0001324404 false December 31 2026 Q1 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure utr:T 0001324404 2026-01-01 2026-03-31 0001324404 2026-05-04 0001324404 2025-01-01 2025-03-31 0001324404 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2026-03-31 0001324404 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2025-12-31 0001324404 2026-03-31 0001324404 2025-12-31 0001324404 2025-03-31 0001324404 us-gaap:CommonStockMember 2025-12-31 0001324404 us-gaap:TreasuryStockCommonMember 2025-12-31 0001324404 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001324404 us-gaap:RetainedEarningsMember 2025-12-31 0001324404 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001324404 us-gaap:ParentMember 2025-12-31 0001324404 us-gaap:NoncontrollingInterestMember 2025-12-31 0001324404 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001324404 us-gaap:TreasuryStockCommonMember 2026-01-01 2026-03-31 0001324404 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001324404 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001324404 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-01-01 2026-03-31 0001324404 us-gaap:ParentMember 2026-01-01 2026-03-31 0001324404 us-gaap:NoncontrollingInterestMember 2026-01-01 2026-03-31 0001324404 us-gaap:CommonStockMember 2026-03-31 0001324404 us-gaap:TreasuryStockCommonMember 2026-03-31 0001324404 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001324404 us-gaap:RetainedEarningsMember 2026-03-31 0001324404 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-03-31 0001324404 us-gaap:ParentMember 2026-03-31 0001324404 us-gaap:NoncontrollingInterestMember 2026-03-31 0001324404 us-gaap:CommonStockMember 2024-12-31 0001324404 us-gaap:TreasuryStockCommonMember 2024-12-31 0001324404 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001324404 us-gaap:RetainedEarningsMember 2024-12-31 0001324404 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001324404 us-gaap:ParentMember 2024-12-31 0001324404 us-gaap:NoncontrollingInterestMember 2024-12-31 0001324404 2024-12-31 0001324404 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001324404 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-03-31 0001324404 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001324404 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001324404 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001324404 us-gaap:ParentMember 2025-01-01 2025-03-31 0001324404 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-03-31 0001324404 us-gaap:CommonStockMember 2025-03-31 0001324404 us-gaap:TreasuryStockCommonMember 2025-03-31 0001324404 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001324404 us-gaap:RetainedEarningsMember 2025-03-31 0001324404 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001324404 us-gaap:ParentMember 2025-03-31 0001324404 us-gaap:NoncontrollingInterestMember 2025-03-31 0001324404 srt:NorthAmericaMember cf:AmmoniaMember 2026-01-01 2026-03-31 0001324404 srt:NorthAmericaMember cf:UreaMember 2026-01-01 2026-03-31 0001324404 srt:NorthAmericaMember cf:UANMember 2026-01-01 2026-03-31 0001324404 srt:NorthAmericaMember cf:AmmoniumNitrateSegmentMember 2026-01-01 2026-03-31 0001324404 srt:NorthAmericaMember us-gaap:AllOtherSegmentsMember 2026-01-01 2026-03-31 0001324404 srt:NorthAmericaMember 2026-01-01 2026-03-31 0001324404 cf:EuropeandOtherMember cf:AmmoniaMember 2026-01-01 2026-03-31 0001324404 cf:EuropeandOtherMember cf:UreaMember 2026-01-01 2026-03-31 0001324404 cf:EuropeandOtherMember cf:UANMember 2026-01-01 2026-03-31 0001324404 cf:EuropeandOtherMember cf:AmmoniumNitrateSegmentMember 2026-01-01 2026-03-31 0001324404 cf:EuropeandOtherMember us-gaap:AllOtherSegmentsMember 2026-01-01 2026-03-31 0001324404 cf:EuropeandOtherMember 2026-01-01 2026-03-31 0001324404 cf:AmmoniaMember 2026-01-01 2026-03-31 0001324404 cf:UreaMember 2026-01-01 2026-03-31 0001324404 cf:UANMember 2026-01-01 2026-03-31 0001324404 cf:AmmoniumNitrateSegmentMember 2026-01-01 2026-03-31 0001324404 us-gaap:AllOtherSegmentsMember 2026-01-01 2026-03-31 0001324404 srt:NorthAmericaMember cf:AmmoniaMember 2025-01-01 2025-03-31 0001324404 srt:NorthAmericaMember cf:UreaMember 2025-01-01 2025-03-31 0001324404 srt:NorthAmericaMember cf:UANMember 2025-01-01 2025-03-31 0001324404 srt:NorthAmericaMember cf:AmmoniumNitrateSegmentMember 2025-01-01 2025-03-31 0001324404 srt:NorthAmericaMember us-gaap:AllOtherSegmentsMember 2025-01-01 2025-03-31 0001324404 srt:NorthAmericaMember 2025-01-01 2025-03-31 0001324404 cf:EuropeandOtherMember cf:AmmoniaMember 2025-01-01 2025-03-31 0001324404 cf:EuropeandOtherMember cf:UreaMember 2025-01-01 2025-03-31 0001324404 cf:EuropeandOtherMember cf:UANMember 2025-01-01 2025-03-31 0001324404 cf:EuropeandOtherMember cf:AmmoniumNitrateSegmentMember 2025-01-01 2025-03-31 0001324404 cf:EuropeandOtherMember us-gaap:AllOtherSegmentsMember 2025-01-01 2025-03-31 0001324404 cf:EuropeandOtherMember 2025-01-01 2025-03-31 0001324404 cf:AmmoniaMember 2025-01-01 2025-03-31 0001324404 cf:UreaMember 2025-01-01 2025-03-31 0001324404 cf:UANMember 2025-01-01 2025-03-31 0001324404 cf:AmmoniumNitrateSegmentMember 2025-01-01 2025-03-31 0001324404 us-gaap:AllOtherSegmentsMember 2025-01-01 2025-03-31 0001324404 2026-04-01 2026-03-31 0001324404 2027-01-01 2026-03-31 0001324404 2028-01-01 2026-03-31 0001324404 2029-01-01 2026-03-31 0001324404 2030-01-01 2026-03-31 0001324404 2031-01-01 2026-03-31 0001324404 2032-01-01 2026-03-31 0001324404 cf:WaggamanAmmoniaProductionFacilityMember 2023-12-01 0001324404 cf:WaggamanAmmoniaProductionFacilityMember cf:SupplyAgreementsMember 2023-12-01 2023-12-01 0001324404 cf:WaggamanAmmoniaProductionFacilityMember cf:SupplyContractsMember 2026-01-01 2026-03-31 0001324404 cf:WaggamanAmmoniaProductionFacilityMember cf:SupplyContractsMember 2025-01-01 2025-03-31 0001324404 cf:WaggamanAmmoniaProductionFacilityMember cf:SupplyContractsMember 2026-03-31 0001324404 us-gaap:LandMember 2026-03-31 0001324404 us-gaap:LandMember 2025-12-31 0001324404 us-gaap:MachineryAndEquipmentMember 2026-03-31 0001324404 us-gaap:MachineryAndEquipmentMember 2025-12-31 0001324404 us-gaap:BuildingAndBuildingImprovementsMember 2026-03-31 0001324404 us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001324404 us-gaap:ConstructionInProgressMember 2026-03-31 0001324404 us-gaap:ConstructionInProgressMember 2025-12-31 0001324404 2025-01-01 2025-12-31 0001324404 2024-01-01 2024-12-31 0001324404 us-gaap:MachineryAndEquipmentMember 2024-12-31 0001324404 us-gaap:MachineryAndEquipmentMember 2026-01-01 2026-03-31 0001324404 us-gaap:MachineryAndEquipmentMember 2025-01-01 2025-03-31 0001324404 us-gaap:MachineryAndEquipmentMember 2025-03-31 0001324404 2025-11-01 2025-11-30 0001324404 us-gaap:SubsequentEventMember 2026-04-01 2026-04-30 0001324404 cf:PointLisasNitrogenLimitedMember 2026-03-31 0001324404 cf:PointLisasNitrogenLimitedMember 2026-03-31 0001324404 cf:PointLisasNitrogenLimitedMember 2026-01-01 2026-03-31 0001324404 cf:PointLisasNitrogenLimitedMember 2025-01-01 2025-03-31 0001324404 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:CashAndCashEquivalentsAtCarryingValue 2026-03-31 0001324404 us-gaap:OtherDebtSecuritiesMember us-gaap:CashAndCashEquivalentsAtCarryingValue 2026-03-31 0001324404 us-gaap:CashAndCashEquivalentsAtCarryingValue 2026-03-31 0001324404 us-gaap:TrustForBenefitOfEmployeesMember 2026-03-31 0001324404 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:CashAndCashEquivalentsAtCarryingValue 2025-12-31 0001324404 us-gaap:OtherDebtSecuritiesMember us-gaap:CashAndCashEquivalentsAtCarryingValue 2025-12-31 0001324404 us-gaap:CashAndCashEquivalentsAtCarryingValue 2025-12-31 0001324404 us-gaap:TrustForBenefitOfEmployeesMember 2025-12-31 0001324404 us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0001324404 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0001324404 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0001324404 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0001324404 us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001324404 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001324404 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001324404 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001324404 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2026-03-31 0001324404 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2026-03-31 0001324404 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2025-12-31 0001324404 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2025-12-31 0001324404 srt:SubsidiariesMember us-gaap:LineOfCreditMember us-gaap:RevolvingCreditFacilityMember 2025-09-04 0001324404 srt:SubsidiariesMember us-gaap:LineOfCreditMember us-gaap:LetterOfCreditMember 2025-09-04 0001324404 srt:SubsidiariesMember us-gaap:LineOfCreditMember cf:SwinglineLoanMember 2025-09-04 0001324404 srt:SubsidiariesMember cf:SeniorCreditAgreementMember 2026-03-31 0001324404 srt:SubsidiariesMember cf:SeniorCreditAgreementMember 2025-12-31 0001324404 us-gaap:LineOfCreditMember us-gaap:LetterOfCreditMember 2026-03-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes5.150PercentDue2034Member 2025-12-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes5.150PercentDue2034Member 2026-03-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes5.300PercentDue2035Member 2026-03-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes5.300PercentDue2035Member 2025-12-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes4.950PercentDue2043Member 2025-12-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes4.950PercentDue2043Member 2026-03-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes5.375PercentDue2044Member 2025-12-31 0001324404 srt:SubsidiariesMember us-gaap:SeniorNotesMember cf:SeniorNotes5.375PercentDue2044Member 2026-03-31 0001324404 srt:SubsidiariesMember 2026-03-31 0001324404 srt:SubsidiariesMember 2025-12-31 0001324404 cf:BluePointNumberOneLLCMember 2025-04-08 0001324404 cf:BluePointNumberOneLLCMember cf:JERACoInc.Member 2025-04-08 0001324404 cf:BluePointNumberOneLLCMember cf:MitsuiCo.LtdMember 2025-04-08 0001324404 cf:BluePointNumberOneLLCMember 2026-01-01 2026-03-31 0001324404 cf:BluePointNumberOneLLCMember cf:JERACoInc.Member 2026-01-01 2026-03-31 0001324404 cf:BluePointNumberOneLLCMember cf:MitsuiCo.LtdMember 2026-01-01 2026-03-31 0001324404 cf:BluePointNumberOneLLCMember cf:JERACoInc.AndMitsuiCo.Ltd.Member 2025-04-08 0001324404 2026-03-01 2026-03-31 0001324404 cf:CHSInc.Member cf:CFIndustriesNitrogenLLCMember 2016-02-01 0001324404 cf:CFIndustriesNitrogenLLCMember 2025-12-31 0001324404 cf:BluePointNumberOneLLCMember 2025-12-31 0001324404 cf:CFIndustriesNitrogenLLCMember 2024-12-31 0001324404 cf:CFIndustriesNitrogenLLCMember 2026-01-01 2026-03-31 0001324404 cf:BluePointNumberOneLLCMember 2026-01-01 2026-03-31 0001324404 cf:CFIndustriesNitrogenLLCMember 2025-01-01 2025-03-31 0001324404 cf:CFIndustriesNitrogenLLCMember 2026-03-31 0001324404 cf:BluePointNumberOneLLCMember 2026-03-31 0001324404 cf:CFIndustriesNitrogenLLCMember 2025-03-31 0001324404 cf:A2022ShareRepurchaseProgramMember 2022-11-02 0001324404 cf:A2025ShareRepurchaseProgramMember 2025-05-06 0001324404 cf:A2025ShareRepurchaseProgramMember 2025-10-01 2025-12-31 0001324404 cf:A2025ShareRepurchaseProgramMember 2025-01-01 2025-12-31 0001324404 cf:A2025ShareRepurchaseProgramMember 2026-01-01 2026-03-31 0001324404 cf:A2025ShareRepurchaseProgramMember 2025-01-01 2026-03-31 0001324404 cf:A2022ShareRepurchaseProgramMember 2025-01-01 2025-03-31 0001324404 us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2025-12-31 0001324404 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2025-12-31 0001324404 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2025-12-31 0001324404 us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember 2025-12-31 0001324404 us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2026-01-01 2026-03-31 0001324404 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2026-01-01 2026-03-31 0001324404 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2026-01-01 2026-03-31 0001324404 us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2026-03-31 0001324404 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2026-03-31 0001324404 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2026-03-31 0001324404 us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember 2026-03-31 0001324404 us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2024-12-31 0001324404 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2024-12-31 0001324404 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2024-12-31 0001324404 us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember 2024-12-31 0001324404 us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2025-01-01 2025-03-31 0001324404 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2025-01-01 2025-03-31 0001324404 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2025-01-01 2025-03-31 0001324404 us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2025-03-31 0001324404 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2025-03-31 0001324404 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember 2025-03-31 0001324404 us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember 2025-03-31 0001324404 cf:OtherProductsMember 2026-01-01 2026-03-31 0001324404 cf:OtherProductsMember 2025-01-01 2025-03-31 0001324404 us-gaap:CorporateNonSegmentMember 2026-01-01 2026-03-31 0001324404 us-gaap:CorporateNonSegmentMember 2025-01-01 2025-03-31 0001324404 cf:AmmoniaMember 2025-12-31 0001324404 cf:UreaMember 2025-12-31 0001324404 cf:UANMember 2025-12-31 0001324404 cf:AmmoniumNitrateSegmentMember 2025-12-31 0001324404 cf:OtherProductsMember 2025-12-31 0001324404 cf:AmmoniaMember 2026-03-31 0001324404 cf:UreaMember 2026-03-31 0001324404 cf:UANMember 2026-03-31 0001324404 cf:AmmoniumNitrateSegmentMember 2026-03-31 0001324404 cf:OtherProductsMember 2026-03-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM | 10-Q

(Mark One) |  |  |
☒ |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR
☐ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-32597
CF INDUSTRIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware |  |  |  |  | 20-2697511
(State or other jurisdiction of incorporation or organization) |  |  |  |  | (I.R.S. Employer Identification No.)
2375 Waterview Drive |  |  |  |  | 60062
Northbrook, Illinois |  |  |  |  | (Zip Code)
(Address of principal executive offices) |  |  |  |  |

(Registrant’s telephone number, including area code): (847) 405-2400
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
common stock, par value $0.01 per share |  | CF |  | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
153,629,274 shares of the registrant’s common stock, par value $0.01 per share, were outstanding at May 4, 2026.

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
TABLE OF CONTENTS

PART I. | Financial Information |
| Item 1. | Financial Statements (unaudited) |
|  | Consolidated Statements of Operations | 1
|  | Consolidated Statements of Comprehensive Income | 2
|  | Consolidated Balance Sheets | 3
|  | Consolidated Statements of Equity | 4
|  | Consolidated Statements of Cash Flows | 5
|  | Notes to Unaudited Consolidated Financial Statements | 6
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 45
| Item 4. | Controls and Procedures | 45
PART II. | Other Information |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 46
| Item 5. | Other Information | 46
| Item 6. | Exhibits | 46

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
PART I—FINANCIAL INFORMATION
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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes and our discussion and analysis of financial condition and results of operations that were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on February 25, 2026, as well as Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” 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. References to tons refer to short tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. The following is an outline of the discussion and analysis included herein:
•Overview of CF Holdings
•Market Conditions and Current Developments
•Financial Executive Summary
•Items Affecting Comparability of Results
•Consolidated Results of Operations
•Operating Results by Business Segment
•Liquidity and Capital Resources
•Critical Accounting Estimates
•Recent Accounting Pronouncement
•Forward-Looking Statements
Overview of CF Holdings
Our Company
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.
Our principal assets as of March 31, 2026 include:
•six U.S. manufacturing facilities located in: Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana. The Waggaman facility is wholly owned by us, and the other five U.S. manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 90% and CHS Inc. (CHS) owns the remainder (see Note 15—Noncontrolling Interests for additional information on our strategic venture with CHS);
22

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
•two Canadian manufacturing facilities located in: Medicine Hat, Alberta (the largest ammonia production complex in Canada); and Courtright, Ontario;
•a United Kingdom manufacturing facility located in Billingham;
•an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States;
•a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago that we account for under the equity method; and
•a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct an ammonia manufacturing plant at our Blue Point complex located in Modeste, Louisiana. The joint venture entity is a variable interest entity (VIE) of which we are the primary beneficiary. As a result, we consolidate this entity in our consolidated financial statements, with the combined 60% equity interest owned by our joint venture partners recorded as noncontrolling interests. See “Our Strategy—Blue Point joint venture,” below, for additional information.
Our Strategy
At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH 3. We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF. A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.
Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our unique capabilities include: advantaged production, unmatched distribution and logistics network, operational excellence and disciplined capital stewardship.
Our leadership in ammonia production enables us to drive continued operational excellence in our underlying business while investing in decarbonization technologies to produce low-carbon ammonia. These investments allow us to pursue demand for low-carbon ammonia and upgraded products for both traditional and new applications. Traditional applications include agriculture, where low-carbon nitrogen products can be used to reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production. New growth opportunities include hard-to-abate industries like power generation and marine shipping, for which low-carbon ammonia offers a path to significantly lower carbon footprints as it does not emit carbon when combusted.
Decarbonizing our existing network
At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia production. CCS requires the construction of carbon dioxide (CO 2) dehydration and compression units to enable process CO 2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO 2 generated by ammonia production from being emitted to the atmosphere. For each facility we have contracted with ExxonMobil to transport and permanently store the captured CO 2.
In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed for a total cost of approximately $200 million. The dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually, depending on gross ammonia production and consumption of CO 2 for upgraded products. This sequestered CO 2 would otherwise be emitted into the atmosphere. The project qualifies for tax credits under Section 45Q of the Internal Revenue Code (45Q Tax Credits), which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage. As a result of the Donaldsonville CCS project, we have the capacity to produce up to approximately 1.9 million tons of low-carbon ammonia annually at our Donaldsonville complex.
On an interim basis, ExxonMobil is storing CO 2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. Upon receipt of Class VI permits issued by the U.S. Environmental Protection Agency (EPA) and authorization from the Railroad Commission of Texas, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. In October 2025, the EPA issued the final Class VI permits for Rose.
23

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million. At Yazoo City, CCS is expected to commence in 2028, following construction, commissioning and start-up, and annually is expected to enable the transportation and sequestration of up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted into the atmosphere. The Yazoo City CCS project is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.
In the fourth quarter of 2025, we completed a nitric acid plant abatement project at our Verdigris complex. The abatement project is expected to significantly reduce nitrous oxide emissions from the plant, lowering CO 2 equivalent emissions by over 600,000 metric tons on an annual basis.
Blue Point joint venture
On April 8, 2025, we announced that 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 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.
We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. 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.
The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO 2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO 2 annually. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development. The ammonia production facility is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.
In June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, with a subsidiary of Linde plc for them to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility.
In addition, we plan to invest approximately $550 million to build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading (the “Common Facilities”). We will own and operate the Common Facilities, and the Blue Point joint venture will compensate us for these services.
We determined that the Blue Point joint venture is a VIE of which we are the primary beneficiary. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interests. See “Liquidity and Capital Resources—Blue Point Joint Venture,” below, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.
Low-carbon ammonia demand
We believe that our decarbonization projects provide us with benefits, including a significant return profile, a differentiated product offering to existing and new customers, and progress toward our long-term emissions reduction goals.
In 2025, we completed our first sales of low-carbon ammonia at a premium to traditional ammonia consumers in Europe and Africa as they began to establish a low-carbon ammonia supply chain. We expect continued demand growth for low-carbon
24

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
ammonia and upgraded products into Europe as customers seek to reduce the additional costs imposed by the European Union’s regulations, including the carbon border adjustment mechanism in respect of greenhouse gas emissions associated with the production of imported ammonia and upgraded products.
In 2025, our expectation that there is developing demand for low-carbon ammonia for new applications of our products was confirmed through our joint venture partners, JERA and Mitsui. They have committed low-carbon ammonia volumes from the Blue Point joint venture for power generation and steel production, among other uses, which represent new applications for our products. In December 2025, both JERA and Mitsui were certified as a Supplier of Low-Carbon Hydrogen and its Derivatives by Japan’s Ministry of Economy, Trade and Industry (METI). The certifications were granted under the “Support Focusing on the Price Gap” scheme established in accordance with the Hydrogen Society Promotion Act. In addition, in March 2026, METI granted approval for the certification of the Tomakomai Clean Energy Hub, a collaborative project in which Mitsui is a partner, under the Hub Development Support Program within Japan’s Hydrogen Society Promotion Act, further evidencing developing demand for low‑carbon ammonia.
We continue to engage in discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications as well as for the supply of low-carbon ammonia for new applications. We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for low-carbon ammonia. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.
Market Conditions and Current Developments
Geopolitical Environment
Global selling prices for nitrogen fertilizers are driven by supply and demand dynamics. Beginning in 2025 and continuing into the first quarter of 2026, global nitrogen fertilizer market conditions reflected a tight supply and demand balance. In this period, there was strong global demand for all nitrogen products, particularly in North America, India and Brazil. At the same time, global supply was constrained due in part to supply disruptions in 2025 caused by geopolitical issues, maintenance activity and unexpected production outages in Egypt, Iran and Russia.
Towards the end of the first quarter of 2026, global market conditions were further impacted by the conflict with Iran, which led to additional nitrogen fertilizer global supply constraints and resulting price volatility as trade disruptions in the Middle East continued to unfold. The Middle East is one of the world’s largest nitrogen producing and exporting regions due to its low-cost natural gas supply. Nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea annually, and urea is the most widely used nitrogen fertilizer globally. Safety concerns amid ongoing attacks by Iran and unavailability of war risk insurance coverage on affected vessels brought the flow of vessels to transport fertilizer and other products through the Strait of Hormuz to a halt in March of 2026, which prevented the export of nitrogen fertilizers and resulted in the curtailment or shut down of a significant amount of nitrogen capacity in the region. This supply disruption impacted the global supply demand balance resulting in higher selling prices for nitrogen products.
Liquefied natural gas (LNG) supply out of the Middle East has also been disrupted by the conflict with Iran. In particular, Qatar’s LNG exports account for approximately 18% of global LNG trade and its export facilities were taken offline in March. This disruption in LNG supply out of the Middle East is affecting nitrogen producers reliant on imported LNG, such as nitrogen producers in India, Pakistan, and Bangladesh that have been either temporarily shut down or operating at reduced rates, further constraining global nitrogen supply. Damage to LNG facilities as a result of the conflict with Iran will require repairs prior to resumption of operations. Qatar’s government has reported it will take multiple years to return its operations to full capacity. Furthermore, it is expected that nitrogen producers in the Middle East that have been impacted by the conflict with Iran, including those impacted by lower LNG supply due to damaged LNG facilities, may also require time to resume production at pre-conflict levels.
As a result of all these factors, global nitrogen fertilizer prices have significantly increased since the start of 2026.
We expect that these recent geopolitical events, including the length and extent of the conflict with Iran, viability of shipping through the Strait of Hormuz, and the extent of damage and time to repair energy infrastructure, will impact the future supply demand balance and future selling prices for nitrogen fertilizer products. The scope and duration of these impacts are currently unknown; however, we believe that these global nitrogen supply constraints, as described above, will persist in the near-term.
25

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Government Policies
Since January 20, 2025, the Trump administration has imposed, modified and proposed additional tariffs on a range of products from most countries around the world, including global tariffs and tariffs on imports from Canada pursuant to the International Emergency Economic Powers Act (IEEPA). The Trump administration has negotiated and is negotiating tariff and trade agreements that have resulted in, and will continue to result in, changes to existing tariffs and other trade policies in the United States and globally. From March 6, 2025, the United States excluded from IEEPA-based tariffs any products that entered the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement, such that U.S. tariffs on Canadian imports were not applicable to our Canadian production. Effective November 13, 2025, the Trump administration exempted most fertilizer products, including urea, UAN and AN, but not ammonia, from IEEPA global tariffs announced on April 5, 2025.
On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the president to impose tariffs, including IEEPA-based global tariffs and tariffs on imports from Canada. Invoking other legal authority, the Trump administration responded by imposing a 10% tariff on most products imported into the United States on or after February 24, 2026, which may run for up to 150 days absent further congressional extension. The proclamation imposing the 10% tariff continues the IEEPA tariff exemptions that were applicable to our Canadian production and to most fertilizer products, which are both described above. The Trump administration subsequently launched multiple trade investigations pursuant to section 301 of the Trade Act of 1974 that are expected to result in the imposition of more durable tariffs against a wide range of countries at tariff rates to be determined by the Trump administration after receiving recommendations from the Office of the U.S. Trade Representative. The Supreme Court decision did not modify non-IEEPA tariffs, including tariffs on imports of certain steel and aluminum products and their derivatives which may impact the cost of our capital equipment, including for development and construction at our Blue Point complex. The Trump administration modified the proclamation order regarding metals tariffs on April 2, 2026 with impact that may increase or decrease tariffs on certain products.
Trade agreements that were recently negotiated between the United States and the European Union (EU) and several other countries may be continued or paused, or further negotiations regarding trade agreements may result in changes to the magnitude, timing or other aspects of tariffs between these countries. For example, the EU is continuing discussions with the Trump administration on tariff changes that may be imposed following the U.S. Supreme Court decision as the EU continues to take steps to fully implement the United States-European Union Framework on an Agreement on Reciprocal, Fair, and Balanced Trade, in which the EU committed to eliminate its tariffs on U.S. imports of nitrogen fertilizer products.
There remains ongoing uncertainty regarding tariff developments. Proposed or enacted tariffs and changes to U.S. trading policies may be reinstituted, paused, removed or changed at any time and may also be subject to litigation. Retaliatory tariffs or other imposition of taxes and duties on U.S. exports to trading partners may also be significant and occur at any time. Changes in U.S. trade policy or changes in other countries’ trade policies has and may continue to lead to uncertainty in the global marketplace, impact the supply and demand balance in many regions, and increase the cost of capital equipment and other supplies, which could adversely affect our business, financial condition, results of operations and cash flows.
President Trump signed an Executive Order (EO) on December 6, 2025, on competitive activity in the food supply chain. The EO directs the Attorney General and the Federal Trade Commission to each establish a Food Supply Chain Security Task Force to investigate price-fixing and anti-competitive practices across the sector, including fertilizer, and take action as necessary, including bringing enforcement actions and proposing new regulatory approaches. In addition, following the closure of the Strait of Hormuz and the resulting increase in fertilizer selling prices, as discussed above under “—Geopolitical Environment,” the Trump administration and Congress have increased their scrutiny of the fertilizer industry, and the Trump administration has announced intentions to improve fertilizer costs for farmers. The impact on our business and operations of any actions that the Trump administration or Congress could take to address fertilizer prices is uncertain.
Nitrogen Selling Prices
Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions. Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers. In general, the prevailing global prices for nitrogen products must be at a level to incent the high-cost marginal producer to produce product at a breakeven or above price, or else they would cease production and leave a portion of global demand unsatisfied.
In the first quarter of 2026, the average selling price for our products was $424 per ton, or 28% higher, compared to $332 per ton in the first quarter of 2025. This resulted in an increase in net sales of approximately $401 million for the first quarter of 2026 compared to the first quarter of 2025. Average selling prices for all of our major products were higher in the first quarter of 2026 than in the first quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong
26

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
global demand and global supply constraints that were further impacted by the conflict with Iran. See “Geopolitical Environment,” above.
Nitrogen Sales Volume
Sales volume was 4.7 million tons in the first quarter of 2026 compared to 5.0 million tons in the first quarter of 2025. Lower sales volume resulted in a decrease in net sales of approximately $78 million. The decrease in sales volume was due primarily to lower sales volumes for our AN segment as a result of the idled Yazoo City plant. See “Yazoo City Incident,” below, for additional information. The decrease in sales volume also reflects lower sales volumes for our UAN segment, partially offset by higher sales volumes for our Granular Urea segment due to higher beginning inventory entering 2026 and a production mix that favored granular urea over UAN compared to the first quarter of 2025.
Natural Gas
Natural gas is the principal raw material used to produce our nitrogen products. Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products. Natural gas is the largest and most volatile cost component of the manufacturing cost for our nitrogen products, representing approximately 39% and 34%, respectively, of our production costs in the first three months of 2026 and the year ended December 31, 2025. All of our ammonia manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.
Early in the first quarter of 2026, natural gas prices in North America declined as warmer‑than‑normal weather reduced heating demand. However, prices rose sharply due to extreme weather, supply disruptions, and structurally tighter balances, with the main impact concentrated in late January. The primary catalyst was a winter storm that delivered prolonged, below‑freezing temperatures from Texas through the Midwest and the Northeast. Residential and commercial heating demand surged, with total U.S. gas demand reaching record levels. Daily prices at the Henry Hub, the most heavily-traded natural gas pricing point in North America, spiked dramatically, with spot prices briefly reaching all‑time highs. U.S. LNG feedgas demand was running near record levels entering the winter storm, limiting system flexibility. At the same time demand surged, supply fell sharply due to weather‑related production curtailments impacting multiple basins. The combination of surging demand and falling production triggered unprecedented storage withdrawals. Following the winter storm, a return to more typical weather eased demand and pulled prices lower for the remainder of the first quarter.
The following table presents the average daily market price of natural gas at the Henry Hub and our cost of natural gas used for production, which includes the impact of realized natural gas derivatives:

|  |  | Three Months Ended March 31,
|  |  |  |  |  |  | 2026 |  | 2025 |  | 2026 v. 2025
Average daily market price of natural gas at the Henry Hub (per MMBtu) |  |  |  |  |  |  |  |  | $ | 4.90 |  |  | $ | 4.28 |  |  | $ | 0.62 |  |  | 14 | %
Cost of natural gas used for production in cost of sales(1) (per MMBtu) |  |  |  |  |  |  |  |  | 4.57 |  |  | 3.68 |  |  | 0.89 |  |  | 24 | %

___________________________________________________________________________
(1)Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.
In the first quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 24% to $4.57 per MMBtu from $3.68 per MMBtu in the first quarter of 2025. This increase in natural gas costs resulted in a decrease in gross margin of $76 million compared to the first quarter of 2025.
Yazoo City Incident
In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. Lower sales volumes for our AN segment in the three months ended March 31, 2026, were due primarily to the idled Yazoo City plant. Management is determining the required equipment and installation timeline to rebuild and does not expect production to resume until late in the fourth quarter of 2026 at the earliest based on time required for fabrication and delivery of certain required equipment.
As a result of the property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, we recorded an impairment of certain fixed assets within our North American AN asset group of $25 million, which primarily consisted of machinery and equipment. See “Items Affecting Comparability of Results—Insurance recoveries—property damage,” below, for additional information.
27

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Financial Executive Summary
We reported net earnings attributable to common stockholders of $615 million for the three months ended March 31, 2026 compared to $312 million for the three months ended March 31, 2025, an increase in net earnings of $303 million, or 97%. The increase in net earnings for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due primarily to an increase in gross margin of $174 million, a litigation settlement gain of approximately $170 million, insurance recoveries of $25 million and $24 million of 45Q Tax Credits earned in the three months ended March 31, 2026. The litigation settlement gain and insurance recoveries are discussed further below in “Items Affecting Comparability of Results.” These factors that increased net earnings attributable to common stockholders were partially offset by a higher income tax provision in the first quarter of 2026 compared to the first quarter of 2025.
Gross margin increased by $174 million, or 30%, to $746 million for the three months ended March 31, 2026 compared to $572 million for the three months ended March 31, 2025. The increase in gross margin was due primarily to a 28% increase in average selling prices to $424 per ton in the first quarter of 2026 from $332 per ton in the first quarter of 2025, as discussed above in “Nitrogen Selling Prices,” which increased gross margin by $401 million. The increase in gross margin due to higher average selling prices was partially offset by higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $76 million, and lower sales volume, which decreased gross margin by $34 million.
Diluted net earnings per share attributable to common stockholders increased $2.13 per share, or 115%, to $3.98 per share in the first quarter of 2026 compared to $1.85 per share in the first quarter of 2025, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase programs. Diluted weighted-average common shares outstanding were 154.5 million shares for the three months ended March 31, 2026, a decrease of 8% compared to diluted weighted-average common shares outstanding of 168.8 million shares for the three months ended March 31, 2025.
Items Affecting Comparability of Results
For the three months ended March 31, 2026 and 2025, we reported net earnings attributable to common stockholders of $615 million and $312 million, respectively. In addition to the impact of market conditions and current developments, discussed above, certain items affected the comparability of our financial results for the three months ended March 31, 2026 and 2025. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods. The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.

|  |  | Three Months Ended March 31,
|  |  |  |  | 2026 |  | 2025
|  |  |  |  |  |  | Pre-Tax | After-Tax |  | Pre-Tax | After-Tax
|  |  |  |  |  |  | (in millions)
Unrealized net mark-to-market (gain) loss on natural gas derivatives(1) |  |  |  |  |  |  | $ | (3) |  | $ | (2) |  |  | $ | 2 |  | $ | 1 |
Loss on foreign currency transactions(2)(3) |  |  |  |  |  |  | 3 |  | 3 |  |  | 2 |  | 1 |
Litigation settlement gain |  |  |  |  |  |  | (170) |  | (129) |  |  | — |  | — |
Insurance recoveries—property damage(2) |  |  |  |  |  |  | (25) |  | (19) |  |  | — |  | — |
45Q Tax Credits(2) |  |  |  |  |  |  | (24) |  | (24) |  |  | — |  | — |
Blue Point joint venture development costs(2)(3) |  |  |  |  |  |  | 2 |  | 2 |  |  | — |  | — |
Loss on sale of Ince facility(4) |  |  |  |  |  |  | — |  | — |  |  | 23 |  | 21 |

______________________________________________________________________________
(1)Included in cost of sales in our consolidated statements of operations.
(2)Included in other operating (income) expense—net in our consolidated statements of operations.
(3)Includes results related to the Blue Point joint venture, of which we have a 40% equity interest. The after-tax impact for amounts related to the Blue Point joint venture does not include a tax provision on the 60% attributable to noncontrolling interests.
(4)Included in U.K. operations restructuring in our consolidated statement of operations.
Unrealized net mark-to-market (gain) loss on natural gas derivatives
Natural gas is the largest and most volatile single component of the manufacturing cost for our nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments.
28

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
The derivatives that we use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations. In the three months ended March 31, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $3 million compared to a loss of $2 million in the three months ended March 31, 2025.
Loss on foreign currency transactions
In the three months ended March 31, 2026, we recognized a loss on foreign currency transactions of $3 million compared to a loss of $2 million in the three months ended March 31, 2025. Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.
Litigation settlement gain
In March 2026, CF Industries Sales, LLC and CF Industries Nitrogen, LLC, both subsidiaries of CF Holdings, signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Limited (Orica) and Nelson Brothers Inc. and Nelson Brothers LLC. In connection with the resolution of the litigation pursuant to the settlement, Orica agreed to pay us approximately $170 million in cash no later than April 30, 2026, and issued a press release confirming the settlement terms and Orica’s funding source. The settlement also provided for the termination of the AN purchase agreements entered into in February 2014 between the parties.
Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026. Accordingly, we recognized a gain of approximately $170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the three months ended March 31, 2026.
On April 30, 2026, we received the cash payment from Orica.
Insurance recoveries—property damage
In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. 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.
In the first quarter of 2026, we recognized $25 million of insurance recoveries related to property damage incurred in connection with the Yazoo City incident. The recoveries are included in other operating (income) expense—net in our consolidated statement of operations. See Note 6—Property, Plant and Equipment—Net for additional information.
45Q Tax Credits
In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed. As a result, in the first quarter of 2026, we earned approximately $24 million of 45Q Tax Credits, which is recorded in other operating income (expense)—net in our consolidated statement of operations for the three months ended March 31, 2026.
Blue Point joint venture development costs
In the three months ended March 31, 2026, the Blue Point joint venture incurred development costs that were not eligible for capitalization of approximately $2 million related to the construction of the low-carbon ammonia production facility at our Blue Point complex. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.
Loss on 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.
29

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Consolidated Results of Operations
The following table presents our consolidated results of operations and certain supplemental data for the three months ended March 31, 2026 and 2025:

|  |  | Three Months Ended March 31,
|  |  |  |  |  |  | 2026 |  | 2025 |  | 2026 v. 2025
|  |  |  |  |  |  |  | (dollars in millions, except per share and per MMBtu amounts)
Net sales |  |  |  |  |  |  |  |  | $ | 1,986 |  |  | $ | 1,663 |  |  | $ | 323 |  |  | 19 | %
Cost of sales (COS) |  |  |  |  |  |  |  |  | 1,240 |  |  | 1,091 |  |  | 149 |  |  | 14 | %
Gross margin |  |  |  |  |  |  |  |  | 746 |  |  | 572 |  |  | 174 |  |  | 30 | %
Gross margin percentage |  |  |  |  |  |  |  |  | 37.6 | % |  | 34.4 | % |  | 3.2 | % |  |
Selling, general and administrative expenses |  |  |  |  |  |  |  |  | 103 |  |  | 84 |  |  | 19 |  |  | 23 | %
U.K. operations restructuring |  |  |  |  |  |  |  |  | — |  |  | 23 |  |  | (23) |  |  | (100) | %
Litigation settlement gain |  |  |  |  |  |  |  |  | (170) |  |  | — |  |  | (170) |  |  | N/M
Other operating (income) expense—net |  |  |  |  |  |  |  |  | (44) |  |  | 14 |  |  | (58) |  |  | N/M
Total other operating (income) expense—net |  |  |  |  |  |  |  |  | (111) |  |  | 121 |  |  | (232) |  |  | N/M
Equity in earnings of operating affiliate |  |  |  |  |  |  |  |  | 6 |  |  | 4 |  |  | 2 |  |  | 50 | %
Operating earnings |  |  |  |  |  |  |  |  | 863 |  |  | 455 |  |  | 408 |  |  | 90 | %
Interest expense |  |  |  |  |  |  |  |  | 39 |  |  | 37 |  |  | 2 |  |  | 5 | %
Interest income |  |  |  |  |  |  |  |  | (20) |  |  | (17) |  |  | (3) |  |  | (18) | %
Other non-operating expense (income)—net |  |  |  |  |  |  |  |  | — |  |  | (2) |  |  | 2 |  |  | 100 | %
Earnings before income taxes |  |  |  |  |  |  |  |  | 844 |  |  | 437 |  |  | 407 |  |  | 93 | %
Income tax provision |  |  |  |  |  |  |  |  | 168 |  |  | 86 |  |  | 82 |  |  | 95 | %
Net earnings |  |  |  |  |  |  |  |  | 676 |  |  | 351 |  |  | 325 |  |  | 93 | %
Less: Net earnings attributable to noncontrolling interests |  |  |  |  |  |  |  |  | 61 |  |  | 39 |  |  | 22 |  |  | 56 | %
Net earnings attributable to common stockholders |  |  |  |  |  |  |  |  | $ | 615 |  |  | $ | 312 |  |  | $ | 303 |  |  | 97 | %
Diluted net earnings per share attributable to common stockholders |  |  |  |  |  |  |  |  | $ | 3.98 |  |  | $ | 1.85 |  |  | $ | 2.13 |  |  | 115 | %
Diluted weighted-average common shares outstanding |  |  |  |  |  |  |  |  | 154.5 |  |  | 168.8 |  |  | (14.3) |  |  | (8) | %
Dividends declared per common share |  |  |  |  |  |  |  |  | $ | 0.50 |  |  | $ | 0.50 |  |  | $ | — |  |  | — | %
Natural gas supplemental data (per MMBtu) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Natural gas costs in COS(1) |  |  |  |  |  |  |  |  | $ | 4.95 |  |  | $ | 3.69 |  |  | $ | 1.26 |  |  | 34 | %
Realized derivatives gain in COS(2) |  |  |  |  |  |  |  |  | (0.38) |  |  | (0.01) |  |  | (0.37) |  |  | N/M
Cost of natural gas used for production in COS |  |  |  |  |  |  |  |  | $ | 4.57 |  |  | $ | 3.68 |  |  | $ | 0.89 |  |  | 24 | %
Average daily market price of natural gas at the Henry Hub |  |  |  |  |  |  |  |  | $ | 4.90 |  |  | $ | 4.28 |  |  | $ | 0.62 |  |  | 14 | %
Unrealized net mark-to-market (gain) loss on natural gas derivatives |  |  |  |  |  |  |  |  | $ | (3) |  |  | $ | 2 |  |  | $ | (5) |  |  | N/M
Depreciation and amortization |  |  |  |  |  |  |  |  | $ | 228 |  |  | $ | 221 |  |  | $ | 7 |  |  | 3 | %
Capital expenditures |  |  |  |  |  |  |  |  | $ | 223 |  |  | $ | 132 |  |  | $ | 91 |  |  | 69 | %
Sales volume by product tons (000s) |  |  |  |  |  |  |  |  | 4,683 |  |  | 5,004 |  |  | (321) |  |  | (6) | %
Production volume by product tons (000s): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ammonia(3) |  |  |  |  |  |  |  |  | 2,457 |  |  | 2,617 |  |  | (160) |  |  | (6) | %
Granular urea |  |  |  |  |  |  |  |  | 1,151 |  |  | 1,110 |  |  | 41 |  |  | 4 | %
UAN (32%)(4) |  |  |  |  |  |  |  |  | 1,525 |  |  | 1,856 |  |  | (331) |  |  | (18) | %
AN |  |  |  |  |  |  |  |  | 105 |  |  | 322 |  |  | (217) |  |  | (67) | %

___________________________________________________________________________
N/M—Not Meaningful
(1)Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.
(2)Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.
(3)Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
(4)UAN product tons assume a 32% nitrogen content basis for production volume.
30

Table of Contents
CF INDUSTRIES HOLDINGS, INC.

First Quarter of 2026 Compared to First Quarter of 2025
Net Sales
Our total net sales increased $323 million, or 19%, to $1.99 billion in the first quarter of 2026 compared to $1.66 billion in the first quarter of 2025, due primarily to higher average selling prices, partially offset by lower sales volume.
Our average selling price was $424 per ton in the first quarter of 2026 compared to $332 per ton in the first quarter of 2025. Average selling prices for all of our major products were higher in the first quarter of 2026 than in the first quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The impact of higher average selling prices was an increase in net sales of approximately $401 million for the first quarter of 2026 compared to the first quarter of 2025.
Our total sales volume was 4.7 million product tons in the first quarter of 2026 compared to 5.0 million product tons in the first quarter of 2025, as lower sales volume in our UAN, AN, Ammonia and Other segments was partially offset by higher sales volume in our Granular Urea segment. The impact of lower sales volume was a decrease in net sales of approximately $78 million.
Cost of Sales
Our total cost of sales increased $149 million, or 14%, to $1.24 billion in the first quarter of 2026 from $1.09 billion in the first quarter of 2025. The increase in our cost of sales primarily reflects higher costs in the first quarter of 2026 associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $76 million, partially offset by a decrease in sales volume, which decreased cost of sales by $45 million.
Cost of sales averaged $265 per ton in the first quarter of 2026, a 22% increase compared to $218 per ton in the first quarter of 2025. Our cost of natural gas, including the impact of realized derivatives, increased $0.89 per MMBtu, or 24%, to $4.57 per MMBtu in the first quarter of 2026 from $3.68 per MMBtu in the first quarter of 2025. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $19 million to $103 million in the first quarter of 2026 compared to $84 million in the first quarter of 2025. The increase was due primarily to higher incentive compensation due to strong operating performance and higher costs for certain corporate initiatives.
U.K. Operations Restructuring
In the first quarter of 2025, our previously decommissioned Ince, U.K. facility was sold, including certain liabilities assumed by the buyer. As a result, we recognized a loss of $23 million for the three months ended March 31, 2025.
Litigation Settlement Gain
During the first quarter of 2026, we recognized a gain of approximately $170 million as a result of litigation settled during the period. See “Items Affecting Comparability of Results—Litigation settlement gain,” above, for additional information.
Other Operating (Income) Expense—Net
Other operating (income) expense—net was $44 million of income in the first quarter of 2026 compared to $14 million of expense in the first quarter of 2025. The $44 million of income in the first quarter of 2026 consists primarily of $25 million of insurance recoveries related to the Yazoo City incident and $24 million of 45Q Tax Credits earned as a result of CO 2 sequestered. The $14 million of expense in the first quarter of 2025 consists primarily of costs related to front-end engineering and design studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.
Equity in Earnings of Operating Affiliate
Equity in earnings of operating affiliate was $6 million in the first quarter of 2026 compared to $4 million in the first quarter of 2025. Higher equity in earnings of operating affiliate in the first quarter of 2026 compared to the first quarter of 2025
31

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.
Interest Expense
Interest expense was $39 million in the first quarter of 2026 compared to $37 million in the first quarter of 2025. The increase in interest expense was due primarily to higher outstanding principal amounts of senior notes outstanding compared to the first quarter of 2025, partially offset by higher capitalized interest. Higher outstanding principal amounts of senior notes outstanding reflects the November 2025 issuance of $1 billion aggregate principal amount of 5.300% senior notes due 2035 partially offset by the December 2025 prepayment in full of the outstanding $750 million aggregate principal amount of 4.500% senior secured notes due 2026. See “Liquidity and Capital Resources—Debt—Senior Notes,” below, for additional information on our senior notes.
Interest Income
Interest income was $20 million in the first quarter of 2026 compared to $17 million in the first quarter of 2025. The increase of $3 million was due primarily to returns on higher average cash balances.
Income Tax Provision
For the three months ended March 31, 2026, we recorded an income tax provision of $168 million on pre-tax income of $844 million, or an effective tax rate of 20.0%, compared to an income tax provision of $86 million on pre-tax income of $437 million, or an effective tax rate of 19.8%, for the three months ended March 31, 2025.
Our effective tax rate is impacted by earnings attributable to noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to noncontrolling interests. Our effective tax rate for the three months ended March 31, 2026 of 20.0%, which is based on pre-tax income of $844 million, including $61 million of earnings attributable to noncontrolling interests, would be 1.5 percentage points higher, or 21.5%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $61 million. Our effective tax rate for the three months ended March 31, 2025 of 19.8%, which is based on pre-tax income of $437 million, including $39 million of earnings attributable to noncontrolling interests, would be 1.9 percentage points higher, or 21.7%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $39 million.
Net Earnings Attributable to Noncontrolling Interests
Net earnings attributable to noncontrolling interests increased $22 million to $61 million in the three months ended March 31, 2026 compared to $39 million in the three months ended March 31, 2025 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs and higher costs associated with maintenance activity. The increase in net earnings attributable to higher earnings of CFN was partially offset by the loss attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information on the Blue Point joint venture.
Diluted Net Earnings Per Share Attributable to Common Stockholders
Diluted net earnings per share attributable to common stockholders increased $2.13, or 115%, to $3.98 per share in the first three months of 2026 from $1.85 per share in the first three months of 2025. This increase was due primarily to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase programs. Diluted weighted-average common shares outstanding declined 8% from 168.8 million shares for the three months ended March 31, 2025 to 154.5 million shares for the three months ended March 31, 2026.
32

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Operating Results by Business Segment
Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating (income) expense—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. The following table presents summary operating results by business segment:

| Ammonia |  | Granular Urea(1) |  | UAN(1) |  | AN(1) |  | Other(1) |  | Consolidated
| (dollars in millions)
Three months ended March 31, 2026 |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 627 |  |  | $ | 590 |  |  | $ | 583 |  |  | $ | 58 |  |  | $ | 128 |  |  | $ | 1,986 |
Cost of sales | 400 |  |  | 335 |  |  | 333 |  |  | 69 |  |  | 103 |  |  | 1,240 |
Gross margin | $ | 227 |  |  | $ | 255 |  |  | $ | 250 |  |  | $ | (11) |  |  | $ | 25 |  |  | $ | 746 |
Gross margin percentage | 36.2 | % |  | 43.2 | % |  | 42.9 | % |  | (19.0) | % |  | 19.5 | % |  | 37.6 | %
Three months ended March 31, 2025 |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 520 |  |  | $ | 439 |  |  | $ | 470 |  |  | $ | 101 |  |  | $ | 133 |  |  | $ | 1,663 |
Cost of sales | 334 |  |  | 266 |  |  | 328 |  |  | 85 |  |  | 78 |  |  | 1,091 |
Gross margin | $ | 186 |  |  | $ | 173 |  |  | $ | 142 |  |  | $ | 16 |  |  | $ | 55 |  |  | $ | 572 |
Gross margin percentage | 35.8 | % |  | 39.4 | % |  | 30.2 | % |  | 15.8 | % |  | 41.4 | % |  | 34.4 | %

_______________________________________________________________________________
(1)The cost of ammonia and other products that are upgraded in the production of Granular Urea, UAN, AN and Other products is transferred at cost into the results of those products.
33

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Ammonia Segment
Our Ammonia segment produces anhydrous ammonia (ammonia), which is the base product that we manufacture, containing 82% nitrogen and 18% hydrogen. The results of our Ammonia segment consist of sales of ammonia to external customers for its nitrogen content as a fertilizer, in emissions control and in other industrial applications. In addition, we upgrade ammonia into other nitrogen products such as granular urea, UAN and AN.
The following table presents summary operating data for our Ammonia segment:

| Three Months Ended March 31, |  |
| 2026 |  | 2025 |  | 2026 v. 2025 |  |  |  |  |  |
| (dollars in millions, except per ton amounts)
Net sales | $ | 627 |  |  | $ | 520 |  |  | $ | 107 |  |  | 21 | % |  |  |  |  |  |  |  |
Cost of sales | 400 |  |  | 334 |  |  | 66 |  |  | 20 | % |  |  |  |  |  |  |  |
Gross margin | $ | 227 |  |  | $ | 186 |  |  | $ | 41 |  |  | 22 | % |  |  |  |  |  |  |  |
Gross margin percentage | 36.2 | % |  | 35.8 | % |  | 0.4 | % |  |  |  |  |  |  |  |  |  |
Sales volume by product tons (000s) | 1,103 |  |  | 1,146 |  |  | (43) |  |  | (4) | % |  |  |  |  |  |  |  |
Sales volume by nutrient tons (000s)(1) | 905 |  |  | 940 |  |  | (35) |  |  | (4) | % |  |  |  |  |  |  |  |
Average selling price per product ton | $ | 568 |  |  | $ | 454 |  |  | $ | 114 |  |  | 25 | % |  |  |  |  |  |  |  |
Average selling price per nutrient ton(1) | $ | 693 |  |  | $ | 553 |  |  | $ | 140 |  |  | 25 | % |  |  |  |  |  |  |  |
Gross margin per product ton | $ | 206 |  |  | $ | 162 |  |  | $ | 44 |  |  | 27 | % |  |  |  |  |  |  |  |
Gross margin per nutrient ton(1) | $ | 251 |  |  | $ | 198 |  |  | $ | 53 |  |  | 27 | % |  |  |  |  |  |  |  |
Depreciation and amortization | $ | 61 |  |  | $ | 48 |  |  | $ | 13 |  |  | 27 | % |  |  |  |  |  |  |  |
Unrealized net mark-to-market (gain) loss on natural gas derivatives | $ | (1) |  |  | $ | 1 |  |  | $ | (2) |  |  | N/M |  |  |  |  |  |  |  |

_______________________________________________________________________________
N/M—Not Meaningful
(1)Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2026 Compared to First Quarter of 2025
Net Sales. Net sales in our Ammonia segment increased by $107 million, or 21%, to $627 million in the three months ended March 31, 2026 from $520 million in the three months ended March 31, 2025. The increase in our net sales reflects a 25% increase in average selling prices, partially offset by a 4% decrease in sales volume. Average selling prices increased to $568 per ton in the three months ended March 31, 2026 compared to $454 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above.
Ammonia sales volume in the three months ended March 31, 2026 was 1.10 million tons, a decrease of 4% compared to 1.15 million tons in the three months ended March 31, 2025. The decrease in sales volume was driven by lower supply availability as a result of lower beginning inventory entering 2026 compared to inventory levels entering 2025.
Cost of Sales. Cost of sales in our Ammonia segment averaged $362 per ton in the three months ended March 31, 2026, a 24% increase from $292 per ton in the three months ended March 31, 2025. The increase was due primarily to higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, and higher realized natural gas costs, including the impact of realized derivatives, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Gross Margin. Gross margin in our Ammonia segment increased by $41 million, or 22%, to $227 million in the three months ended March 31, 2026 from $186 million in the three months ended March 31, 2025, and our gross margin percentage was 36.2% in the three months ended March 31, 2026 compared to 35.8% in the three months ended March 31, 2025. The increase in gross margin was due primarily to a 25% increase in average selling prices, which increased gross margin by $139 million. The increase in gross margin due to higher average selling prices was partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $52 million, an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $32 million, and a 4% decrease in sales volume, which decreased gross margin by $16 million. Gross margin also includes the impact of a $1 million unrealized net
34

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
mark-to-market gain on natural gas derivatives in the three months ended March 31, 2026 compared to a loss of $1 million in the three months ended March 31, 2025.
Granular Urea Segment
Our Granular Urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Donaldsonville, Port Neal and Medicine Hat complexes.
The following table presents summary operating data for our Granular Urea segment:

| Three Months Ended March 31, |  |
| 2026 |  | 2025 |  | 2026 v. 2025 |  |  |  |  |  |
| (dollars in millions, except per ton amounts)
Net sales | $ | 590 |  |  | $ | 439 |  |  | $ | 151 |  |  | 34 | % |  |  |  |  |  |  |  |
Cost of sales | 335 |  |  | 266 |  |  | 69 |  |  | 26 | % |  |  |  |  |  |  |  |
Gross margin | $ | 255 |  |  | $ | 173 |  |  | $ | 82 |  |  | 47 | % |  |  |  |  |  |  |  |
Gross margin percentage | 43.2 | % |  | 39.4 | % |  | 3.8 | % |  |  |  |  |  |  |  |  |  |
Sales volume by product tons (000s) | 1,291 |  |  | 1,125 |  |  | 166 |  |  | 15 | % |  |  |  |  |  |  |  |
Sales volume by nutrient tons (000s)(1) | 594 |  |  | 517 |  |  | 77 |  |  | 15 | % |  |  |  |  |  |  |  |
Average selling price per product ton | $ | 457 |  |  | $ | 390 |  |  | $ | 67 |  |  | 17 | % |  |  |  |  |  |  |  |
Average selling price per nutrient ton(1) | $ | 993 |  |  | $ | 849 |  |  | $ | 144 |  |  | 17 | % |  |  |  |  |  |  |  |
Gross margin per product ton | $ | 198 |  |  | $ | 154 |  |  | $ | 44 |  |  | 29 | % |  |  |  |  |  |  |  |
Gross margin per nutrient ton(1) | $ | 429 |  |  | $ | 335 |  |  | $ | 94 |  |  | 28 | % |  |  |  |  |  |  |  |
Depreciation and amortization | $ | 76 |  |  | $ | 71 |  |  | $ | 5 |  |  | 7 | % |  |  |  |  |  |  |  |
Unrealized net mark-to-market gain on natural gas derivatives | $ | (1) |  |  | $ | — |  |  | $ | (1) |  |  | N/M |  |  |  |  |  |  |  |

_______________________________________________________________________________
N/M—Not Meaningful
(1)Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2026 Compared to First Quarter of 2025
Net Sales. Net sales in our Granular Urea segment increased $151 million, or 34%, to $590 million in the three months ended March 31, 2026 from $439 million in the three months ended March 31, 2025. The increase in our net sales reflects a 17% increase in average selling prices, and a 15% increase in sales volume. Average selling prices increased to $457 per ton in the three months ended March 31, 2026 compared to $390 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The increase in sales volume was due primarily to increased supply availability resulting from (i) higher beginning inventory entering 2026 compared to the prior year period and (ii) a production mix that favored granular urea production in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Cost of Sales. Cost of sales in our Granular Urea segment averaged $259 per ton in the three months ended March 31, 2026, a 10% increase from $236 per ton in the three months ended March 31, 2025. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Gross Margin. Gross margin in our Granular Urea segment increased by $82 million, or 47%, to $255 million in the three months ended March 31, 2026 from $173 million in the three months ended March 31, 2025, and our gross margin percentage was 43.2% in the three months ended March 31, 2026 compared to 39.4% in the three months ended March 31, 2025. The increase in gross margin was due primarily to a 17% increase in average selling prices, which increased gross margin by $85 million, and a 15% increase in sales volume, which increased gross margin by $27 million. This increase in gross margin was partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $21 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $10 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2026.
35

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
UAN Segment
Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward, and Yazoo City complexes.
The following table presents summary operating data for our UAN segment:

| Three Months Ended March 31, |  |
| 2026 |  | 2025 |  | 2026 v. 2025 |  |  |  |  |  |
| (dollars in millions, except per ton amounts)
Net sales | $ | 583 |  |  | $ | 470 |  |  | $ | 113 |  |  | 24 | % |  |  |  |  |  |  |  |
Cost of sales | 333 |  |  | 328 |  |  | 5 |  |  | 2 | % |  |  |  |  |  |  |  |
Gross margin | $ | 250 |  |  | $ | 142 |  |  | $ | 108 |  |  | 76 | % |  |  |  |  |  |  |  |
Gross margin percentage | 42.9 | % |  | 30.2 | % |  | 12.7 | % |  |  |  |  |  |  |  |  |  |
Sales volume by product tons (000s) | 1,671 |  |  | 1,875 |  |  | (204) |  |  | (11) | % |  |  |  |  |  |  |  |
Sales volume by nutrient tons (000s)(1) | 526 |  |  | 593 |  |  | (67) |  |  | (11) | % |  |  |  |  |  |  |  |
Average selling price per product ton | $ | 349 |  |  | $ | 251 |  |  | $ | 98 |  |  | 39 | % |  |  |  |  |  |  |  |
Average selling price per nutrient ton(1) | $ | 1,108 |  |  | $ | 793 |  |  | $ | 315 |  |  | 40 | % |  |  |  |  |  |  |  |
Gross margin per product ton | $ | 150 |  |  | $ | 76 |  |  | $ | 74 |  |  | 97 | % |  |  |  |  |  |  |  |
Gross margin per nutrient ton(1) | $ | 475 |  |  | $ | 239 |  |  | $ | 236 |  |  | 99 | % |  |  |  |  |  |  |  |
Depreciation and amortization | $ | 64 |  |  | $ | 73 |  |  | $ | (9) |  |  | (12) | % |  |  |  |  |  |  |  |
Unrealized net mark-to-market (gain) loss on natural gas derivatives | $ | (1) |  |  | $ | 1 |  |  | $ | (2) |  |  | N/M |  |  |  |  |  |  |  |

_______________________________________________________________________________
N/M—Not Meaningful
(1)UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2026 Compared to First Quarter of 2025
Net Sales. Net sales in our UAN segment increased $113 million, or 24%, to $583 million in the three months ended March 31, 2026 from $470 million in the three months ended March 31, 2025 due primarily to a 39% increase in average selling prices, partially offset by an 11% decrease in sales volume. Average selling prices increased to $349 per ton in the three months ended March 31, 2026 compared to $251 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints, including the impacts of geopolitical events. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The decrease in sales volume was due primarily to a production mix that favored granular urea production in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Cost of Sales. Cost of sales in our UAN segment averaged $199 per ton in the three months ended March 31, 2026, a 14% increase from $175 per ton in three months ended March 31, 2025, due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Gross Margin. Gross margin in our UAN segment increased by $108 million, or 76%, to $250 million in the three months ended March 31, 2026 from $142 million in the three months ended March 31, 2025, and our gross margin percentage was 42.9% in the three months ended March 31, 2026 compared to 30.2% in the three months ended March 31, 2025. The increase in gross margin was due primarily to a 39% increase in average selling prices, which increased gross margin by $161 million. The increase in gross margin due to higher average selling prices was partially offset by an 11% decrease in sales volume, which decreased gross margin by $20 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $19 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $16 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2026 compared to a loss of $1 million in the three months ended March 31, 2025.
36

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
AN Segment
Our AN segment produces ammonium nitrate (AN). AN, which has a nitrogen content between 29% and 35%, is produced by combining anhydrous ammonia and nitric acid. AN is used as nitrogen fertilizer and is also used extensively by the commercial explosives industry as a component of explosives. AN is produced at our Yazoo City and Billingham complexes.
The following table presents summary operating data for our AN segment:

| Three Months Ended March 31, |  |
| 2026 |  | 2025 |  | 2026 v. 2025 |  |  |  |  |  |
| (dollars in millions, except per ton amounts)
Net sales | $ | 58 |  |  | $ | 101 |  |  | $ | (43) |  |  | (43) | % |  |  |  |  |  |  |  |
Cost of sales | 69 |  |  | 85 |  |  | (16) |  |  | (19) | % |  |  |  |  |  |  |  |
Gross margin | $ | (11) |  |  | $ | 16 |  |  | $ | (27) |  |  | N/M |  |  |  |  |  |  |  |
Gross margin percentage | (19.0) | % |  | 15.8 | % |  | (34.8) | % |  |  |  |  |  |  |  |  |  |
Sales volume by product tons (000s) | 130 |  |  | 328 |  |  | (198) |  |  | (60) | % |  |  |  |  |  |  |  |
Sales volume by nutrient tons (000s)(1) | 45 |  |  | 113 |  |  | (68) |  |  | (60) | % |  |  |  |  |  |  |  |
Average selling price per product ton | $ | 446 |  |  | $ | 308 |  |  | $ | 138 |  |  | 45 | % |  |  |  |  |  |  |  |
Average selling price per nutrient ton(1) | $ | 1,289 |  |  | $ | 894 |  |  | $ | 395 |  |  | 44 | % |  |  |  |  |  |  |  |
Gross margin per product ton | $ | (85) |  |  | $ | 49 |  |  | $ | (134) |  |  | N/M |  |  |  |  |  |  |  |
Gross margin per nutrient ton(1) | $ | (244) |  |  | $ | 142 |  |  | $ | (386) |  |  | N/M |  |  |  |  |  |  |  |
Depreciation and amortization | $ | 3 |  |  | $ | 8 |  |  | $ | (5) |  |  | (63) | % |  |  |  |  |  |  |  |
Unrealized net mark-to-market (gain) loss on natural gas derivatives | $ | — |  |  | $ | — |  |  | $ | — |  |  | — | % |  |  |  |  |  |  |  |

_______________________________________________________________________________
N/M—Not Meaningful
(1)AN represents between 29% and 35% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
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. Management is determining the required equipment and installation timeline to rebuild and does not expect production to resume until late in the fourth quarter of 2026 at the earliest based on time required for fabrication and delivery of certain required equipment. See “Market Conditions and Current Developments—Yazoo City Incident,” above, for additional information. The Yazoo City incident does not impact AN production at our Billingham complex.
First Quarter of 2026 Compared to First Quarter of 2025
Net Sales. Net sales in our AN segment decreased $43 million, or 43%, to $58 million in the three months ended March 31, 2026 from $101 million in the three months ended March 31, 2025 due to a 60% decrease in sales volume, partially offset by a 45% increase in average selling prices. Average selling prices increased to $446 per ton in the three months ended March 31, 2026 compared to $308 per ton in the three months ended March 31, 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints, including the impacts of geopolitical events. See “Market Conditions and Current Developments—Geopolitical Environment,” above. Higher average selling prices also reflect a higher proportion of AN sales in the United Kingdom compared to the first quarter of 2025. The decrease in sales volume was due primarily to lower supply availability due to lower production in the first quarter of 2026 as a result of the idled Yazoo City plant described above.
Cost of Sales. Cost of sales in our AN segment averaged $531 per ton in the three months ended March 31, 2026, a 105% increase from $259 per ton in the three months ended March 31, 2025. The increase was due primarily to (i) higher costs associated with maintenance activity, including certain unabsorbed fixed costs resulting from our idled Yazoo City plant, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, and (ii) a higher proportion of AN sales in the United Kingdom compared to the first quarter of 2025, which include higher costs per ton due to purchasing ammonia for upgrade to AN compared to the cost of natural gas used to produce ammonia.
Gross Margin. Gross margin in our AN segment decreased $27 million to $(11) million in the three months ended March 31, 2026 from $16 million in the three months ended March 31, 2025, and our gross margin percentage was (19.0)% in
37

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
the three months ended March 31, 2026 compared to 15.8% in the three months ended March 31, 2025. The decrease in gross margin was due primarily to a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $19 million, and a 60% decrease in sales volume, which decreased gross margin by $18 million. The decrease in gross margin was partially offset by a 45% increase in average selling prices, which increased gross margin by $10 million.
Other Segment
Our Other segment primarily includes the following products:
•diesel exhaust fluid (DEF), an aqueous urea solution typically made with 32.5% or 50% high-purity urea and the remainder deionized water;
•urea liquor, a liquid product that we sell in concentrations of 40%, 50% and 70% high-purity urea as a chemical intermediate; and
•nitric acid, a nitrogen-based mineral acid that is used in the production of nitrate-based fertilizers, nylon precursors and other specialty chemicals.
The following table presents summary operating data for our Other segment:

| Three Months Ended March 31, |  |
| 2026 |  | 2025 |  | 2026 v. 2025 |  |  |  |  |  |
| (dollars in millions, except per ton amounts)
Net sales | $ | 128 |  |  | $ | 133 |  |  | $ | (5) |  |  | (4) | % |  |  |  |  |  |  |  |
Cost of sales | 103 |  |  | 78 |  |  | 25 |  |  | 32 | % |  |  |  |  |  |  |  |
Gross margin | $ | 25 |  |  | $ | 55 |  |  | $ | (30) |  |  | (55) | % |  |  |  |  |  |  |  |
Gross margin percentage | 19.5 | % |  | 41.4 | % |  | (21.9) | % |  |  |  |  |  |  |  |  |  |
Sales volume by product tons (000s) | 488 |  |  | 530 |  |  | (42) |  |  | (8) | % |  |  |  |  |  |  |  |
Sales volume by nutrient tons (000s)(1) | 96 |  |  | 106 |  |  | (10) |  |  | (9) | % |  |  |  |  |  |  |  |
Average selling price per product ton | $ | 262 |  |  | $ | 251 |  |  | $ | 11 |  |  | 4 | % |  |  |  |  |  |  |  |
Average selling price per nutrient ton(1) | $ | 1,333 |  |  | $ | 1,255 |  |  | $ | 78 |  |  | 6 | % |  |  |  |  |  |  |  |
Gross margin per product ton | $ | 51 |  |  | $ | 104 |  |  | $ | (53) |  |  | (51) | % |  |  |  |  |  |  |  |
Gross margin per nutrient ton(1) | $ | 260 |  |  | $ | 519 |  |  | $ | (259) |  |  | (50) | % |  |  |  |  |  |  |  |
Depreciation and amortization | $ | 16 |  |  | $ | 13 |  |  | $ | 3 |  |  | 23 | % |  |  |  |  |  |  |  |
Unrealized net mark-to-market (gain) loss on natural gas derivatives | $ | — |  |  | $ | — |  |  | $ | — |  |  | — | % |  |  |  |  |  |  |  |

_______________________________________________________________________________
(1)Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2026 Compared to First Quarter of 2025
Net Sales. Net sales in our Other segment decreased by $5 million, or 4%, to $128 million in the three months ended March 31, 2026 from $133 million in the three months ended March 31, 2025 due to an 8% decrease in sales volume, partially offset by a 4% increase in average selling prices. The decrease in sales volume was due primarily to lower DEF sales volume due in part to the ongoing outage at our Yazoo City complex. See “AN Segment—Yazoo City Incident,” above, for additional information. Average selling prices increased by 4% due primarily to a tighter global nitrogen supply and demand balance and the impacts of geopolitical events. See “Market Conditions and Current Developments—Geopolitical Environment,” above.
Cost of Sales. Cost of sales in our Other segment averaged $211 per ton in the three months ended March 31, 2026, a 44% increase from $147 per ton in the three months ended March 31, 2025, due primarily to higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. See “AN Segment—Yazoo City Incident,” above, for additional information.
Gross Margin. Gross margin in our Other segment decreased by $30 million, or 55%, to $25 million in the three months ended March 31, 2026 from $55 million in the three months ended March 31, 2025, and our gross margin percentage was 19.5% in the three months ended March 31, 2026 compared to 41.4% in the three months ended March 31, 2025. The decrease in gross margin was due primarily to a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $25 million, an 8% decrease in sales volume, which decreased gross margin by $7 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $4 million. These
38

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
factors that decreased gross margin were partially offset by a 4% increase in average selling prices, which increased gross margin by $6 million.
Liquidity and Capital Resources
Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, dividends, and our clean energy initiatives. Our working capital requirements are affected by several factors, including demand for our products, selling prices, the level of customer advances, raw material costs, freight costs and seasonal factors inherent in the business. We may also utilize our cash to fund acquisitions. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement. At March 31, 2026, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.
As of March 31, 2026, our cash and cash equivalents balance was $2.04 billion, an increase of $60 million from $1.98 billion at December 31, 2025, and consisted of the following:

| March 31, 2026 |  | December 31, 2025
| (in millions)
Cash and cash equivalents, excluding amounts related to Blue Point Number One, LLC | $ | 1,788 |  |  | $ | 1,852 |
Cash and cash equivalents—Blue Point Number One, LLC | 254 |  |  | 130 |
Total cash and cash equivalents | $ | 2,042 |  |  | $ | 1,982 |

Cash Equivalents
Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. 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. 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.
Blue Point Joint Venture
On April 8, 2025, we formed the Blue Point joint venture with JERA and Mitsui to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana. We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture.
The Blue Point joint venture is expected to construct an ATR ammonia production facility with a CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029.
We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. 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 June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, with a subsidiary of Linde plc for them to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility.
In addition, we plan to invest approximately $550 million to build the Common Facilities at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading. The Common Facilities will be constructed with a similar timeline as the ammonia production facility noted above.
39

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.
Capital Spending
We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy. Capital expenditures totaled $223 million in the first three months of 2026 compared to $132 million in the first three months of 2025.

| March 31, 2026 |  | March 31, 2025
| (in millions)
Existing operations | $ | 132 |  |  | $ | 130 |
Blue Point joint venture(1) | 65 |  |  | — |
Blue Point complex Common Facilities | 20 |  |  | — |
Capitalized interest | 6 |  |  | 2 |
Total capital expenditures | $ | 223 |  |  | $ | 132 |

_______________________________________________________________________________
(1)Amounts represent 100% of the Blue Point joint venture capital spending, of which 60% is funded by our joint venture partners through capital contributions to the joint venture. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.
The Blue Point joint venture is consolidated in our financial statements, including our statements of cash flows. We currently anticipate that our consolidated capital expenditures for the full year 2026 to be approximately $1.3 billion, consisting of approximately $550 million for our existing operations and approximately $600 million representing the Blue Point joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex. Also, we anticipate our 2026 capital spending will include approximately $150 million related to our construction of the Common Facilities at the Blue Point complex.
Of the Blue Point joint venture’s $600 million of planned 2026 capital expenditures, approximately $240 million will be funded by us, representing our 40% equity interest in the Blue Point joint venture, and approximately $360 million will be funded by our partners in the joint venture, representing their combined 60% equity interest in the Blue Point joint venture.
For 2026, we anticipate that our capital expenditures will be funded primarily from available cash, including cash from operations, in addition to contributions received from our Blue Point joint venture partners pursuant to periodic capital calls as discussed under “Blue Point Joint Venture,” above.
Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties. Any of these changes in planned capital expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows. See “—Forward-Looking Statements” for additional risks related to our planned capital expenditures.
Yazoo City Incident
In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. Management is determining the required equipment and installation timeline to rebuild and does not expect production to resume until late in the fourth quarter of 2026 at the earliest based on time required for fabrication and delivery of certain required equipment.
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.
40

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Our projected consolidated capital expenditures for the full year 2026 related to our existing operations of $550 million, as noted under Capital Spending, above, does not include an estimate of the capital expenditures for the rebuild of the Yazoo City plant, which we anticipate will commence in the second quarter of 2026. We expect a significant portion of these capital expenditures will be offset by property insurance proceeds. In April 2026, we received initial proceeds of $75 million.
Share Repurchase Programs
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.
In the three months ended March 31, 2026, we repurchased approximately 155,000 shares under the 2025 Share Repurchase Program for $15 million. In the three months ended March 31, 2025, we repurchased approximately 5.4 million shares under the 2022 Share Repurchase Program for $434 million.
Canada Revenue Agency Competent Authority Matter
For tax years after 2011, certain of our Canadian subsidiaries were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities in connection with transfer pricing matters. In order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, we made income tax deposits to the Canadian taxing authorities of CAD $130 million (approximately $95 million) during the first quarter of 2026. The income tax deposits were recorded as noncurrent income tax-related assets and will be applied against the final assessments upon resolution by the competent authorities. For the amounts ultimately owed and paid to the Canadian taxing authorities, the Company will seek refunds of related taxes paid in the United States.
Debt
Revolving Credit Agreement
We have a senior unsecured revolving credit facility (the Revolving Credit Agreement), which provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030 and includes a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement.
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
41

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin. We are required to pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time. The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant.
As of March 31, 2026, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. In addition, there were no borrowings outstanding under the Revolving Credit Agreement during the three months ended March 31, 2026, or as of December 31, 2025.
Letters of Credit Under Reimbursement Agreement
We are party to a reimbursement agreement providing for the issuance of up to $425 million of letters of credit. As of March 31, 2026, approximately $335 million of letters of credit were outstanding under this agreement. The primary purpose of the letters of credit outstanding is to provide credit support to Canadian taxing authorities for amounts related to certain tax years that were reassessed and objected to, and which have been accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities.
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, 2043 and 2044 (the Public Senior Notes), each series of notes is guaranteed by CF Holdings. Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified redemption prices.
Pursuant to Rule 3-10 of Regulation S-X and Rule 12h-5 of the Exchange Act, subsidiary issuers of obligations guaranteed by their parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into such parent company’s consolidated financial statements, such related guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. CF Holdings owns substantially all of its assets and conducts substantially all of its operations through CF Industries, and CF Industries is consolidated into CF Holdings’ financial statements. Our Public Senior Notes either meet the conditions of this requirement or are otherwise not required to be presented. Accordingly, separate consolidated financial statements of CF Industries have not been presented.
Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, summarized financial information for CF Industries has been excluded because the assets, liabilities and results of operations of CF Industries are not materially different than the corresponding amounts in CF Holdings’ consolidated financial statements, and because management believes such summarized financial information would not be material for investors.
42

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
Forward Sales and Customer Advances
We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.
Customer advances, which typically represent a portion of the contract’s value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time control transfers to the customer, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of March 31, 2026 and December 31, 2025, we had $132 million and $77 million, respectively, in customer advances on our consolidated balance sheets.
While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors, including current market conditions, our customers’ outlook of future market fundamentals and seasonality. During periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Additionally, borrowing under the Revolving Credit Agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.
Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.
Derivative Financial Instruments
We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. As of March 31, 2026, our open natural gas derivative contracts consisted of natural gas basis swaps for 9.0 million MMBtus of natural gas. As of December 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 13.5 million MMBtus of natural gas.
Defined Benefit Pension Plans
In the fourth quarter of 2025, pursuant to the implementation of our retirement plan strategy for our Canadian and U.K. pension plans, we entered into agreements with insurance companies to purchase non-participating group buy-in annuity contracts (buy-in contracts), and for one of our Canadian plans, a non-participating group buy-out annuity contract that transferred the majority of the plan’s projected benefit obligation to the insurance company. While the buy-in contracts did not transfer the projected benefit obligations to the insurance companies, they were structured to align with the projected benefits for each of the plans and are held as pension trust assets. As a result of these transactions, we do not expect to have significant required contributions for our Canadian or U.K. pension plans.
As a result of the planned windup of our U.S. pension plan with an effective termination date of December 31, 2025, we expect to contribute approximately $9 million to this plan in 2026, representing the estimated plan termination liability.
Distributions to Noncontrolling Interest in CFN
On January 30, 2026, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2025, and on January 30, 2026, CFN distributed $201 million to CHS for this distribution period. The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2026 is approximately $88 million.
Cash Flows
Net cash provided by operating activities during the first three months of 2026 was $496 million, a decrease of $90 million, compared to $586 million in the first three months of 2025. The decrease in cash flow from operations was due primarily to cash used for changes in working capital, which included lower customer advances, higher accounts receivable and lower accounts payable and accrued expenses, and income tax deposits made to Canadian taxing authorities during the first
43

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
quarter of 2026 of approximately $95 million. These factors that resulted in lower cash from operations in the first three months of 2026 were partially offset by higher earnings driven by higher gross margin compared to the prior year period.
Net cash used in investing activities was $225 million in the first three months of 2026 compared to $126 million in the first three months of 2025. Capital expenditures totaled $223 million during the first three months of 2026 compared to $132 million in the first three months of 2025. Our capital expenditures for the first three months of 2026 included $65 million related to the Blue Point joint venture and $20 million related to the Blue Point complex Common Facilities.
Net cash used in financing activities was $199 million in the first three months of 2026 compared to $671 million in the first three months of 2025. The decrease in net cash used in financing activities was due primarily to (i) a decrease in share repurchases, (ii) contributions from noncontrolling interests of $117 million in the first three months of 2026, and (iii) a decrease in dividends paid on common stock due to lower shares outstanding as a result of common shares repurchased under our share repurchase programs. In the first three months of 2026, we paid $28 million for share repurchases compared to $444 million in the first three months of 2025. In the first three months of 2026, dividends paid on common stock were $78 million compared to $86 million in the first three months of 2025. These factors that resulted in lower cash used in financing activities were partially offset by higher distributions to noncontrolling interests.
Critical Accounting Estimates
During the first three months of 2026, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recent Accounting Pronouncement
See Note 2—New Accounting Standard for a discussion of a recently issued accounting pronouncement that is not yet adopted.
Forward-Looking Statements
From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our prospects, future developments and business strategies. We use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this document.
Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026. Such factors include, among others:
•our ability to complete the projects at our Blue Point complex, including the construction of a low-carbon ammonia production facility with our joint venture partners and scalable infrastructure on schedule and on budget or at all;
•our ability to fund the capital expenditure needs related to the joint venture at our Blue Point complex, which may exceed our current estimates;
•the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results;
•the global commodity nature of our nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers;
•announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for our capital projects and maintenance;
44

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
•conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;
•the volatility of natural gas prices in North America and globally;
•weather conditions and the impact of adverse weather events;
•the seasonality of the fertilizer business;
•the impact of changing market conditions on our forward sales programs;
•difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery;
•reliance on third party providers of transportation services and equipment, including those related to carbon dioxide sequestration;
•our reliance on a limited number of key facilities;
•risks associated with cybersecurity;
•acts of terrorism and regulations to combat terrorism;
•the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
•risks associated with international operations;
•our ability to manage our indebtedness and any additional indebtedness that may be incurred;
•risks associated with changes in tax laws and adverse determinations by taxing authorities, including any potential changes in tax regulations and our qualification for tax credits;
•risks involving derivatives and the effectiveness of our risk management and hedging activities;
•potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
•regulatory provisions and requirements related to greenhouse gas emissions and sustainability matters, including announced or future changes in environmental, climate change or sustainability laws;
•the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects;
•risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required; and
•failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for information on our market risk exposure due to changes in commodity prices, interest rates and foreign currency exchange rates, and our utilization of natural gas derivatives and an analysis of the sensitivity of these derivatives. As of March 31, 2026, we had open natural gas derivative contracts for 9.0 million MMBtus covering certain periods through March 2027.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
45

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
PART II—OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended March 31, 2026.

| Issuer Purchases of Equity Securities
Period | Total number of shares (or units) purchased |  | Average price paid per share (or unit)(1) |  | Total number of shares (or units) purchased as part of publicly announced plans or programs(2) |  | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands)(2)
January 1, 2026 - January 31, 2026 | 75,395 |  | (3) | $ | 80.21 |  |  | — |  |  | $ | 1,721,844 |
February 1, 2026 - February 28, 2026 | 196,217 |  | (4) | 97.30 |  |  | 155,108 |  |  | 1,706,845 |
March 1, 2026 - March 31, 2026 | 332 |  | (5) | 134.76 |  |  | — |  |  | 1,706,845 |
Total | 271,944 |  |  | $ | 92.61 |  |  | 155,108 |  |  |

_______________________________________________________________________________
(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2025 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.
(2)On May 6, 2025, we announced that our Board of Directors authorized the repurchase of up to $2 billion of CF Holdings common stock effective through December 31, 2029. This share repurchase program is discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs in Part I of this Quarterly Report on Form 10-Q and in Note 16—Stockholders’ Equity, in the Notes to Unaudited Consolidated Financial Statements included in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q.
(3)Amount represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
(4)Includes 41,109 shares withheld to pay employee tax obligations upon the lapse of restrictions on performance restricted stock units.
(5)Amount represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
ITEM 5. OTHER INFORMATION.
During the quarter ended March 31, 2026, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.
ITEM 6. EXHIBITS.

A list of exhibits filed with this Quarterly Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index below.

46

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
EXHIBIT INDEX

Exhibit No. | Description
10.1 | Separation and Release Agreement, dated January 12, 2026, between CF Industries Holdings, Inc. and Gregory D. Cameron (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 13, 2026)
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 |  | The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) Notes to Unaudited Consolidated Financial Statements
104 |  | Cover Page Interactive Data File (embed within the Inline XBRL document and included in Exhibit 101)

47

Table of Contents
CF INDUSTRIES HOLDINGS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | CF INDUSTRIES HOLDINGS, INC. |
| Date: May 7, 2026 | By: | /s/ CHRISTOPHER D. BOHN |
|  |  | Christopher D. Bohn President and Chief Executive Officer (Principal Executive Officer) |
| Date: May 7, 2026 | By: | /s/ RICHARD A. HOKER |
|  |  | Richard A. Hoker Vice President and Corporate Controller and Interim Chief Financial Officer (Principal Financial Officer) |

48