our contributions included a $ 43 million non-cash contribution of an intellectual property license.

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.

We determined that the Blue Point One 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 One joint venture through our 40 % equity interest.

CF INDUSTRIES HOLDINGS, INC.

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:

The table below summarizes the assets and liabilities of the Blue Point One joint venture included in our consolidated balance sheet as of June 30, 2026 and December 31, 2025:

2026 December 31,

(in millions)

Current assets:

Cash and cash equivalents $ 341 $ 130

Other current assets 6 1

Total current assets 347 131

Property, plant and equipment—net 504 361

Operating lease right-of-use assets 1 —

Other assets 17 1

Total assets $ 869 $ 493

Current liabilities:

Accounts payable and accrued expenses $ 52 $ 52

Current operating lease liabilities 1 —

Total current liabilities 53 52

Other liabilities 1 1

Total liabilities $ 54 $ 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.

CF INDUSTRIES HOLDINGS, INC.

As of June 30, 2026 and December 31, 2025, all assets of the Blue Point One joint venture can only be used to settle the obligations of the Blue Point One joint venture.

In addition, as of June 30, 2026 and December 31, 2025, all liabilities of the Blue Point One joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings, except as discussed below.

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

As of June 30, 2026, accounts payable and accrued expenses presented in the table above includes $ 1 million of liabilities incurred by the Blue Point One joint venture to one of these third-party vendors.

Litigation Settlement Gain

1 unchanged sentence

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.

In connection with the resolution of the litigation pursuant to the settlement, Orica agreed to pay us approximately $ 170 million in cash 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.

Accordingly, we recognized a gain of approximately $ 170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the six months ended June 30, 2026.

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

CF INDUSTRIES HOLDINGS, INC.

Other Operating (Income) Expense—Net

1 unchanged sentence

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

Loss on disposal of property, plant and equipment $ 7 $ — $ 9 $ 1

Loss on foreign currency transactions (1)

Loss (gain) on foreign currency transactions (1)

2 ( 3 ) 5 ( 1 )

45Q Tax Credits (2)

Insurance recoveries—property damage (3)

Blue Point joint venture development costs (4)

( 19 ) — ( 43 ) —

Blue Point One joint venture development costs (3)

( 28 ) 9 ( 30 ) 20

Other operating (income) expense—net

1 unchanged sentence

_____________________________________________________________________

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

(1) Loss (gain) 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.

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

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

Noncontrolling Interests

4 unchanged sentences

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.

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

See Note 12—Variable Interest Entity for additional information on the Blue Point One joint venture.

For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point One 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 One 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.

CF INDUSTRIES HOLDINGS, INC.

CFN Blue Point Total CFN

CFN Blue Point Total CFN Blue Point Total

(in millions)

1 unchanged sentence

Balance as of January 1 $ 2,644 $ 293 $ 2,937 $ 2,607 $ — $ 2,607

Issuance of noncontrolling interests in Blue Point Number One, LLC — 117 117 —

Earnings attributable to noncontrolling interests 63 ( 2 ) 61 39

Issuance of noncontrolling interests — 233 233 — 235 235

Earnings (loss) attributable to noncontrolling interests 211 ( 8 ) 203 140 5 145

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

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

Balance as of June 30 $ 2,654 $ 518 $ 3,172 $ 2,618 $ 240 $ 2,858

Distributions payable to noncontrolling interests:

2 unchanged sentences

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

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

Balance as of June 30 $ — $ — $ — $ — $ — $ —

CF INDUSTRIES HOLDINGS, INC.

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.

2 unchanged sentences

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

On July 31, 2026, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2026 in accordance with CFN’s limited liability company agreement, and CFN distributed $ 246 million to CHS for this distribution period.

Stockholders’ Equity

5 unchanged sentences

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.

The following table summarizes the share repurchases under the 2025 Share Repurchase Program through June 30, 2026.

Shares Amounts (1)

5 unchanged sentences

First quarter 0.2 $ 15

Shares repurchased as of March 31, 2026

Second quarter 2.0 230

Total shares repurchased in 2026 2.2 $ 245

Shares repurchased as of June 30, 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 six months ended June 30, 2026, we repurchased approximately 2.2 million shares under the 2025 Share Repurchase Program for $ 245 million, of which $ 5 million was accrued and unpaid as of June 30, 2026.

In the six months ended June 30, 2026, we retired approximately 2.2 million shares of repurchased stock, and we held 45,854 shares of treasury stock as of June 30, 2026.

In the six months ended June 30, 2025, we repurchased approximately 8.2 million shares under the 2022 Share Repurchase Program for $ 636 million, and we retired approximately 8.3 million shares of repurchased stock.

CF INDUSTRIES HOLDINGS, INC.

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

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

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

Accumulated Other Comprehensive Loss

7 unchanged sentences

Effect of exchange rate changes and deferred taxes ( 43 ) ( 1 ) 2 ( 42 )

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

Balance as of June 30, 2026 $ ( 194 ) $ 2 $ ( 85 ) $ ( 277 )

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

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

Effect of exchange rate changes and deferred taxes 85 — ( 6 ) 79

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

Balance as of June 30, 2025 $ ( 136 ) $ 3 $ ( 69 ) $ ( 202 )

CF INDUSTRIES HOLDINGS, INC.

7 unchanged sentences

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.

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three and six months ended June 30, 2026 and 2025 are presented in the tables below.

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

2 unchanged sentences

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

101 108 237 218

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 1 ) — ( 2 ) 1

Depreciation and amortization (2)

67 60 136 115

Distribution and storage (3)

Other segment items (5)

121 119 263 235

Total cost of sales

357 355 757 689

Gross margin $ 229 $ 136 $ 456 $ 322

3 unchanged sentences

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

79 83 209 178

Unrealized net mark-to-market gain on natural gas derivatives ( 1 ) — ( 2 ) —

Depreciation and amortization (2)

75 72 151 143

Distribution and storage (3)

Other segment items (5)

105 99 220 189

Total cost of sales

282 268 617 534

Gross margin $ 477 $ 279 $ 732 $ 452

1 unchanged sentence

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

2 unchanged sentences

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

63 91 176 195

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

Depreciation and amortization (2)

53 72 117 145

Distribution and storage (3)

Other segment items (5)

87 117 193 218

Total cost of sales

263 340 596 668

Gross margin $ 350 $ 270 $ 600 $ 412

4 unchanged sentences

Other segment items (5)

67 59 129 119

Total cost of sales

75 92 144 177

Gross margin $ ( 4 ) $ 25 $ ( 15 ) $ 41

3 unchanged sentences

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

Total cost of sales

100 80 203 158

Gross margin $ 93 $ 45 $ 118 $ 100

1 unchanged sentence

Three months ended

June 30, Six months ended

2026 2025 2026 2025

(in millions)

2 unchanged sentences

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

255 308 652 642

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 2 ) — ( 5 ) 2

Depreciation and amortization (2)

214 231 442 451

Distribution and storage (3)

86 87 144 140

90 80 169 161

Other segment items (5)

434 429 915 830

Total cost of sales

1,077 1,135 2,317 2,226

Gross margin 1,145 755 1,891 1,327

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

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

31 109 ( 80 ) 230

Equity in earnings of operating affiliate 7 2 13 6

2 unchanged sentences

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

(2) For the three months ended 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.

(2) For both the three months ended June 30, 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 both the six months ended June 30, 2026 and 2025, depreciation and amortization does not include $ 16 million of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For the three months ended June 30, 2026 and 2025, depreciation and amortization does not include $ 7 million and $ 8 million, respectively, of amortization related to the Supply Contract liability, which is recognized in net sales.

For both the six months ended June 30, 2026 and 2025, depreciation and amortization does not include $ 15 million of amortization related to the Supply Contract liability, which is recognized in net sales.

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

6 unchanged sentences

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

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

See Note 13—Litigation Settlement Gain for additional information.

(7) Total other operating expense (income)—net for the six months ended June 30, 2026 includes a gain of approximately $ 170 million related to a litigation settlement, and insurance recoveries of $ 75 million.

See Note 13—Litigation Settlement Gain and Note 6—Property, Plant and Equipment—Net 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:

The following table shows the carrying amount of goodwill by reportable segment as of June 30, 2026 and December 31, 2025:

Ammonia Granular Urea UAN AN Other Total

2 unchanged sentences

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

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

Goodwill as of June 30, 2026 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492

CF INDUSTRIES HOLDINGS, INC.

6 unchanged sentences

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.

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

The JPML ordered that the related actions be consolidated before Judge Eric F.

Melgren in the District of Kansas.

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.

Subsequent Events

Pension Plan Settlement

Effective December 31, 2025, our primary U.S.

defined benefit pension plan was terminated.

In July 2026, substantially all of the plan obligations were settled through a combination of lump sum payments and the purchase of a group buy-out annuity contract.

For the plan participants who elected a lump sum option, payments of approximately $ 115 million were made and were funded with plan assets.

We also purchased a non-participating group buy-out annuity contract from an insurance company and transferred the remaining projected benefit obligation of approximately $ 70 million, which was also funded with plan assets.

Under this transaction, the insurance company assumed responsibility for pension benefits and annuity administration for covered participants or their beneficiaries.

In order to satisfy the remaining plan liabilities, including the cost to purchase the annuity contract and distribute the lump sum payments, in July 2026, we made a cash contribution of $ 6 million to the plan.

In the third quarter of 2026, we will remeasure the projected benefit obligation and plan assets for this plan and we expect to recognize a non-cash pre-tax pension settlement loss of approximately $ 7 million, based on current interest rates, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss.

On July 8, 2026, the Board declared a quarterly dividend of $ 0.60 per common share, representing an increase from the quarterly dividend of $ 0.50 per common share that was declared and paid in the second quarter of 2026.

The dividend will be paid on August 31, 2026 to stockholders of record as of August 14, 2026.

Blue Point Permitting Matter

On July 21, 2026, Rural Roots Louisiana, Mount Triumph Baptist Church and Pastor Harry Joseph, Sr.

(collectively, the “Plaintiffs”), filed a lawsuit against the U.S.

Army Corps of Engineers (the “Corps”) seeking a preliminary injunction to suspend the final permits issued to the Company in connection with construction of the Blue Point complex and to rescind the Corps’ final effects determination of no adverse effects until a hearing may be heard on the merits.

The Corps and the Company have filed motions in opposition and a hearing on Plaintiffs’ preliminary injunction motion is scheduled for August.

The matter is ongoing and we cannot currently predict its final outcome.

CF INDUSTRIES HOLDINGS, INC.

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

What changed 10-Q

Item 1. Financial Statements