CF Industries Holdings (CF) 10-K risk factor changes: FY2025 vs FY2024

Our industry is cyclical, and our operating results are highly dependent upon and fluctuate based upon changes in supply and demand of nitrogen [removed: products] [added: products,] and our business, financial condition, results of operations and cash flows tend to be negatively affected in periods of industry oversupply.

Demand also includes industrial uses of nitrogen, for [removed: example] [added: example,] chemical manufacturing and emissions reductants such as diesel exhaust fluid (DEF).

[removed: In the past,] [added: During such periods,] nitrogen manufacturers, including the Company, have built new production [removed: facilities] [added: capacity] or expanded capacity of existing production assets, or [added: have] announced plans to do so.

[removed: The construction] [added: Construction] of new [removed: nitrogen manufacturing] [added: production] capacity in the industry, and improvements to increase output from existing production assets, increase nitrogen supply availability and place downward pressure on nitrogen selling prices, particularly when supply growth outpaces demand growth.

Additional nitrogen production capacity [added: has come online in the past 12 months and] is expected to [removed: come online] [added: continue to do so globally] over the next 12 months.

In addition, we and other companies have announced plans to build new facilities for low-carbon ammonia, such as our [removed: proposed plans for an export-oriented greenfield] [added: ongoing development of a] low-carbon ammonia production facility [added: at our Blue Point complex] in Louisiana.

[removed: Also,] [added: Additionally,] global or local economic, political and financial conditions or changes in such conditions, or other factors, may cause acceleration of announced and/or ongoing [removed: projects.][added: projects, which could further impact nitrogen selling prices.]

Similarly, lower energy prices can spur increases in [removed: production in high-cost regions,] [added: production,] which would result in increased supply and pressure on selling prices.

Customers tend to make their purchasing decisions of these products principally on the basis of delivered price and, to a lesser extent, [added: low-carbon attributes, reliability,] customer service and product quality.

Furthermore, state-owned competitors may be willing to accept lower prices and profitability on their products, or may have their production inputs or [removed: consumption subsidized in order to support domestic employment or to foster other political or social goals.]

[added: We may not be] able to be competitive with these entities, including if we are not able to expand our own resources to a similar extent, either through investments in new or existing operations or through acquisitions or joint ventures.

China, the world’s largest producer and consumer of nitrogen fertilizers, currently has [removed: surplus capacity and many high-cost plants.][added: a government policy to limit exports of nitrogen fertilizers through a variety of measures.]

[removed: A] [added: However, a] number of factors could encourage China to [removed: increase product capacity utilization or] expand exports of nitrogen fertilizers, including changes in Chinese government policy, [added: higher utilization of production capacity,] devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal.

We also face competition from other fertilizer producers in the Middle East, Europe, [removed: Latin America] [added: Africa,] and [removed: Africa.][added: the Western Hemisphere, including Canada and Trinidad and Tobago (Trinidad).]

In addition, in recent years, high volumes of urea ammonium nitrate solution (UAN) imports from Russia [removed: and Trinidad and Tobago (Trinidad)] have negatively affected U.S. producers’ UAN profitability.

Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, [added: environmental] or [removed: environmental/carbon] [added: carbon] policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, India, and the Middle East.

For example, the imposition of duties, tariffs or quotas in a [removed: region] [added: region, such as the European Union’s imposition of additional and increasing tariffs on nitrogen fertilizers from Russia that began in July 2025,] can directly impact product pricing in that region, which can lead to changes in global trade flows and impact the global supply and demand balance and pricing.

[removed: However, proposed] [added: Changes to] tariffs on imports into the United States, [removed: potential] retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may also impact prices or trade flows.

For example, [removed: in October 2019,] the European Commission [removed: (the Commission) imposed] [added: recently extended through January 6, 2031,] definitive anti-dumping duties on imports to the European Union (EU) of UAN manufactured in Russia, Trinidad and the United States.

For example, ethanol production in the United States contributes significantly to corn demand, representing approximately [removed: 40%] [added: 35%] of total U.S. corn demand, and is impacted by federal legislation mandating renewable fuels use.

[removed: increases in] [added: Mandated] ethanol production [added: increases] have [removed: led to an increase in] [added: increased] the amount of corn grown in the United States and [removed: to increased] [added: related] fertilizer [removed: usage for corn.][added: usage.]

[removed: Conversely, while the current Renewable] Fuel Standard encourages continued high levels of corn-based ethanol production, various interested parties have called to eliminate or reduce the renewable fuel mandate, or to eliminate or reduce corn-based ethanol as part of [removed: the renewable fuel] [added: such] mandate.

For example, the United Kingdom [removed: has] implemented an assurance scheme [removed: beginning] in 2024 to limit the use of unprotected or uninhibited urea products between January and March of every year.

In recent years, [added: U.S.] LNG export capabilities [removed: of the United States] have [removed: expanded] [added: expanded,] and [added: U.S.] LNG exports [removed: from the United States] have increased, resulting in the United States becoming [removed: the] [added: a] leading exporter of LNG [removed: globally as of 2023, and such] [added: globally, with further] expanded capabilities and [added: export] increases [removed: in exports are] expected [removed: to continue] following the resumption of U.S. export permitting in 2025.

[removed: Increased demand for natural gas, particularly in the Gulf Coast] Region, due to increased industrial demand and increased natural gas exports, could result in increased natural gas prices.

Over the [removed: longer-term,] [added: longer term,] changes in weather patterns may shift the periods of demand for products and even the regions to which our products are distributed, which could require us to evolve our distribution system.

Therefore, persistent significant changes in river or ocean water levels (either up or down, such as a result of flooding, drought or climate change, for [removed: example),] [added: example)] may require changes to our operating and distribution activities and/or significant capital improvements to our facilities.

In addition, adverse weather events, such as [added: extreme cold temperatures,] storms, hurricanes, tornadoes, or floods, not only can cause loss of power or other impacts to our facilities or damage to or delays in logistics capabilities disrupting our operations, but also can impact the supply of natural gas and utilities and cause prices to rise.

[added: In contrast, we and other] fertilizer producers generally manufacture and distribute products throughout the year.

[removed: The seasonality of fertilizer demand generally] results in our sales volumes and net sales being the highest during the spring and our working capital requirements to build inventory being the highest just prior to the start of the spring planting season.

Our transportation and distribution [removed: activities] [added: activities, including those related to carbon dioxide (CO2) sequestration,] rely on third party providers and are subject to environmental, safety and regulatory oversight.

We rely on natural gas pipelines to transport [added: natural gas, the principal] raw [removed: materials] [added: material used in our production process,] to our manufacturing facilities.

These transportation operations, equipment and services are subject to various hazards and other sources of disruption, including adverse operating conditions [added: on the inland waterway system or on the seas with respect to]

[removed: on the inland waterway system or on the seas with respect to] oceangoing vessels, adverse weather conditions, system failures, unscheduled downtime, labor difficulties or shortages, shutdowns, delays, accidents such as spills and derailments, vessel groundings and other accidents and operating hazards.

These transportation operations, equipment and [removed: services] [added: services, including those related to CO2 sequestration,] are also subject to environmental, safety, and regulatory oversight.

Governmental entities could implement new or more stringent regulatory requirements affecting the transportation of raw materials or finished [removed: products.][added: products or affecting the transportation or sequestration of CO2.]

In the United States and Canada, the railroad industry continues various efforts to limit its potential liability with respect to transportation of [removed: Toxic Inhalation Hazard] [added: toxic inhalation hazard] materials, such as the [removed: anhydrous] ammonia we transport to and from our manufacturing and distribution facilities.

[removed: These] [added: Additionally, the railroad] initiatives could [removed: materially and adversely affect our operating expenses and potentially our ability to transport anhydrous ammonia and] increase our liability for releases of our [removed: anhydrous] ammonia while in the care, custody and control of the railroads, third parties or us, for which our insurance may be insufficient or unavailable.

Our nitrogen manufacturing facilities are located at nine separate nitrogen complexes, the largest of which is the Donaldsonville complex, which represented approximately 40% of our ammonia production capacity as of December 31, [removed: 2024.][added: 2025.]

For example, our Donaldsonville and Waggaman [removed: complexes] [added: complexes, and our under development Blue Point complex,] are located in an area of the United States that experiences extreme weather events, including a relatively high level of hurricane or high wind activity, and several of our other complexes are also located in areas that experience extreme weather events.

consumption subsidized in order to support domestic employment or to foster other political or social goals.

Conversely, while the current Renewable

Increased demand for natural gas, particularly in the Gulf Coast

The seasonality of fertilizer demand generally

Further to our clean energy strategy, we recently launched low-carbon ammonia production at our Donaldsonville complex and have ongoing investments in our Yazoo City and Blue Point complexes.

This production and these investments are dependent on our third-party providers, including their CO2 pipelines and sequestration wells, for the transport and permanent sequestration of CO2.

The inability of our third-party providers to develop or operate CO2 pipelines and sequestration wells would impact our ability to generate tax credits and recognize revenue for low-carbon ammonia sales.

These initiatives could materially and adversely affect our operating expenses and potentially our ability to transport ammonia, including the impact of potential rail mergers, which if approved, would reduce the number of Class I railroads available to transport ammonia.

The protection of such information, as well as our proprietary information, is critical to us, and we are subject to various laws and regulations globally regarding privacy and data protection, including laws and regulations relating to the collection, storage, handling, use, disclosure, transfer, and safekeeping of personal information.

and warehouses or the transportation and use of fertilizers and other nitrogen products.

currency freely convertible into U.S. dollars, or hedging through foreign currency derivatives.

Further, we are subject to continually evolving GHG regulations and other environmental laws and regulations in various jurisdictions.

Changes in these regulations in any jurisdiction to which we are subject, or in their interpretation, administration or enforcement, may have a material adverse effect on our business, financial condition, results of operations and cash flows and may increase costs associated with compliance, particularly in the event of a cross-jurisdictional conflict.

Consequently, in the event that we need to

The One Big Beautiful Bill Act, enacted in July 2025, further modified carbon sequestration tax credits and limited the duration of the clean hydrogen production tax credits.

The laws and regulations across jurisdictions are increasingly complex and sometimes conflicting.

More stringent environmental, health and safety laws and

Our production facilities emit GHGs, such as CO2 and nitrous oxide.

For example, adoption of a proposed rule to repeal the GHG emissions reporting obligations for most source categories, without changes to the IRS’ guidance on the process for documenting clean energy tax credits, may delay or eliminate our ability to realize anticipated tax credits or limit our low-carbon ammonia export opportunities.

Those regulations are being reviewed at the federal and provincial levels in 2026, which could result in an increase in the costs our Canadian facilities incur.

Beginning on January 1, 2026, importers of nitrogen fertilizer products into the EU became subject to its carbon border adjustment mechanism (CBAM) and will be required to purchase certificates in 2027 reflecting the direct and indirect carbon emissions embedded in covered imports.

While some EU member state officials, including from France and Italy, are advocating that the EU Commission temporarily suspend the application of the CBAM to fertilizers, or for fertilizers to be wholly excluded from it, the EU has not yet adopted an exemption process, and it remains unclear whether such efforts will be successful.

Other governments are also considering border taxes for carbon-intensive products, including the United Kingdom, which is introducing a carbon border adjustment mechanism currently expected to apply from January 1, 2027.

In 2025, hydrogen was estimated to account for approximately 2% of global energy needs.

For example in October 2025, Louisiana’s government established new permitting criteria and policy guidance for the state’s Class VI underground injection control program for carbon sequestration, including emphasizing public engagement, economic development, and local community investment, and imposed an indefinite moratorium on all new applications for Class VI underground injection wells while the state works through pending applications.

In the

We have and may enter into joint ventures to invest in our business.

For example, in 2025, we entered into a joint venture with two Japanese partners to build a greenfield plant to produce low-carbon ammonia.

This joint venture and other similar

- 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;

- 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;

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

- 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.

We may not be

As a result, the domestic nitrogen industry in China is operating at less than full capacity.

In addition, the Chinese government is currently limiting exports through a variety of measures.

The European Commission launched its five-year review of these duties in October 2024, which continues into 2025.

How long and at what level these duties will remain in effect and their long-term impact on the global market for nitrogen products are uncertain.

Mandated

In contrast, we and other

The protection of such information, as well as our proprietary information, is critical to us.

In the United States, these security laws include the

We may selectively reduce some foreign currency exchange rate

acceptable terms or within an acceptable timeframe, if at all.

Additionally,

Expansion or modification of our existing operations or development of new operations is predicated upon securing

The EU finalized its overall carbon border adjustment mechanism in May 2023.

During the interim phase, covering imports, including nitrogenous fertilizers, entering the EU from the fourth quarter of 2023 through the fourth quarter of 2025, importers must file quarterly reports on the emissions intensity of covered products.

For imports that enter the EU starting in 2026, charges will be required for emissions over certain thresholds, with the EU still to set forth additional details.

Other governments are also considering border taxes for carbon intensive products.

Hydrogen currently accounts for approximately 1% of the world’s energy needs.

types of environmental attributes.

Some of our largest contemplated projects involve joint ventures.

For example, we have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. The JDAs guide our evaluation of potential joint ventures to build a greenfield ammonia plant to supply low-carbon ammonia to developing energy markets and traditional ammonia markets where demand for low-carbon product is emerging.

may limit our ability to assist and oversee the design and implementation of the joint venture’s business as well as its accounting, legal, governance, human resources, information technology, and other administrative systems.

- regulatory restrictions and requirements related to GHG emissions;

- failure of technologies to perform, develop or be available as expected.

For a discussion and analysis of the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2023] [added: 2024] Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February [removed: 22, 2024.][added: 20, 2025.]

*•Market [removed: Conditions*][added: Conditions and Current Developments*]

Our [added: 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 [removed: reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.][added: reach.]

Our principal assets as of December 31, [removed: 2024] [added: 2025] include:

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 89% and CHS Inc. (CHS) owns the remainder (see Note [removed: 19—Noncontrolling Interest] [added: 18—Noncontrolling Interests] for additional information on our strategic venture with CHS);

- an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; [removed: and]

- a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity [removed: method.][added: method; and]

[removed: We believe this strategy builds upon our] [added: Our] leadership in ammonia production [added: enables us] to [removed: capture emerging opportunities] [added: drive continued operational excellence in our underlying business while investing in decarbonization technologies] to produce ammonia with a lower carbon intensity [removed: (“low-carbon ammonia”)] than that of ammonia produced through traditional [removed: processes.][added: processes (“low-carbon ammonia”).]

[removed: These opportunities include traditional] [added: Traditional] applications [removed: in agriculture] [added: include agriculture, where low-carbon nitrogen products can be used] to [removed: help] reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol [removed: production, enabling production of sustainable aviation fuel, among other purposes.][added: production.]

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 [removed: ammonia.][added: ammonia production.]

[removed: Construction] [added: In July 2025, construction, commissioning and start-up] of the dehydration and compression unit at our Donaldsonville complex [removed: is in advanced stages, with an estimated] [added: was completed for a] total cost of approximately $200 [removed: million over the life of the project.][added: million.]

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 [removed: million over the life of the project.][added: million.]

For each facility we have contracted with ExxonMobil to transport and [removed: sequester] [added: permanently store] the captured [removed: CO2 in permanent geologic storage.][added: CO2.]

At [removed: Donaldsonville,] [added: Yazoo City,] CCS is expected to commence in [removed: 2025] [added: 2028, following construction, commissioning] and [added: start-up, and] annually [removed: will sequester] [added: is expected to enable the transportation and sequestration of] up to approximately [removed: 2 million] [added: 500,000] metric tons of CO2 that would otherwise have been emitted [removed: to] [added: into] the atmosphere.

[removed: Each] [added: The] project [removed: is expected to qualify] [added: qualifies for tax credits] under Section 45Q of the Internal Revenue Code [removed: for] [added: (45Q Tax Credits), which provide a] tax [removed: credits] [added: credit] per metric ton of [removed: sequestered CO2.][added: CO2 captured and disposed of in secure geological storage.]

Decarbonization projects in our existing network [removed: also include our] [added: included an] electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO2 emissions.

[removed: In addition] [added: We continue] to [added: engage in] discussions with existing [added: and potential] customers who have interest in using low-carbon ammonia for traditional [removed: applications, we are engaged in discussions regarding] [added: applications as well as for] the supply of low-carbon ammonia for new applications.

The customers for our products make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on [added: low-carbon attributes,] reliability, customer service and product quality.

The development of additional natural gas reserves in North America has decreased natural gas costs in North America relative to the rest of the world, making North [removed: American nitrogen fertilizer producers more competitive.]

[removed: The] North American nitrogen fertilizer [removed: market] [added: demand] for certain products is dependent on imports to balance supply and demand, and imports traditionally account for a significant portion of nitrogen fertilizer products consumed in North America.

Market [removed: Conditions][added: Conditions and Current Developments]

The average selling price for our products was [removed: $313] [added: $372] per ton in [removed: 2024] [added: 2025] compared to [removed: $347] [added: $313] per ton in [removed: 2023.][added: 2024.]

The [removed: 10% decrease] [added: 19% increase] in the average selling price for our products in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] resulted in a year-over-year [removed: decrease] [added: increase] in net sales of approximately [removed: $716 million.][added: $1.06 billion.]

Our total sales volume was 1% [removed: lower] [added: higher] in [removed: 2024] [added: 2025] than in [removed: 2023,] [added: 2024,] due primarily to [removed: lower] [added: higher] sales volume in our [removed: UAN, AN] [added: Ammonia] and [removed: Other] [added: UAN] segments, partially offset by [removed: higher] [added: lower] sales volume in our [removed: Ammonia segment as a result of the Waggaman acquisition on December 1, 2023.][added: Granular Urea and AN segments.]

We shipped [removed: 18.9] [added: 19.1] million tons of product in [removed: 2024] [added: 2025] compared to [removed: 19.1] [added: 18.9] million tons in [removed: 2023.][added: 2024.]

Sales volume for our products in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] is shown in the table below.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Ammonia | | | [removed: 4,085] [added: 4,597] | | | | | | $ | [removed: 1,736] [added: 2,176] | | | | | [removed: 3,546] [added: 4,085] | | | | | | $ | [removed: 1,679] [added: 1,736] | | | | | [removed: 3,300] [added: 3,546] | | | | | | $ | [removed: 3,090] [added: 1,679] | |

| Granular Urea | | | [removed: 4,522] [added: 4,109] | | | | | | [removed: 1,600] [added: 1,781] | | | | | | [removed: 4,570] [added: 4,522] | | | | | | [removed: 1,823] [added: 1,600] | | | | | | [removed: 4,572] [added: 4,570] | | | | | | [removed: 2,892] [added: 1,823] | | |

| UAN | | | [removed: 6,771] [added: 6,947] | | | | | | [removed: 1,678] [added: 2,161] | | | | | | [removed: 7,237] [added: 6,771] | | | | | | [removed: 2,068] [added: 1,678] | | | | | | [removed: 6,788] [added: 7,237] | | | | | | [removed: 3,572] [added: 2,068] | | |

| AN | | | [removed: 1,464] [added: 1,327] | | | | | | [removed: 419] [added: 421] | | | | | | [removed: 1,571] [added: 1,464] | | | | | | [removed: 497] [added: 419] | | | | | | [removed: 1,594] [added: 1,571] | | | | | | [removed: 845] [added: 497] | | |

| Other(1) | | | [removed: 2,101] [added: 2,077] | | | | | | [removed: 503] [added: 545] | | | | | | [removed: 2,206] [added: 2,101] | | | | | | [removed: 564] [added: 503] | | | | | | [removed: 2,077] [added: 2,206] | | | | | | [removed: 787] [added: 564] | | |

| Total | | | [removed: 18,943] [added: 19,057] | | | | | | $ | [removed: 5,936] [added: 7,084] | | | | | [removed: 19,130] [added: 18,943] | | | | | | $ | [removed: 6,631] [added: 5,936] | | | | | [removed: 18,331] [added: 19,130] | | | | | | $ | [removed: 11,186] [added: 6,631] | |

Natural gas is [removed: a significant cost] [added: the largest and most volatile] component of [added: the manufacturing cost for] our [removed: manufactured] nitrogen products, representing approximately [removed: 28%] [added: 34%] and [removed: 40%,] [added: 28%,] respectively, of our production costs in [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[added: All of our ammonia] manufacturing [removed: facilities] [added: plants] are located in the United States and Canada.

The average daily market price of natural gas at the Henry [removed: Hub, the most heavily-traded natural gas pricing point in North America, was $4.25 per MMBtu for the period] [added: Hub] from January 1, [removed: 2025] [added: 2026] through February [removed: 14, 2025.][added: 20, 2026 was $6.32 per MMBtu.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] v. [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2023] [added: 2024] v. [removed: 2022] [added: 2023] | | | | | | | | |

| Average daily market price of natural gas Henry Hub (Louisiana) | | | $ | [removed: 2.25] [added: 3.53] | | | | | $ | [removed: 2.53] [added: 2.25] | | | | | $ | [removed: 6.38] [added: 2.53] | | | | | $ | [removed: (0.28)] [added: 1.28] | | | | | [removed: (11)] [added: 57] | | % | | | | $ | [removed: (3.85)] [added: (0.28)] | | | | | [removed: (60)] [added: (11)] | | % |

The total cost of natural gas used for production at our manufacturing facilities, which includes the impact of realized natural gas derivatives, [removed: decreased 35%] [added: increased 38%] to [removed: $2.40] [added: $3.31] per MMBtu in [removed: 2024] [added: 2025] from [removed: $3.67] [added: $2.40] per MMBtu in [removed: 2023.][added: 2024.]

In July 2025, we completed a significant decarbonization project at our Donaldsonville, Louisiana, complex to enable the production of 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.

In addition, our low-carbon products are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European regulations on the price of carbon.

- a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct a 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 unique capabilities include: advantaged production, unmatched distribution and logistics network, operational excellence and disciplined capital stewardship.

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

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

*Decarbonizing our existing network*

The dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO2 annually, depending on gross ammonia production and consumption of CO2 for upgraded products.

This sequestered CO2 would otherwise be emitted into the atmosphere.

ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO2.

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 CO2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery.

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

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

The U.S. Environmental Protection Agency issued the final Class VI permits for Rose in October 2025.

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

The Yazoo City CCS project is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO2 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 CO2 equivalent emissions by over 600,000 metric tons on an annual basis.

*Blue Point joint venture*

On April 8, 2025, we formed the Blue Point joint venture, 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.

Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA had a conditional option that, if the specified condition were met, JERA could reduce its ownership percentage below 35% but not lower than 20%.

We would have had the right and obligation to increase our ownership by the same amount had JERA opted to reduce its ownership.

The option expired and is no longer exercisable.

The Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 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 year ended December 31, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture.

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

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 CO2 generated from its production of ammonia.

*•Acquisition of Waggaman Ammonia Production Facility*

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

Our strategy also strengthens our existing business.

We execute our strategy across four dimensions:

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

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

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

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

At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere.

Upon identification and remediation of the issue, we expect to resume commissioning activities.

At full electrolyzer capacity, we will be able to produce approximately 20,000 tons of low-carbon ammonia per year.

Our decarbonization projects also include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.

In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia.

ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia

production process by more than 90% compared to conventional ammonia plants.

The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies.

Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.

We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity.

Our evaluation includes assessing whether the ammonia production technology under consideration will satisfy carbon intensity and other requirements for potential end users.

Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.

Average selling prices for all of our major products were lower in 2024 than in 2023, as lower global energy costs reduced the global market clearing price required to meet global demand.

In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down and lost production at certain of our plants.

Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and resold approximately 62,000 tons of ammonia and 48,000 tons of granular urea at near breakeven margins in order to fulfill sales commitments.

The plant downtime led to approximately $75 million of additional costs in the first quarter of 2024 for maintenance, repairs and certain unabsorbed fixed costs.

The acquisition of the Waggaman ammonia production facility closed on December 1, 2023, and therefore provided incremental net sales in the first eleven months of 2024.

As a result, the Waggaman acquisition increased our 2024 sales volume by 644,000 tons and increased our net sales by $249 million due to the incremental eleven months of ownership compared to 2023.

Most of our

In the first quarter of 2024, warmer-than-normal average temperatures in North America drove lower heating demand for natural gas, in spite of a short-lived period of extremely cold temperatures in January 2024 that affected most of North America.

North American natural gas supply remained strong through the quarter, with a decline in supply occurring near the end of the quarter as producers responded to a weaker price environment.

In addition, although the higher cost for natural gas outside of North America incentivized liquefaction facilities in the United States to export domestic natural gas during the first quarter of 2024, an outage at the Freeport liquefied natural gas facility limited total gas exports, supporting domestic supply.

During the second quarter of 2024, there was a decline in natural gas supply as producers responded to a weaker price environment, limiting the domestic supply available to be injected into storage during the quarter.

In addition, natural gas demand for power generation reached record levels in the second quarter of 2024 as higher-than-normal temperatures drove increased cooling demand.

In the third quarter of 2024, the decline in natural gas supply continued as producers curtailed production in response to low natural gas prices.

Natural gas demand from the power generation sector set records despite increased solar and wind generation, as low natural gas prices increased demand for gas-fired power.

Liquefied natural gas exports were steady through the quarter as delays on commissioning of new facilities and maintenance activities at existing plants held exports at levels reached during the second quarter of 2024.

Natural gas in storage remained above historical levels despite continued below-average injections into storage during the third quarter.

During the fourth quarter of 2024, natural gas supply increased as producers responded to higher prices by restarting previously curtailed production.

After a warm start to the quarter, December temperatures turned colder-than-normal, raising demand for heat and power generation.

Liquefied natural gas exports increased to the highest level of the year due to strong global demand for natural gas and the startup of a new liquefaction facility in the U.S. Gulf.

The higher demand decreased the storage surplus compared to historical levels.

A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea, UAN (assuming a 32% nitrogen content) and AN by approximately [removed: $33,] [added: $32,] $22, $14 and $16, respectively.

As of December 31, [removed: 2024,] [added: 2025,] we had natural gas derivative contracts covering certain periods through March [removed: 2025.][added: 2027.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had open natural gas derivative contracts for [removed: 16.0] [added: 13.5] million MMBtus and [removed: 49.0] [added: 16.0] million MMBtus, respectively.

A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, [removed: 2024] [added: 2025] would result in a favorable change in the fair value of these derivative positions of approximately [removed: $14] [added: $13] million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by approximately [removed: $14] [added: $13] million.

As of December 31, [removed: 2024,] [added: 2025,] we had four series of senior notes totaling [removed: $3.00] [added: $3.25] billion of principal outstanding with maturity dates of [removed: December 1, 2026,] March 15, 2034, [added: November 26, 2035,] June 1, 2043 and March 15, 2044.

As of December 31, [removed: 2024,] [added: 2025,] the carrying value and fair value of our senior notes was approximately [removed: $2.97] [added: $3.22] billion and [removed: $2.83] [added: $3.13] billion, respectively.

Our primary exposure to interest rate risk results from borrowings under [removed: the Revolving Credit Agreement,] [added: our revolving credit agreement,] if any, which bear current market rates of interest plus a specified margin.

As of [added: December 31, 2025] and [added: 2024, and] during the years [removed: ended December 31, 2024 and 2023,] [added: then ended,] there were no borrowings outstanding under [removed: the Revolving Credit Agreement.][added: our revolving credit agreement.]

Our [added: 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 [removed: reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.][added: reach.]

Our principal assets as of December 31, [removed: 2024] [added: 2025] include:

- an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; [removed: and]

- a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity [removed: method.][added: method; and]

[removed: As a result of its minority equity] interest in CFN, CHS is entitled to semi-annual cash distributions from CFN.

See Note [removed: 19—Noncontrolling Interest] [added: 18—Noncontrolling Interests] for additional information on our strategic venture with CHS.

For the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we sold [removed: 18.9 million,] 19.1 [added: million, 18.9] million and [removed: 18.3] [added: 19.1] million product tons generating net sales of [removed: $5.94] [added: $7.08] billion, [removed: $6.63] [added: $5.94] billion and [removed: $11.19] [added: $6.63] billion, respectively.

[added: Copies of our Corporate Governance] Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development Committee, Corporate Governance and Nominating Committee, and Environmental Sustainability and Community Committee of our Board of Directors (the Board) are also available on our Internet website.

[removed: We believe this strategy builds upon our] [added: Our] leadership in ammonia production [added: enables us] to [removed: capture emerging opportunities] [added: drive continued operational excellence in our underlying business while investing in decarbonization technologies] to produce ammonia with a lower carbon intensity [removed: (“low-carbon ammonia”)] than that of ammonia produced through traditional [removed: processes.][added: processes (“low-carbon ammonia”).]

[removed: These opportunities include traditional] [added: Traditional] applications [removed: in agriculture] [added: include agriculture, where low-carbon nitrogen products can be used] to [removed: help] reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol [removed: production, enabling production of sustainable aviation fuel, among other purposes.][added: production.]

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 [removed: ammonia.][added: ammonia production.]

[removed: Construction] [added: In July 2025, construction, commissioning and start-up] of the dehydration and compression unit at our Donaldsonville complex [removed: is in advanced stages, with an estimated] [added: was completed for a] total cost of approximately $200 [removed: million over the life of the project.][added: million.]

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 [removed: million over the life of the project.][added: million.]

For each facility we have contracted with ExxonMobil to transport and [removed: sequester] [added: permanently store] the captured [removed: CO2 in permanent geologic storage.][added: CO2.]

At [removed: Donaldsonville,] [added: Yazoo City,] CCS is expected to commence in [removed: 2025] [added: 2028, following construction, commissioning] and [added: start-up, and] annually [removed: will sequester] [added: is expected to enable the transportation and sequestration of] up to approximately [removed: 2 million] [added: 500,000] metric tons of CO2 that would otherwise have been emitted [removed: to] [added: into] the atmosphere.

[removed: Each] [added: The] project [removed: is expected to qualify] [added: qualifies for tax credits] under Section 45Q of the Internal Revenue Code [removed: for] [added: (45Q Tax Credits), which provide a] tax [removed: credits] [added: credit] per metric ton of [removed: sequestered CO2.][added: CO2 captured and disposed of in secure geological storage.]

[removed: In addition] [added: We continue] to [added: engage in] discussions with existing [added: and potential] customers who have interest in using low-carbon ammonia for traditional [removed: applications, we are engaged in discussions regarding the supply of low-carbon ammonia] [added: applications as well as] for new applications.

We were founded in 1946 as Central Farmers Fertilizer [removed: Company,] [added: Company] and were owned by a group of regional agriculture cooperatives for the first 59 years of our existence.

Central Farmers [added: Fertilizer Company] became CF Industries in 1970.

In connection with the IPO, we consummated a reorganization transaction whereby we ceased to be a cooperative and our pre-IPO owners’ equity interests in CF Industries were cancelled in exchange for [removed: all of] the proceeds of the offering and shares of our common stock.

At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility in Louisiana, United States; a joint venture nitrogen manufacturing facility in Alberta, Canada, of which we owned [removed: 66 percent;] [added: 66%;] a phosphate mining and manufacturing operation in Florida, United States; and distribution facilities throughout North America.

Prior to April 30, 2013, we owned [removed: 66 percent] [added: 66%] of Canadian Fertilizers Limited (CFL), a joint venture nitrogen manufacturing facility in Alberta, Canada.

On April 30, 2013, CF Industries acquired [removed: all of] the outstanding interests in CFL that it did not already own and CFL became our wholly owned subsidiary.

These plants increased our overall production capacity by approximately 25%, improved our product mix flexibility at Donaldsonville, and improved our ability to serve upper-Midwest urea customers from our Port Neal [removed: location.][added: complex.]

On April 2, 2018, Terra Nitrogen GP Inc., the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, completed its purchase of all [removed: of] the publicly traded common units of TNCLP (the Purchase).

Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, [removed: 100 percent] [added: 100%] of the general and limited partnership interests of TNCLP.

See Note [removed: 22—Segment] [added: 21—Segment] Disclosures for additional information.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Ammonia | | | [removed: 4,085] [added: 4,597] | | | | | | $ | [removed: 1,736] [added: 2,176] | | | | | [removed: 3,546] [added: 4,085] | | | | | | $ | [removed: 1,679] [added: 1,736] | | | | | [removed: 3,300] [added: 3,546] | | | | | | $ | [removed: 3,090] [added: 1,679] | |

| Granular Urea | | | [removed: 4,522] [added: 4,109] | | | | | | [removed: 1,600] [added: 1,781] | | | | | | [removed: 4,570] [added: 4,522] | | | | | | [removed: 1,823] [added: 1,600] | | | | | | [removed: 4,572] [added: 4,570] | | | | | | [removed: 2,892] [added: 1,823] | | |

| UAN | | | [removed: 6,771] [added: 6,947] | | | | | | [removed: 1,678] [added: 2,161] | | | | | | [removed: 7,237] [added: 6,771] | | | | | | [removed: 2,068] [added: 1,678] | | | | | | [removed: 6,788] [added: 7,237] | | | | | | [removed: 3,572] [added: 2,068] | | |

| AN | | | [removed: 1,464] [added: 1,327] | | | | | | [removed: 419] [added: 421] | | | | | | [removed: 1,571] [added: 1,464] | | | | | | [removed: 497] [added: 419] | | | | | | [removed: 1,594] [added: 1,571] | | | | | | [removed: 845] [added: 497] | | |

| Other(1) | | | [removed: 2,101] [added: 2,077] | | | | | | [removed: 503] [added: 545] | | | | | | [removed: 2,206] [added: 2,101] | | | | | | [removed: 564] [added: 503] | | | | | | [removed: 2,077] [added: 2,206] | | | | | | [removed: 787] [added: 564] | | |

| Total | | | [removed: 18,943] [added: 19,057] | | | | | | $ | [removed: 5,936] [added: 7,084] | | | | | [removed: 19,130] [added: 18,943] | | | | | | $ | [removed: 6,631] [added: 5,936] | | | | | [removed: 18,331] [added: 19,130] | | | | | | $ | [removed: 11,186] [added: 6,631] | |

Gross margin was [removed: $2.06] [added: $2.72] billion, [removed: $2.55] [added: $2.06] billion and [removed: $5.86] [added: $2.55] billion for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

We own and operate eight manufacturing facilities in North America, [removed: including] [added: consisting of] six manufacturing facilities in the United States, and two in Canada.

As of December 31, [removed: 2024,] [added: 2025,] the combined production capacity of these eight facilities represented approximately 40%, [removed: 40%,] [added: 41%,] 44% and 19% of North American ammonia, granular urea, UAN and AN production capacity, respectively.

The following table shows the production capacities as of December 31, [removed: 2024] [added: 2025] at each of our manufacturing facilities:

| Port Neal (Iowa) | | | [removed: 1,230] [added: 1,280] | | | | | | 65 | | | | | | 800 | | | | | | [removed: 1,350] [added: 1,440] | | | | | | — | | | | | | 290 | | |

| Yazoo City [removed: (Mississippi)(8)(9)] [added: (Mississippi)(8)(9)(10)] | | | 570 | | | | | | — | | | | | | 160 | | | | | | — | | | | | | 1,035 | | | | | | 125 | | |

In July 2025, we completed a significant decarbonization project at our Donaldsonville, Louisiana, complex to enable the production of 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.

In addition, our low-carbon products are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European regulations on the price of carbon.

- a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct a 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.

As a result of its minority equity

Our unique capabilities include: advantaged production, unmatched distribution and logistics network, operational excellence and disciplined capital stewardship.

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

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

Decarbonizing our existing network

The dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO2 annually, depending on gross ammonia production and consumption of CO2 for upgraded products.

This sequestered CO2 would otherwise be emitted into the atmosphere.

ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO2.

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 CO2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery.

Upon receiving its Class VI permit, ExxonMobil plans to transition to dedicated permanent storage,

starting with its Rose CCS project (Rose).

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

The U.S. Environmental Protection Agency issued the final Class VI permits for Rose in October 2025.

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

The Yazoo City CCS project is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO2 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 CO2 equivalent (CO2e) emissions by over 600,000 metric tons on an annual basis.

Blue Point joint venture

On April 8, 2025, we formed the Blue Point joint venture 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.

Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA had a conditional option that, if the specified condition were met, JERA could reduce its ownership percentage below 35% but not lower than 20%.

We would have had the right and obligation to increase our ownership by the same amount had JERA opted to reduce its ownership.

The option expired and is no longer exercisable.

The Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 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 year ended December 31, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture.

Copies of our Corporate Governance

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

Our strategy also strengthens our existing business.

We execute our strategy across four dimensions:

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

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

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

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

At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere.

Decarbonization projects in our existing network also include our electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO2 emissions.

Commissioning of the 20-megawatt alkaline water electrolysis plant to produce hydrogen was suspended due to an issue experienced in the fourth quarter of 2024.

Upon identification and remediation of the issue, we expect to resume commissioning activities.

At full electrolyzer capacity, we will be able to produce approximately 20,000 tons of low-carbon ammonia per year.

Our decarbonization projects also include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.

In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia.

ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia production process by more than 90% compared to conventional ammonia plants.

The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies.

Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.

We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity.

Our evaluation includes assessing whether the ammonia production technology under consideration will satisfy carbon intensity and other requirements for potential end users.

Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.

| Plants | | | 9 | | | | | | 552 | | | | | | 3 | | | | | | 315 | | | | | | 6 | | | | | | 551 | | | | | | 2 | | | | | | 148 | | |

| Leased(3) | | | 5 | | | | | | 69 | | | | | | 3 | | | | | | 23 | | | | | | 13 | | | | | | 188 | | | | | | — | | | | | | — | | |

| Total In-Market | | | 26 | | | | | | 804 | | | | | | 3 | | | | | | 23 | | | | | | 22 | | | | | | 424 | | | | | | — | | | | | | — | | |

customers and their customers to store significant quantities of this product.

In the United States, GHG regulation is evolving at state, regional and federal levels, although some of the more significant developments to date, including efforts of the United States Environmental Protection Agency (EPA) to regulate GHG emissions from fossil fuel-fired power plants, do not directly impose obligations on our facilities.

We are and may be, from time to time, party to various legal proceedings, government investigations and environmental proceedings.

Legal proceedings may include ordinary, routine legal proceedings related to the usual conduct of our business and proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities.

In addition, from time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, [removed: 2024] [added: 2025] (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of the registrant’s common stock, was [removed: $13,288,724,410.][added: $14,796,888,341.]

[removed: 169,536,803] [added: 153,668,821] shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of January [removed: 31, 2025.][added: 30, 2026.]

Portions of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K.

The Proxy Statement will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the [removed: 2024] [added: 2025] fiscal year, or, if the registrant does not file the Proxy Statement within such 120-day period, the registrant will amend this Annual Report on Form 10-K to include the information required under Part III of Form 10-K not later than the end of such 120-day period.

| | | | [Item [removed: 1.](#i60ae87a02c77423dac381667b474d844_13)] [added: 1.](#i44220803825648f79ed7960fe5bf35a4_13)] | | | [removed: [Business](#i60ae87a02c77423dac381667b474d844_13)] [added: [Business](#i44220803825648f79ed7960fe5bf35a4_13)] | | | [removed: [1](#i60ae87a02c77423dac381667b474d844_13)] [added: [1](#i44220803825648f79ed7960fe5bf35a4_13)] | | |

| | | | [Item [removed: 1A.](#i60ae87a02c77423dac381667b474d844_16)] [added: 1A.](#i44220803825648f79ed7960fe5bf35a4_16)] | | | [Risk [removed: Factors](#i60ae87a02c77423dac381667b474d844_16)] [added: Factors](#i44220803825648f79ed7960fe5bf35a4_16)] | | | [removed: [12](#i60ae87a02c77423dac381667b474d844_16)] [added: [14](#i44220803825648f79ed7960fe5bf35a4_16)] | | |

| | | | [Item [removed: 1B.](#i60ae87a02c77423dac381667b474d844_19)] [added: 1B.](#i44220803825648f79ed7960fe5bf35a4_19)] | | | [Unresolved Staff [removed: Comments](#i60ae87a02c77423dac381667b474d844_19)] [added: Comments](#i44220803825648f79ed7960fe5bf35a4_19)] | | | [removed: [28](#i60ae87a02c77423dac381667b474d844_19)] [added: [30](#i44220803825648f79ed7960fe5bf35a4_19)] | | |

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| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i60ae87a02c77423dac381667b474d844_97)] [added: Firm](#i44220803825648f79ed7960fe5bf35a4_97)] | | | [removed: [57](#i60ae87a02c77423dac381667b474d844_97)] [added: [64](#i44220803825648f79ed7960fe5bf35a4_97)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#i60ae87a02c77423dac381667b474d844_100)] [added: Operations](#i44220803825648f79ed7960fe5bf35a4_100)] | | | [removed: [59](#i60ae87a02c77423dac381667b474d844_100)] [added: [66](#i44220803825648f79ed7960fe5bf35a4_100)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i60ae87a02c77423dac381667b474d844_103)] [added: Income](#i44220803825648f79ed7960fe5bf35a4_103)] | | | [removed: [60](#i60ae87a02c77423dac381667b474d844_103)] [added: [67](#i44220803825648f79ed7960fe5bf35a4_103)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i60ae87a02c77423dac381667b474d844_106)] [added: Sheets](#i44220803825648f79ed7960fe5bf35a4_106)] | | | [removed: [61](#i60ae87a02c77423dac381667b474d844_106)] [added: [68](#i44220803825648f79ed7960fe5bf35a4_106)] | | |

| | | | | | | [Consolidated Statements of [removed: Equity](#i60ae87a02c77423dac381667b474d844_109)] [added: Equity](#i44220803825648f79ed7960fe5bf35a4_109)] | | | [removed: [62](#i60ae87a02c77423dac381667b474d844_109)] [added: [69](#i44220803825648f79ed7960fe5bf35a4_109)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i60ae87a02c77423dac381667b474d844_112)] [added: Flows](#i44220803825648f79ed7960fe5bf35a4_112)] | | | [removed: [63](#i60ae87a02c77423dac381667b474d844_112)] [added: [70](#i44220803825648f79ed7960fe5bf35a4_112)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i60ae87a02c77423dac381667b474d844_115)] [added: Statements](#i44220803825648f79ed7960fe5bf35a4_115)] | | | [removed: [64](#i60ae87a02c77423dac381667b474d844_115)] [added: [71](#i44220803825648f79ed7960fe5bf35a4_115)] | | |

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| [PART [removed: IV](#i60ae87a02c77423dac381667b474d844_241)] [added: III](#i44220803825648f79ed7960fe5bf35a4_241)] | | | | | | | | | | | |

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| | | | [Item [removed: 16.](#i60ae87a02c77423dac381667b474d844_247)] [added: 16.](#i44220803825648f79ed7960fe5bf35a4_265)] | | | [Form 10-K [removed: Summary](#i60ae87a02c77423dac381667b474d844_247)] [added: Summary](#i44220803825648f79ed7960fe5bf35a4_265)] | | | [removed: [113](#i60ae87a02c77423dac381667b474d844_247)] [added: [118](#i44220803825648f79ed7960fe5bf35a4_265)] | | |

| [PART I](#i44220803825648f79ed7960fe5bf35a4_10) | | | | | | | | | | | |

| [PART II](#i44220803825648f79ed7960fe5bf35a4_37) | | | | | | | | | | | |

| [PART IV](#i44220803825648f79ed7960fe5bf35a4_259) | | | | | | | | | | | |

| [PART I](#i60ae87a02c77423dac381667b474d844_10) | | | | | | | | | | | |

| [PART II](#i60ae87a02c77423dac381667b474d844_37) | | | | | | | | | | | |

| [PART III](#i60ae87a02c77423dac381667b474d844_223) | | | | | | | | | | | |

The Audit Committee also receives [removed: regular] [added: quarterly] updates on the efficacy of our cybersecurity program and risk management from our chief information officer and other members of management that are tasked with monitoring cybersecurity risks.

Our cybersecurity strategy prioritizes governance, [added: identification,] protection, detection, analysis, [removed: and] response [added: and recovery] to known, anticipated, or unexpected cyber [removed: threats, effective management of cyber risks and resilience against cyber incidents.][added: threats.]

We consistently evaluate the threat landscape, [removed: adopting] [added: utilizing] a multifaceted approach to cybersecurity risks that through a zero trust strategy [removed: focusing] [added: focuses] on prevention, detection, and mitigation, which includes the following programs and practices:

We remain committed to increasing investments in cybersecurity, which includes providing additional training for end-users, [removed: adopting] [added: utilizing] a zero trust methodology, identifying and safeguarding critical assets, and reinforcing monitoring and alerting capabilities.

The strategy emphasizes effective management of cyber risks and resilience against cyber threats.

CF INDUSTRIES HOLDINGS, INC.

Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February [removed: 10, 2025,] [added: 16, 2026,] there were [removed: 657] [added: 629] stockholders of record.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended December 31, [removed: 2024:][added: 2025:]

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2022 Share Repurchase Program, as defined below, [added: or the 2025 Share Repurchase Program, as defined below,] is the execution price, excluding commissions paid to brokers and excise taxes.

(2)On November 2, 2022, we announced that our Board of Directors [added: (the Board)] authorized the repurchase of up to $3 billion of CF Holdings common stock, which [removed: is] [added: was] effective through December 31, 2025 (the 2022 Share Repurchase Program).

[removed: This] [added: These] share repurchase [removed: program is] [added: programs are] discussed in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs and in Note [removed: 20—Stockholders’] [added: 19—Stockholders’] Equity, in the notes to consolidated financial statements included in Item 8.

(3)Includes [removed: 44] [added: 43] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

| October 1, 2025 - October 31, 2025 | | | 1,593,521 | | | (3) | | | $ | 85.36 | | | | | 1,593,478 | | | | | | $ | 1,925,480 | |

| November 1, 2025 - November 30, 2025 | | | 2,000,161 | | | | | | 80.31 | | | | | | 2,000,161 | | | | | | 1,764,850 | | |

| December 1, 2025 - December 31, 2025 | | | 541,602 | | | | | | 79.41 | | | | | | 541,602 | | | | | | 1,721,844 | | |

| Total | | | 4,135,284 | | | | | | 82.14 | | | | | | 4,135,241 | | | | | | | | |

On May 6, 2025, we announced that the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon completion of the 2022 Share Repurchase Program and effective through December 31, 2029 (the 2025 Share Repurchase Program).

| October 1, 2024 - October 31, 2024 | | | 309,508 | | | | | | $ | 84.72 | | | | | 309,508 | | | | | | $ | 1,420,331 | |

| November 1, 2024 - November 30, 2024 | | | 2,082,243 | | | (3) | | | 86.56 | | | | | | 2,082,199 | | | | | | 1,240,097 | | |

| December 1, 2024 - December 31, 2024 | | | 2,055,703 | | | | | | 86.75 | | | | | | 2,055,703 | | | | | | 1,061,767 | | |

| Total | | | 4,447,454 | | | | | | 86.52 | | | | | | 4,447,410 | | | | | | | | |

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 20, 2025] [added: 25, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note [removed: 13] [added: 11] to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its defined benefit pension plans established in [removed: North America and] the United Kingdom was [removed: $278] [added: $335] million [removed: and $317 million, respectively,] as of December 31, [removed: 2024.][added: 2025.]

Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the [removed: North America and] United Kingdom plans.

Specialized skills were needed to evaluate the discount rates utilized in the measurement of the PBO for each of the [removed: North America and] United Kingdom plans.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 5,936] [added: 7,084] | | | | | $ | [removed: 6,631] [added: 5,936] | | | | | $ | [removed: 11,186] [added: 6,631] | |

| Cost of sales | | | [removed: 3,880] [added: 4,360] | | | | | | [removed: 4,086] [added: 3,880] | | | | | | [removed: 5,325] [added: 4,086] | | |

| Gross margin | | | [removed: 2,056] [added: 2,724] | | | | | | [removed: 2,545] [added: 2,056] | | | | | | [removed: 5,861] [added: 2,545] | | |

| Selling, general and administrative expenses | | | [removed: 320] [added: 364] | | | | | | [removed: 289] [added: 320] | | | | | | [removed: 290] [added: 289] | | |

| U.K. operations restructuring | | | [removed: —] [added: 23] | | | | | | [removed: 10] [added: —] | | | | | | [removed: 19] [added: 10] | | |

| Acquisition and integration costs | | | [removed: 4] [added: —] | | | | | | [removed: 39] [added: 4] | | | | | | [removed: —] [added: 39] | | |

| Other operating—net | | | [removed: (10)] [added: (25)] | | | | | | [removed: (31)] [added: (10)] | | | | | | [removed: 10] [added: (31)] | | |

| Total other operating costs and expenses | | | [removed: 314] [added: 438] | | | | | | [removed: 307] [added: 314] | | | | | | [removed: 558] [added: 307] | | |

| Equity in earnings (loss) of operating affiliate | | | [removed: 4] [added: 14] | | | | | | [removed: (8)] [added: 4] | | | | | | [removed: 94] [added: (8)] | | |

| Operating earnings | | | [removed: 1,746] [added: 2,300] | | | | | | [removed: 2,230] [added: 1,746] | | | | | | [removed: 5,397] [added: 2,230] | | |

| Interest expense | | | [removed: 121] [added: 155] | | | | | | [removed: 150] [added: 121] | | | | | | [removed: 344] [added: 150] | | |

| Interest income | | | [removed: (123)] [added: (81)] | | | | | | [removed: (158)] [added: (123)] | | | | | | [removed: (65)] [added: (158)] | | |

| Loss on debt extinguishment | | | [removed: —] [added: 6] | | | | | | — | | | | | | [removed: 8] [added: —] | | |

| Other non-operating—net | | | [removed: (14)] [added: (19)] | | | | | | [removed: (10)] [added: (14)] | | | | | | [removed: 15] [added: (10)] | | |

| Earnings before income taxes | | | [removed: 1,762] [added: 2,239] | | | | | | [removed: 2,248] [added: 1,762] | | | | | | [removed: 5,095] [added: 2,248] | | |

| Income tax provision | | | [removed: 285] [added: 441] | | | | | | [removed: 410] [added: 285] | | | | | | [removed: 1,158] [added: 410] | | |

| Net earnings | | | [removed: 1,477] [added: 1,798] | | | | | | [removed: 1,838] [added: 1,477] | | | | | | [removed: 3,937] [added: 1,838] | | |

| Less: Net earnings attributable to noncontrolling [removed: interest] [added: interests] | | | [removed: 259] [added: 343] | | | | | | [removed: 313] [added: 259] | | | | | | [removed: 591] [added: 313] | | |

| Net earnings attributable to common stockholders | | | $ | [removed: 1,218] [added: 1,455] | | | | | $ | [removed: 1,525] [added: 1,218] | | | | | $ | [removed: 3,346] [added: 1,525] | |

| Basic | | | $ | [removed: 6.75] [added: 8.98] | | | | | $ | [removed: 7.89] [added: 6.75] | | | | | $ | [removed: 16.45] [added: 7.89] | |

| Diluted | | | $ | [removed: 6.74] [added: 8.97] | | | | | $ | [removed: 7.87] [added: 6.74] | | | | | $ | [removed: 16.38] [added: 7.87] | |

| Basic | | | [removed: 180.4] [added: 162.1] | | | | | | [removed: 193.3] [added: 180.4] | | | | | | [removed: 203.3] [added: 193.3] | | |

| Diluted | | | [removed: 180.7] [added: 162.2] | | | | | | [removed: 193.8] [added: 180.7] | | | | | | [removed: 204.2] [added: 193.8] | | |

| Net earnings | | | $ | [removed: 1,477] [added: 1,798] | | | | | $ | [removed: 1,838] [added: 1,477] | | | | | $ | [removed: 3,937] [added: 1,838] | |

| Other comprehensive [removed: (loss) income:] [added: income (loss):] | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustment—net of taxes | | | [removed: (75)] [added: 70] | | | | | | [removed: 33] [added: (75)] | | | | | | [removed: (38)] [added: 33] | | |

| [removed: Derivatives—net] [added: Income taxes—net] of [removed: taxes] [added: refunds:] | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: (1)] | | |

| Defined benefit plans—net of taxes | | | [removed: 4] [added: (25)] | | | | | | [removed: (12)] [added: 4] | | | | | | [removed: 66] [added: (12)] | | |

| Comprehensive income | | | [removed: 1,406] [added: 1,843] | | | | | | [removed: 1,859] [added: 1,406] | | | | | | [removed: 3,964] [added: 1,859] | | |

| Less: Comprehensive income attributable to noncontrolling [removed: interest] [added: interests] | | | [removed: 259] [added: 343] | | | | | | [removed: 313] [added: 259] | | | | | | [removed: 591] [added: 313] | | |

| Comprehensive income attributable to common stockholders | | | $ | [removed: 1,147] [added: 1,500] | | | | | $ | [removed: 1,546] [added: 1,147] | | | | | $ | [removed: 3,373] [added: 1,546] | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | [removed: $] | 1,614 | | | | | [removed: $] | 2,032 | | [added: | | | | 2,323 | | |]

| Asset impairment | | | 76 | | | | | | — | | | | | | — | | |

| | | | 45 | | | | | | (71) | | | | | | 21 | | |

| Cash and cash equivalents (amount related to variable interest entity (VIE)—2025: $130) | | | $ | 1,982 | | | | | $ | 1,614 | |

| Other current assets (amount related to VIE—2025: $1) | | | 27 | | | | | | 43 | | |

| Other assets (amount related to VIE—2025: $1) | | | 980 | | | | | | 917 | | |

| Accounts payable and accrued expenses (amount related to VIE—2025: $52) | | | $ | 681 | | | | | $ | 603 | |

| Other liabilities (amount related to VIE—2025: $1) | | | 337 | | | | | | 301 | | |

| Noncontrolling interests | | | 2,937 | | | | | | 2,607 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,455 | | | | | | — | | | | | | 1,455 | | | | | | 343 | | | | | | 1,798 | | |

| Retirement of treasury stock | | | — | | | | | | 1,395 | | | | | | (131) | | | | | | (1,264) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 291 | | | | | | 291 | | |

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

| Net earnings | | | $ | 1,798 | | | | | $ | 1,477 | | | | | $ | 1,838 | |

| Loss on debt extinguishment | | | 6 | | | | | | — | | | | | | — | | |

| Asset impairment | | | 76 | | | | | | — | | | | | | — | | |

| Loss on sale of Ince facility | | | 23 | | | | | | — | | | | | | — | | |

| Proceeds from sale of Ince facility | | | 4 | | | | | | — | | | | | | — | | |

| Proceeds from long-term borrowings | | | 999 | | | | | | — | | | | | | — | | |

| Repayments of short-term borrowings | | | (754) | | | | | | — | | | | | | — | | |

| Contributions from noncontrolling interests | | | 291 | | | | | | — | | | | | | — | | |

In July 2025, we completed a significant decarbonization project at our Donaldsonville, Louisiana, complex to enable the production of 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.

In addition, our low-carbon products are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European regulations on the price of carbon.

- a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct a 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.

We hold a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025.

The combined 60% equity interest owned by our joint venture partners is recorded as noncontrolling interests.

See Note 14—Variable Interest Entity and Note 18—Noncontrolling Interests for additional information.

For finance leases, if any, ROU assets are generally amortized on a straight-line basis over the shorter of the asset’s useful life or the lease term.

The derivative instruments that we use are

Section 45Q of the Internal Revenue Code provides a refundable tax credit (45Q Tax Credits) for each metric ton of carbon dioxide (CO2) captured and disposed of in secure geological storage.

The 45Q Tax Credits are available for a 12-year period beginning on the date carbon capture and sequestration facilities are placed into service.

We account for earned 45Q Tax Credits as grants related to income by analogy to the grant model within International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance.

We recognize the benefit of the 45Q Tax Credits as a reduction to income taxes payable upon completion of qualifying carbon capture and sequestration activities, based upon the volume of CO2 sequestered.

Income from 45Q Tax Credits is recognized on a systematic basis in the same period the related expenses are recognized and included in Other operating—net on our consolidated statement of operations.

Any 45Q Tax Credits earned but not recognized as income during a period would be recorded as deferred revenue.

The 45Q Tax Credits contain provisions allowing for reclamation of the credit value should previously credited CO2 cease to be disposed of in an approved manner.

We do not believe it is probable that a recapture event will arise; therefore, we recognize the full value of our earned 45Q Tax Credits.

services.

CF INDUSTRIES HOLDINGS, INC.

- evaluating the change in North America discount rates period over period using market trends based on published yield curves and indices

- recalculating the Company’s discount rate for the North America plans using the PBO cash flows and the Company’s actuaries’ proprietary yield curve for the North America discount rates

- independently developing a single equivalent discount rate for the North America plans using the PBO cash flows and publicly available yield curves for pension plans in North America, and comparing that to the Company’s selected discount rates for the North America plans

February 20, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| U.K. long-lived and intangible asset impairment | | | — | | | | | | — | | | | | | 239 | | |

| | | | (71) | | | | | | 21 | | | | | | 27 | | |

| | | | | | | | | | | | |

| Noncontrolling interest | | | 2,607 | | | | | | 2,656 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2021 | | | $ | 2 | | | | | $ | (2) | | | | | $ | 1,375 | | | | | $ | 2,088 | | | | | $ | (257) | | | | | $ | 3,206 | | | | | $ | 2,830 | | | | | $ | 6,036 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 3,346 | | | | | | — | | | | | | 3,346 | | | | | | 591 | | | | | | 3,937 | | |

| Retirement of treasury stock | | | — | | | | | | 1,370 | | | | | | (109) | | | | | | (1,261) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Unrealized gain on embedded derivative | | | — | | | | | | — | | | | | | (14) | | |

| Distributions received from unconsolidated affiliate | | | — | | | | | | — | | | | | | 6 | | |

| Purchase of investments held in nonqualified employee benefit trust | | | (2) | | | | | | (1) | | | | | | (1) | | |

| Proceeds from sale of investments held in nonqualified employee benefit trust | | | 2 | | | | | | 1 | | | | | | 1 | | |

| Payments of long-term borrowings | | | — | | | | | | — | | | | | | (507) | | |

| Cash and cash equivalents at end of period | | | $ | 1,614 | | | | | $ | 2,032 | | | | | $ | 2,323 | |

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

We record our tax expense for Global Intangible Low-Taxed Income (GILTI) as an expense in the period in which incurred and as such do not record a deferred tax liability for taxes that may be due in future periods.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM).

We adopted this ASU effective December 31, 2024.

See Note 22—Segment Disclosures, which includes the additional disclosures required by this ASU.

| North America | | | $ | 2,659 | | | | | $ | 2,722 | | | | | $ | 2,930 | | | | | $ | 294 | | | | | $ | 605 | | | | | $ | 9,210 | |

| Europe and other | | | 431 | | | | | | 170 | | | | | | 642 | | | | | | 551 | | | | | | 182 | | | | | | 1,976 | | |

| Total revenue | | | $ | 3,090 | | | | | $ | 2,892 | | | | | $ | 3,572 | | | | | $ | 845 | | | | | $ | 787 | | | | | $ | 11,186 | |

We expect to

The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.

Acquisition of Waggaman Ammonia Production Facility

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, from Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S. subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL.

The facility has a nameplate production capacity of 880,000 tons of ammonia annually.

Our acquisition of the Waggaman facility expanded our ammonia manufacturing and distribution capacity.

In connection with the acquisition, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary (the Supply Contract).

Under the terms of the asset

purchase agreement, $425 million of the purchase price of $1.675 billion, subject to adjustment, was allocated by the parties to the ammonia offtake agreement.

We funded the balance of the initial purchase price on the acquisition date with $1.223 billion of cash on hand.

The consideration transferred on the acquisition date reflected an estimated net working capital adjustment and other adjustments to the purchase price, which was subject to further adjustment pursuant to the terms of the asset purchase agreement.

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] using the criteria set forth in the *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management has concluded that our internal control over financial reporting is effective as of December 31, [removed: 2024.][added: 2025.]

KPMG LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] which appears on the following page.

(c) *Changes in Internal Control over Financial Reporting.* [removed: There] [added: Other than changes due to the Company’s implementation of a new procurement and plant asset management system, which began in the second quarter of 2025 and was completed in the fourth quarter of 2025, 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 December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited CF Industries Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 20, 2025] [added: 25, 2026] expressed an unqualified opinion on those consolidated financial statements.

February 25, 2026

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, 2024, beginning in the second quarter of 2025, the Company is implementing a new procurement and plant asset management system.

As a result, related changes in its internal control over financial reporting are expected due to the implementation.

February 20, 2025

During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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, [removed: Inc.][added: Inc., except as follows:]

On November 12, 2025, Bert A.

Frost, Executive Vice President and Chief Commercial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 11,196 shares of Common Stock, subject to certain conditions, between March 2, 2026 and August 4, 2026.

Eaves, Javed Ahmed, [added: Susan Ellerbusch (from May 2025),] Stephen J.

Toelle [added: (from January 2025 to May 2025)] served as the members of the Compensation and Management Development Committee of the Board.

Equity Compensation Plan Information as of December 31, [removed: 2024][added: 2025]

(1)Includes [removed: 76,645] [added: 54,160] shares issuable pursuant to outstanding nonqualified stock options, [removed: 471,657] [added: 523,100] shares issuable pursuant to restricted stock units (RSUs) and [removed: 1,024,846] [added: 1,082,218] shares issuable pursuant to performance restricted stock units (PSUs) under the 2022 Equity and Incentive [removed: Plan, the CF Industries Holdings, Inc. 2014 Equity and Incentive] Plan [removed: (the 2014 Equity] and [removed: Incentive Plan) and] the CF Industries Holdings, Inc. [removed: 2009] [added: 2014] Equity [added: and] Incentive Plan.

The PSUs included in this table reflect the full amount awarded to plan participants in [removed: 2022, 2023] [added: 2023, 2024] and [removed: 2024.][added: 2025.]

The three-year performance periods for the PSUs awarded in [removed: 2022, 2023 and] [added: 2023,] 2024 [added: and 2025] are in each case composed of three one-year periods with performance goals set annually.

Because accounting rules require performance goals to be set before a PSU is determined for accounting purposes to have been granted, the number of PSUs reported as outstanding as of December 31, [removed: 2024] [added: 2025] in Note [removed: 21—Stock-based] [added: 20—Stock-based] Compensation reflects all of the PSUs awarded in [removed: 2022,] [added: 2023,] but only two-thirds of the PSUs awarded in [removed: 2023] [added: 2024] and one-third of the PSUs awarded in [removed: 2024.][added: 2025.]

See Note [removed: 21—Stock-based] [added: 20—Stock-based] Compensation for additional information on the 2022 Equity and Incentive Plan.

| Equity compensation plans approved by security holders | | | 1,659,478 | | | | | | $ | 32.85 | | | | | 6,310,718 | | |

| Total | | | 1,659,478 | | | | | | $ | 32.85 | | | | | 6,310,718 | | |

| Equity compensation plans approved by security holders | | | 1,573,148 | | | | | | $ | 34.67 | | | | | 6,579,925 | | |

| Total | | | 1,573,148 | | | | | | $ | 34.67 | | | | | 6,579,925 | | |

If any restricted stock units (including any performance restricted stock units) granted under the 2014 Equity and Incentive Plan terminates or expires without delivery of shares, the number of shares available for issuance under the 2022 Equity and Incentive Plan is increased by 1.61 shares for each share that had been subject to such restricted stock unit at the time of such termination or expiration.

Information appearing in the Proxy Statement under the headings “Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2025—Audit] [added: 2026—Audit] and Non-Audit Fees” and “Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2025—Pre-Approval] [added: 2026—Pre-Approval] of Audit and Non-Audit Services” is incorporated herein by reference.

| | | | [Report of Independent Registered Public Accounting Firm [removed: (](#i60ae87a02c77423dac381667b474d844_214)KPMG] [added: (](#i44220803825648f79ed7960fe5bf35a4_97)KPMG] LLP, Chicago, IL, PCAOB ID: 185) | | | [removed: [57](#i60ae87a02c77423dac381667b474d844_97)] [added: [64](#i44220803825648f79ed7960fe5bf35a4_97)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i60ae87a02c77423dac381667b474d844_100)] [added: Operations](#i44220803825648f79ed7960fe5bf35a4_100)] | | | [removed: [59](#i60ae87a02c77423dac381667b474d844_100)] [added: [66](#i44220803825648f79ed7960fe5bf35a4_100)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i60ae87a02c77423dac381667b474d844_103)] [added: Income](#i44220803825648f79ed7960fe5bf35a4_103)] | | | [removed: [60](#i60ae87a02c77423dac381667b474d844_103)] [added: [67](#i44220803825648f79ed7960fe5bf35a4_103)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i60ae87a02c77423dac381667b474d844_106)] [added: Sheets](#i44220803825648f79ed7960fe5bf35a4_106)] | | | [removed: [61](#i60ae87a02c77423dac381667b474d844_106)] [added: [68](#i44220803825648f79ed7960fe5bf35a4_106)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i60ae87a02c77423dac381667b474d844_109)] [added: Equity](#i44220803825648f79ed7960fe5bf35a4_109)] | | | [removed: [62](#i60ae87a02c77423dac381667b474d844_109)] [added: [69](#i44220803825648f79ed7960fe5bf35a4_109)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i60ae87a02c77423dac381667b474d844_112)] [added: Flows](#i44220803825648f79ed7960fe5bf35a4_112)] | | | [removed: [63](#i60ae87a02c77423dac381667b474d844_112)] [added: [70](#i44220803825648f79ed7960fe5bf35a4_112)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i60ae87a02c77423dac381667b474d844_115)] [added: Statements](#i44220803825648f79ed7960fe5bf35a4_115)] | | | [removed: [64](#i60ae87a02c77423dac381667b474d844_115)] [added: [71](#i44220803825648f79ed7960fe5bf35a4_115)] | | |

| A list of exhibits filed with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page [removed: [114](#i60ae87a02c77423dac381667b474d844_250)] [added: [119](#i44220803825648f79ed7960fe5bf35a4_268)] of this report. | | | | | | | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm) | | | | | | [Description of common stock of CF Industries [removed: Holdings,](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm) [(](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm)[incor](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm)[porated] [added: Holdings, Inc. (incorporated] by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 22, 2024)](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm) | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm)] | | | | | | [Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and](https://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm) [Computershare Trust Company, N.A., as successor trustee](https://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm) [(incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013)](https://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000104746914001484/a2218347zex-10_3.htm)[1](https://www.sec.gov/Archives/edgar/data/1324404/000104746914001484/a2218347zex-10_3.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465925123145/tm2533938d1_ex10-1.htm)] | | | | | | [Change in Control Severance Agreement, effective as of September 1, 2009, amended as of October 20, 2010, [removed: and] amended further and restated as of February 17, [removed: 2014,] [added: 2014 and amended further and restated and effective as of January 4, 2026] by and between CF Industries Holdings, Inc. and Christopher D. Bohn (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to CF Industries Holdings, Inc.’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed with the SEC on [removed: February 27, 2014)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746914001484/a2218347zex-10_3.htm)] [added: December 19, 2025)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465925123145/tm2533938d1_ex10-1.htm)] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000104746909001858/a2190830zex-10_11.htm)[2](https://www.sec.gov/Archives/edgar/data/1324404/000104746909001858/a2190830zex-10_11.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1324404/000104746909001858/a2190830zex-10_11.htm)] | | | | | | [Change in Control Severance Agreement, effective as of November 21, 2008, by and between CF Industries Holdings, Inc. and Bert A. Frost (incorporated by reference to Exhibit 10.11 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 26, 2009)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746909001858/a2190830zex-10_11.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002991/a2191815zex-99_e9.htm)[3](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002991/a2191815zex-99_e9.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002991/a2191815zex-99_e9.htm)] | | | | | | [Change in Control Severance Agreement, effective as of November 19, 2007 and amended and restated as of March 6, 2009, by and between CF Industries Holdings, Inc. and Richard A. Hoker (incorporated by reference to Exhibit (e)(9) to CF Industries Holdings, Inc.’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 23, 2009)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002991/a2191815zex-99_e9.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000025/cf-09302017xex101.htm)[4](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000025/cf-09302017xex101.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000025/cf-09302017xex101.htm)] | | | | | | [Change in Control Severance Agreement, effective as of October 9, 2017, by and between CF Industries Holdings, Inc. and Susan L. Menzel (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000025/cf-09302017xex101.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000110465914011835/a14-3790_4ex99d1.htm)[5](https://www.sec.gov/Archives/edgar/data/1324404/000110465914011835/a14-3790_4ex99d1.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1324404/000110465914011835/a14-3790_4ex99d1.htm)] | | | | | | [Change in Control Severance Agreement, effective as of April 24, 2007, amended as of July 24, 2007, and amended further and restated as of February 17, 2014, by and between CF Industries Holdings, Inc. and W. Anthony Will (incorporated by reference to Exhibit 99.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 20, 2014)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465914011835/a14-3790_4ex99d1.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440419000023/cf-09302019xex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1324404/000132440419000023/cf-09302019xex101.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1324404/000132440419000023/cf-09302019xex101.htm)] | | | | | | [Change in Control Severance Agreement, effective as of February 2, 2012, and amended and restated as of September 1, 2019, by and between CF Industries Holdings, Inc. and Ashraf K. Malik (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2019)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440419000023/cf-09302019xex101.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440420000013/cf-03312020xex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1324404/000132440420000013/cf-03312020xex101.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1324404/000132440420000013/cf-03312020xex101.htm)] | | | | | | [Change in Control Severance Agreement, effective as of February 27, 2020, by and between CF Industries Holdings, Inc. and Linda M. Dempsey (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440420000013/cf-03312020xex101.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000025/cf-09302023xex102.htm)[8](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000025/cf-09302023xex102.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000025/cf-09302023xex102.htm)] | | | | | | [Change in Control Severance Agreement, effective as of October 17, 2023, by and between CF Industries Holdings, Inc. and Michael P. McGrane (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000025/cf-09302023xex102.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)[9](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)] | | | | | | [Change in Control Severance Agreement, effective as of June 17, 2024, by and between CF Industries Holdings, Inc. and Gregory D. [removed: Cameron](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm) [](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)[(incorporated] [added: Cameron (incorporated] by [removed: referen](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)[ce] [added: reference] to Exhibit 10.2 to CF Industries Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)[’](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm)[s] [added: Inc.’s] Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000020/cf-06302024xex102.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465915086767/a15-25300_4ex10d3.htm)[0](https://www.sec.gov/Archives/edgar/data/1324404/000110465915086767/a15-25300_4ex10d3.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465915086767/a15-25300_4ex10d3.htm)[1](https://www.sec.gov/Archives/edgar/data/1324404/000110465915086767/a15-25300_4ex10d3.htm)] | | | | | | [Form of Amendment to Change in Control Severance Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 24, 2015)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465915086767/a15-25300_4ex10d3.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000104746905019671/a2160429zex-10_10.htm)[1](https://www.sec.gov/Archives/edgar/data/1324404/000104746905019671/a2160429zex-10_10.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000104746905019671/a2160429zex-10_10.htm)[2](https://www.sec.gov/Archives/edgar/data/1324404/000104746905019671/a2160429zex-10_10.htm)] | | | | | | [Form of Indemnification Agreement with Officers and Directors (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to CF Industries Holdings, Inc.’s Registration Statement on Form S-1 filed with the SEC on July 20, 2005, File No. 333-124949)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746905019671/a2160429zex-10_10.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002681/a2191568zdef14a.htm)[2](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002681/a2191568zdef14a.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922040102/tm223611-1_def14a.htm#tAPB)[5](https://www.sec.gov/Archives/edgar/data/1324404/000110465922040102/tm223611-1_def14a.htm#tAPB)] | | | | | | [CF Industries Holdings, Inc. [removed: 2009] [added: 2022] Equity and Incentive Plan (incorporated by reference to Appendix [removed: A] [added: B] to CF Industries Holdings, Inc.’s [removed: Definitive Proxy Statement] [added: definitive proxy statement] on Schedule 14A filed with the SEC on March [removed: 16, 2009)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746909002681/a2191568zdef14a.htm)] [added: 30, 2022)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465922040102/tm223611-1_def14a.htm#tAPB)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex103.htm)[3](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex103.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex104.htm)[4](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex104.htm)] | | | | | | [Amendment, dated as of July 21, 2016, to the CF Industries Holdings, Inc. [removed: 2009] [added: 2014] Equity and Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, [removed: 2016)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex103.htm)] [added: 2016)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex104.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000104746914003385/a2219274zdef14a.htm#lg40101_appendix_c)[4](https://www.sec.gov/Archives/edgar/data/1324404/000104746914003385/a2219274zdef14a.htm#lg40101_appendix_c)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000104746914003385/a2219274zdef14a.htm#lg40101_appendix_c)[3](https://www.sec.gov/Archives/edgar/data/1324404/000104746914003385/a2219274zdef14a.htm#lg40101_appendix_c)] | | | | | | [CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (incorporated by reference to Appendix C to CF Industries Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 3, 2014)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746914003385/a2219274zdef14a.htm#lg40101_appendix_c) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex104.htm)[5](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex105.htm)[25](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex105.htm)] | | | | | | [removed: [Amendment,] [added: [Form of Equity Award Amendment Letter Agreement,] dated as of July 21, [removed: 2016, to the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan] [added: 2016] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, [removed: 2016)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex104.htm)] [added: 2016)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440416000036/cf-06302016xex105.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922040102/tm223611-1_def14a.htm#tAPB)[6](https://www.sec.gov/Archives/edgar/data/1324404/000110465922040102/tm223611-1_def14a.htm#tAPB)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-1.htm)[27](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-1.htm)] | | | | | | [CF Industries Holdings, Inc. [removed: 2022 Equity and] [added: Annual] Incentive [removed: Plan] [added: Plan, as amended and restated effective as of January 1, 2023] (incorporated by reference to [removed: Appendix B] [added: Exhibit 10.1] to CF Industries Holdings, [removed: Inc.’s definitive proxy statement] [added: Inc.'s Current Report] on [removed: Schedule 14A] [added: Form 8-K] filed with the SEC on [removed: March 30, 2022)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465922040102/tm223611-1_def14a.htm#tAPB)] [added: December 15, 2022)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-1.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm)[7](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm)[6](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm)] | | | | | | [CF Industries Holdings, Inc. Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.16 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12x312022xex1017.htm)[8](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12x312022xex1017.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12x312022xex1017.htm)[7](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12x312022xex1017.htm)] | | | | | | [First Amendment of CF Industries Holdings, Inc. Supplemental Benefit and Deferral Plan](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12x312022xex1017.htm) [(incorporated by reference to Exhibit 10.17 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023)](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm)[*](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12x312022xex1017.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1018.htm)[19](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1018.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1018.htm)[8](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1018.htm)] | | | | | | [Second Amendment of CF Industries Holdings, Inc. Supplemental Benefit and Deferral Plan](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1018.htm) [(incorporated by reference to Exhibit 10.18 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023)](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1016.htm)[*](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex1018.htm) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000026/cf-09302024xex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000026/cf-09302024xex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000026/cf-09302024xex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000026/cf-09302024xex101.htm)[19](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000026/cf-09302024xex101.htm)] | | | | | | [Third Amendment of CF Industries Holdings, Inc. Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2024)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000026/cf-09302024xex101.htm) | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1324404/000104746914001484/a2218347zex-10_17.htm)[1](https://www.sec.gov/Archives/edgar/data/1324404/000104746914001484/a2218347zex-10_17.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000006/cf-12312017xex1032.htm)[0](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000006/cf-12312017xex1032.htm)] | | | | | | [Form of [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement (incorporated by reference to Exhibit [removed: 10.17] [added: 10.32] to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February [removed: 27, 2014)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746914001484/a2218347zex-10_17.htm)] [added: 23, 2017)*](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000006/cf-12312017xex1032.htm)] | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1324404/000104746914008905/a2221976zex-10_2.htm)[2](https://www.sec.gov/Archives/edgar/data/1324404/000104746914008905/a2221976zex-10_2.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-2.htm)[2](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-2.htm)[3](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-2.htm)] | | | | | | [Form of [removed: Non-Qualified] [added: Performance Restricted] Stock [removed: Option] [added: Unit] Award Agreement (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, [removed: Inc.’s Quarterly] [added: Inc.'s Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the SEC on [removed: November 6, 2014)*](https://www.sec.gov/Archives/edgar/data/1324404/000104746914008905/a2221976zex-10_2.htm)] [added: December 15, 2022)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex10-2.htm)] | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1324404/000162828015003863/cf-03312015xex102.htm)[3](https://www.sec.gov/Archives/edgar/data/1324404/000162828015003863/cf-03312015xex102.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1324404/000110465922060464/tm2215583d1_ex10-2.htm)[24](https://www.sec.gov/Archives/edgar/data/1324404/000110465922060464/tm2215583d1_ex10-2.htm)] | | | | | | [Form of [removed: Non-Qualified] [added: Non-Employee Director Restricted] Stock [removed: Option] Award Agreement [added: under CF Industries Holdings, Inc. 2022 Equity and Incentive Plan] (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the SEC on May [removed: 7, 2015)*](https://www.sec.gov/Archives/edgar/data/1324404/000162828015003863/cf-03312015xex102.htm)] [added: 13, 2022)*](https://www.sec.gov/Archives/edgar/data/1324404/000110465922060464/tm2215583d1_ex10-2.htm)] | | |