Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

CF Industries Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, 2025 and 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 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, 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 25, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Measurements of projected benefit obligations

As discussed in Note 11 to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its defined benefit pension plans established in the United Kingdom was $335 million as of December 31, 2025. The Company’s PBO represents an actuarially determined estimate of the present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement. Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the United Kingdom plans.

We identified the evaluation of the Company’s measurements of the PBO as a critical audit matter. Specialized skills were needed to evaluate the discount rates utilized in the measurement of the PBO for each of the United Kingdom plans. In addition, subjective auditor judgment was required to evaluate these discount rates, as minor changes to these discount rates could have a significant impact on the PBO.

CF INDUSTRIES HOLDINGS, INC.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s PBO accounting process, including controls related to the determination of discount rates. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

  • developing an understanding and assessing the methods used by the Company’s actuaries to develop the discount rates

  • evaluating the relevance and reliability of information used by the Company’s actuaries in the development of the discount rates

  • evaluating discount rates using benchmark yield curves for the United Kingdom, adjusted for the assessment of the timing of payments expected to be made to beneficiaries under the Company’s United Kingdom pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom plans.

(signed) KPMG LLP

We have served as the Company’s auditor since 1983.

Chicago, Illinois

February 25, 2026

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31,
202520242023
(in millions, except per share amounts)
Net sales$7,084$5,936$6,631
Cost of sales4,3603,8804,086
Gross margin2,7242,0562,545
Selling, general and administrative expenses364320289
Asset impairment76——
U.K. operations restructuring23—10
Acquisition and integration costs—439
Other operating—net(25)(10)(31)
Total other operating costs and expenses438314307
Equity in earnings (loss) of operating affiliate144(8)
Operating earnings2,3001,7462,230
Interest expense155121150
Interest income(81)(123)(158)
Loss on debt extinguishment6——
Other non-operating—net(19)(14)(10)
Earnings before income taxes2,2391,7622,248
Income tax provision441285410
Net earnings1,7981,4771,838
Less: Net earnings attributable to noncontrolling interests343259313
Net earnings attributable to common stockholders$1,455$1,218$1,525
Net earnings per share attributable to common stockholders:
Basic$8.98$6.75$7.89
Diluted$8.97$6.74$7.87
Weighted-average common shares outstanding:
Basic162.1180.4193.3
Diluted162.2180.7193.8

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended December 31,
202520242023
(in millions)
Net earnings$1,798$1,477$1,838
Other comprehensive income (loss):
Foreign currency translation adjustment—net of taxes70(75)33
Defined benefit plans—net of taxes(25)4(12)
45(71)21
Comprehensive income1,8431,4061,859
Less: Comprehensive income attributable to noncontrolling interests343259313
Comprehensive income attributable to common stockholders$1,500$1,147$1,546

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

December 31,
20252024
(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents (amount related to variable interest entity (VIE)—2025: $130)$1,982$1,614
Accounts receivable—net488404
Inventories383314
Prepaid income taxes105145
Other current assets (amount related to VIE—2025: $1)2743
Total current assets2,9852,520
Property, plant and equipment—net (amount related to VIE—2025: $361)6,7156,735
Investment in affiliate3229
Goodwill2,4932,492
Intangible assets—net473507
Operating lease right-of-use assets410266
Other assets (amount related to VIE—2025: $1)980917
Total assets$14,088$13,466
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses (amount related to VIE—2025: $52)$681$603
Income taxes payable—2
Customer advances77118
Current operating lease liabilities11086
Other current liabilities199
Total current liabilities887818
Long-term debt3,2152,971
Deferred income taxes869871
Operating lease liabilities311189
Supply contract liability694724
Other liabilities (amount related to VIE—2025: $1)337301
Equity:
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized——
Common stock—$0.01 par value, 500,000,000 shares authorized, 2025—153,552,162 shares issued and 2024—170,237,254 shares issued22
Paid-in capital1,1971,284
Retained earnings3,8744,009
Treasury stock—at cost, 2025—0 shares and 2024—354,264 shares—(30)
Accumulated other comprehensive loss(235)(280)
Total stockholders’ equity4,8384,985
Noncontrolling interests2,9372,607
Total equity7,7757,592
Total liabilities and equity$14,088$13,466

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

Common Stockholders
$0.01 Par Value Common StockTreasury StockPaid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ EquityNoncontrolling InterestsTotal Equity
(in millions)
Balance as of December 31, 2022$2$—$1,412$3,867$(230)$5,051$2,802$7,853
Net earnings———1,525—1,5253131,838
Other comprehensive income————2121—21
Purchases of treasury stock—(585)———(585)—(585)
Retirement of treasury stock—605(59)(546)————
Acquisition of treasury stock under employee stock plans—(22)———(22)—(22)
Issuance of $0.01 par value common stock under employee stock plans—2(1)——1—1
Stock-based compensation expense——37——37—37
Cash dividends ($1.60 per share)———(311)—(311)—(311)
Distributions declared to noncontrolling interests——————(459)(459)
Balance as of December 31, 2023$2$—$1,389$4,535$(209)$5,717$2,656$8,373
Net earnings———1,218—1,2182591,477
Other comprehensive loss————(71)(71)—(71)
Purchases of treasury stock—(1,528)———(1,528)—(1,528)
Retirement of treasury stock—1,522(141)(1,381)————
Acquisition of treasury stock under employee stock plans—(26)———(26)—(26)
Issuance of $0.01 par value common stock under employee stock plans—2———2—2
Stock-based compensation expense——36——36—36
Cash dividends ($2.00 per share)———(363)—(363)—(363)
Distributions declared to noncontrolling interests——————(308)(308)
Balance as of December 31, 2024$2$(30)$1,284$4,009$(280)$4,985$2,607$7,592
Net earnings———1,455—1,4553431,798
Other comprehensive income————4545—45
Purchases of treasury stock—(1,353)———(1,353)—(1,353)
Retirement of treasury stock—1,395(131)(1,264)————
Acquisition of treasury stock under employee stock plans—(14)———(14)—(14)
Issuance of $0.01 par value common stock under employee stock plans—2(1)——1—1
Stock-based compensation expense——45——45—45
Cash dividends ($2.00 per share)———(326)—(326)—(326)
Contributions from noncontrolling interests——————291291
Distributions declared to noncontrolling interests——————(304)(304)
Balance as of December 31, 2025$2$—$1,197$3,874$(235)$4,838$2,937$7,775

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,
202520242023
(in millions)
Operating Activities:
Net earnings$1,798$1,477$1,838
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization898925869
Deferred income taxes6(115)81
Stock-based compensation expense453637
Unrealized net loss (gain) on natural gas derivatives5(35)(39)
Impairment of equity method investment in PLNL——43
Loss on debt extinguishment6——
Asset impairment76——
Pension settlement loss1——
Gain on sale of emission credits(8)(47)(39)
Loss on disposal of property, plant and equipment3124
Loss on sale of Ince facility23——
Undistributed (earnings) loss of affiliate—net of taxes(4)(2)3
Changes in assets and liabilities:
Accounts receivable—net(98)77100
Inventories(88)(28)152
Accrued and prepaid income taxes381(44)
Accounts payable and accrued expenses7244(88)
Customer advances(41)(11)(100)
Other—net20(63)(60)
Net cash provided by operating activities2,7522,2712,757
Investing Activities:
Additions to property, plant and equipment(950)(518)(499)
Proceeds from sale of property, plant and equipment631
Purchase of Waggaman ammonia production facility—2(1,223)
Proceeds from sale of Ince facility4——
Purchase of emission credits(1)(3)(2)
Proceeds from sale of emission credits84739
Other—net——5
Net cash used in investing activities(933)(469)(1,679)
Financing Activities:
Proceeds from long-term borrowings999——
Repayments of short-term borrowings(754)——
Financing fees(12)—(2)
Dividends paid on common stock(326)(364)(311)
Contributions from noncontrolling interests291——
Distributions to noncontrolling interests(304)(308)(459)
Purchases of treasury stock(1,365)(1,509)(580)
Proceeds from issuances of common stock under employee stock plans122
Cash paid for shares withheld for taxes(14)(26)(22)
Net cash used in financing activities(1,484)(2,205)(1,372)
Effect of exchange rate changes on cash and cash equivalents33(15)3
Increase (decrease) in cash and cash equivalents368(418)(291)
Cash and cash equivalents at beginning of period1,6142,0322,323
Cash and cash equivalents at end of period$1,982$1,614$2,032

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Background and Basis of Presentation

Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities. Our value chain consists of manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach. In July 2025, we completed a significant decarbonization project at our Donaldsonville, Louisiana, complex to enable the production of low-carbon ammonia. Additionally, we are executing further decarbonization projects in our existing network and constructing a greenfield low-carbon ammonia plant at our Blue Point complex to drive our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Products derived from ammonia that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). AN is also used extensively by the commercial explosives industry as a component of explosives. Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia. In addition, our low-carbon 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.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP).

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.

Our principal assets as of December 31, 2025 include:

  • six U.S. manufacturing facilities, located in Donaldsonville, Louisiana; Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana. The Waggaman facility is wholly owned by us, and the other five U.S. manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder. See Note 18—Noncontrolling Interests for additional information on our strategic venture with CHS;

  • two Canadian manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;

  • a United Kingdom manufacturing facility, located in Billingham;

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

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

  • a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct 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 Note 14—Variable Interest Entity for additional information.

CF INDUSTRIES HOLDINGS, INC.

2. Summary of Significant Accounting Policies

Consolidation and Noncontrolling Interests

The consolidated financial statements of CF Holdings include the accounts of CF Industries, all majority-owned subsidiaries and the Blue Point joint venture, a VIE of which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated.

We own approximately 89% of the membership interests in CFN and consolidate CFN in our financial statements. CHS’ minority equity interest in CFN is included in noncontrolling interests in our consolidated financial statements. 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.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

Revenue Recognition

We follow a five-step model for revenue recognition. The five steps are: (1) identification of the contract(s) with the customer, (2) identification of the performance obligation(s) in the contract(s), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligation(s), and (5) recognition of revenue when (or as) each performance obligation is satisfied. Control of our products transfers to our customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, our products, which occurs at the later of when title or risk of loss transfers to the customer. Control generally transfers to the customer at a point in time upon loading of our product onto transportation equipment or delivery to a customer destination. Revenue from forward sales programs is recognized on the same basis as other sales regardless of when the customer advances are received.

In situations where we have agreed to arrange delivery of the product to the customer’s intended destination and control of the product transfers upon loading of our product, we have elected to not identify delivery of the product as a performance obligation. We account for freight income associated with the delivery of these products as freight revenue, since this activity fulfills our obligation to transfer the product to the customer. Shipping and handling costs incurred by us are included in cost of sales.

We offer cash incentives to certain customers based on the volume of their purchases over a certain period. Customer incentives are reported as a reduction in net sales.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. The carrying value of cash and cash equivalents approximates fair value.

Investments

Short-term investments and noncurrent investments are accounted for primarily as available-for-sale securities reported at fair value. Changes in the fair value of available-for-sale debt securities are recognized in other comprehensive income. Changes in the fair value of available-for-sale equity securities are recognized through earnings. The carrying values of short-term investments, if any, approximate fair values because of the short maturities and the highly liquid nature of these investments.

CF INDUSTRIES HOLDINGS, INC.

Inventories

Inventories are reported at the lower of cost and net realizable value with cost determined on a first-in, first-out and average cost basis. Inventory includes the cost of materials, production labor and production overhead. Inventory at warehouses and terminals also includes distribution costs to move inventory to the distribution facilities. Net realizable value is reviewed at least quarterly. Fixed production costs related to idle capacity are not included in the cost of inventory but are charged directly to cost of sales in the period incurred.

Investment in Unconsolidated Affiliate

The equity method of accounting is used for our investment in an affiliate that we do not consolidate, but over which we have the ability to exercise significant influence. Our equity method investment for which the results are included in operating earnings consists of our 50% ownership interest in PLNL, which operates an ammonia production facility in Trinidad. Our share of the net earnings from this investment is reported as an element of earnings from operations because PLNL’s operations provide additional production and are integrated with our supply chain and sales activities in the Ammonia segment.

Profits resulting from sales or purchases with equity method investees are eliminated until realized by the investee or investor, respectively. Investments in affiliates are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. If circumstances indicate that the fair value of an investment in an affiliate is less than its carrying value, and the reduction in value is other than temporary, the reduction in value would be recognized immediately in earnings.

See Note 8—Equity Method Investment for additional information.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method and are recorded over the estimated useful life of the property, plant and equipment. Useful lives are as follows:

Years
Mobile and office equipment3 to 10
Production facilities, including machinery and equipment2 to 30
Land improvements10 to 30
Buildings10 to 40

We periodically review the useful lives assigned to our property, plant and equipment and we change the estimates to reflect the results of those reviews.

Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. Plant turnarounds are accounted for under the deferral method, as opposed to the direct expense or built-in overhaul methods. Under the deferral method, expenditures related to turnarounds are capitalized in property, plant and equipment when incurred and amortized to production costs on a straight-line basis over the period benefited, which is until the next scheduled turnaround in up to five years. If the direct expense method were used, all turnaround costs would be expensed as incurred. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized. Turnaround costs are classified as investing activities and included in capital expenditures in our consolidated statements of cash flows. See Note 6—Property, Plant and Equipment—Net for additional information.

Recoverability of Long-Lived Assets

We review property, plant and equipment and other long-lived assets at the asset group level in order to assess recoverability based on expected future undiscounted cash flows whenever events or circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future net undiscounted cash flows is less than the carrying value, an impairment loss would be recognized. The impairment loss is measured as the amount by which the carrying value exceeds the fair value of the asset. For property, plant and equipment that is planned for abandonment, we first consider a market or income-based valuation method. In situations where a secondary market does not exist and the assets have been idled and planned for abandonment and therefore will not generate future cash flows from operations, we estimate a salvage value for those assets. See Note 6—Property, Plant and Equipment—Net for additional information.

CF INDUSTRIES HOLDINGS, INC.

Goodwill

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We perform our annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. Our evaluation generally begins with a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the qualitative assessment, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear, we perform a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including goodwill. We use an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit. See Note 7—Goodwill and Other Intangible Assets for additional information.

Leases

Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value represents our secured incremental borrowing rate and is calculated based on the treasury yield curve commensurate with the term of each lease, and a spread representative of our secured borrowing costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Leases may be classified as either operating leases or finance leases. We have made an accounting policy election to not include leases with an initial term of 12 months or less on the balance sheet. 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. Interest expense is recognized using the effective interest method and based on the lease liability at period end. For operating leases, rental payments, including rent holidays, leasehold incentives, and scheduled rent increases are expensed on a straight-line basis. Leasehold improvements are amortized over the shorter of the depreciable lives of the corresponding fixed assets or the lease term including any applicable renewals. For our rail car leases, barge tow charters, and terminal and warehouse storage agreements, we have made an accounting policy election to not separate lease and non-lease components, such as operating costs and maintenance, due to sufficient data not being available. As a result, the non-lease components are included in the ROU assets and lease liabilities on our consolidated balance sheet. See Note 24—Leases for additional information.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are projected to be recovered or settled. Realization of deferred tax assets is dependent on our ability to generate sufficient taxable income of an appropriate character in future periods. A valuation allowance is established if it is determined to be more likely than not that a deferred tax asset will not be realized. Significant judgment is applied in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets.

Interest and penalties related to unrecognized tax benefits are reported as interest expense and income tax expense, respectively.

See Note 10—Income Taxes for additional information.

Customer Advances

Customer advances represent cash received from customers following acceptance of orders under our forward sales programs. Under such advances, the customer prepays a portion of the value of the sales contract prior to obtaining control of the product, thereby reducing or eliminating accounts receivable from customers. Revenue is recognized when the customer obtains control of the product.

Derivative Financial Instruments

Natural gas is the principal raw material used to produce nitrogen-based products. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments. The derivative instruments that we use are

CF INDUSTRIES HOLDINGS, INC.

primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter (OTC) markets. The derivatives reference primarily a NYMEX futures price index, which represent the basis for fair value at any given time. These derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. We do not use derivatives for trading purposes and are not a party to any leveraged derivatives.

Derivative financial instruments are accounted for at fair value and recognized as current or noncurrent assets and liabilities on our consolidated balance sheets. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. The fair values of derivative instruments and any related cash collateral are reported on a gross basis rather than on a net basis. Cash flows related to natural gas derivatives are reported as operating activities.

See Note 16—Derivative Financial Instruments for additional information.

Debt Issuance Costs

Costs associated with the issuance of debt are recorded on the balance sheet as a direct deduction from the carrying amount of the related debt liability. Costs associated with entering into revolving credit facilities are recorded as an asset in noncurrent assets. All debt issuance costs are amortized over the term of the related debt using the effective interest rate method. Debt issuance discounts are netted against the related debt and are amortized over the term of the debt using the effective interest method. See Note 12—Financing Agreements for additional information.

Environmental

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations are expensed. Expenditures that increase the capacity or extend the useful life of an asset, improve the safety or efficiency of the operations, or mitigate or prevent future environmental contamination are capitalized. Liabilities are recorded when it is probable that an obligation has been incurred and the costs can be reasonably estimated. Environmental liabilities are not discounted.

Emission Credits

Emission credits may be generated by or granted to us through emissions trading systems or other regulatory programs. From time to time, we may also purchase emission credits. We have elected to account for emission credits using the intangible asset model. Under this model, emission credits that are purchased are measured at their cost basis and tested for impairment annually. We do not recognize any internally generated emission credits under the intangible asset model until a monetary transaction occurs, such as a sale of the emission credits. If a facility exceeds regulatory emissions allowance levels and offsetting credits are not held by us, our obligation is recognized as an operating expense and a liability at the fair value of the emissions allowance deficit.

45Q Tax Credits

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.

Stock-based Compensation

We grant stock-based compensation awards under our equity and incentive plans. The awards that have been granted to date are nonqualified stock options, restricted stock awards, restricted stock units and performance restricted stock units. The cost of employee services received in exchange for the awards is measured based on the fair value of the award on the grant date and is recognized as expense on a straight-line basis over the period during which the employee is required to provide the

CF INDUSTRIES HOLDINGS, INC.

services. We have elected to recognize equity award forfeitures as they occur in determining the compensation cost to be recognized in each period. See Note 20—Stock-based Compensation for additional information.

Treasury Stock

We periodically retire treasury shares acquired through repurchases of our common stock and return those shares to the status of authorized but unissued. We account for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the treasury stock count and total value. When treasury shares are retired, we allocate the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital is determined by applying the average paid-in capital per share, and the remaining portion is recorded to retained earnings. Payments of excise taxes associated with treasury stock repurchases are classified as a financing activity in our consolidated statements of cash flows.

Litigation

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business. We may also be involved in proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities. Accruals for such contingencies are recorded to the extent management concludes their occurrence is probable and the financial impact of an adverse outcome is reasonably estimable. Legal fees are recognized as incurred and are not included in accruals for contingencies. Disclosure for specific legal contingencies is provided if the likelihood of occurrence is at least reasonably possible and the exposure is considered material to the consolidated financial statements.

In making determinations of likely outcomes of litigation matters, many factors are considered. These factors include, but are not limited to, history, scientific and other evidence, and the specifics and status of each matter. If the assessment of various factors changes, the estimates may change. Predicting the outcome of claims and litigation, and estimating related costs and exposure, involves substantial uncertainties that could cause actual costs to vary materially from estimates and accruals.

Foreign Currency Translation and Remeasurement

We translate the financial statements of our foreign subsidiaries with non-U.S. dollar functional currencies using period-end exchange rates for assets and liabilities and weighted-average exchange rates for each period for revenues and expenses. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity.

Foreign currency-denominated monetary assets and liabilities are remeasured into U.S. dollars at exchange rates existing at the respective balance sheet dates. Gains and losses resulting from these foreign currency transactions are included in other operating—net in our consolidated statements of operations. Gains and losses resulting from intercompany foreign currency transactions that are of a long-term investment nature, if any, are reported in other comprehensive income.

3. New Accounting Standards

Recently Adopted Pronouncement

We adopted Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures for the year ended December 31, 2025. This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The modified disclosure requirements of this ASU were applied on a retrospective basis and are reflected in Note 10—Income Taxes and Note 22—Supplemental Cash Flow Information.

Recently Issued Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosure, within the footnotes to the financial statements, of specified costs and expenses disaggregated from the amounts presented on consolidated statements of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU establishes guidance on the recognition, measurement, and presentation of

CF INDUSTRIES HOLDINGS, INC.

government grants received by business entities. The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2028, with early adoption permitted. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.

4. Revenue Recognition

Our performance obligations under a customer contract correspond to each shipment of product that we make to our customer under the contract. As a result, each contract may have more than one performance obligation based on the number of products ordered, the quantity of product to be shipped and the mode of shipment requested by the customer. When we enter into a contract with a customer, we are obligated to provide the product in that contract during a mutually agreed upon time period. Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination. When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue. For 2025, 2024 and 2023, we recognized freight revenue of $80 million, $78 million and $92 million, respectively.

Certain of our contracts require us to supply products on a continuous basis to the customer. We recognize revenue on these contracts based on the quantity of products transferred to the customer during the period. For 2025, 2024 and 2023, the total amount of revenue for these contracts was $93 million, $115 million and $61 million, respectively.

From time to time, we will enter the marketplace to purchase product in order to satisfy the obligations of our customer contracts. When we purchase product for this purpose, we are the principal in the transaction and recognize revenue on a gross basis. As discussed in Note 8—Equity Method Investment, we have transactions in the normal course of business with PLNL, reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2025, 2024 and 2023.

Transaction Price

We agree with our customers on the selling price of each transaction. This transaction price is generally based on the product, market conditions, including supply and demand balances, freight arrangements including where control transfers, and customer incentives. In our contracts with customers, we allocate the entire transaction price to the sale of product to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax we collect concurrently with our revenue-producing activities are excluded from revenue. Returns of our product by our customers are permitted only when the product is not to specification. Returns were not material during 2025, 2024 and 2023.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a certain level of purchases within the incentive period. The balances of customer incentives accrued at December 31, 2025 and 2024 were not material.

Revenue Disaggregation

We track our revenue by product and by geography. See Note 21—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on destination of our shipment) for 2025, 2024 and 2023:

CF INDUSTRIES HOLDINGS, INC.

AmmoniaGranular UreaUANANOtherTotal
(in millions)
Year ended December 31, 2025
North America$1,702$1,781$1,865$178$468$5,994
Europe and other474—296243771,090
Total revenue$2,176$1,781$2,161$421$545$7,084
Year ended December 31, 2024
North America$1,452$1,528$1,416$208$421$5,025
Europe and other2847226221182911
Total revenue$1,736$1,600$1,678$419$503$5,936
Year ended December 31, 2023
North America$1,387$1,767$1,646$253$486$5,539
Europe and other29256422244781,092
Total revenue$1,679$1,823$2,068$497$564$6,631

Accounts Receivable and Customer Advances

Our customers purchase our products through sales on credit or forward sales. Products sold to our customers on credit are recorded as accounts receivable when the customer obtains control of the product. Customers that purchase our products on credit are required to pay in accordance with our customary payment terms, which are generally 30 days or less. For 2025, 2024 and 2023, the amount of customer bad debt expense recognized was not material.

For forward sales, the customer prepays a portion of the value of the sales contract prior to obtaining control of the product. These prepayments, when received, are recorded as customer advances and are recognized as revenue when the customer obtains control of the product. Forward sales are customarily offered for periods of less than one year in advance of when the customer obtains control of the product. As of December 31, 2025 and 2024, we had $77 million and $118 million, respectively, in customer advances on our consolidated balance sheets. The decrease in the balance of customer advances was due primarily to the timing of seasonal UAN sales programs in 2025 compared to 2024. All of our customer advances that were recorded as of December 31, 2024 were recognized as revenue in 2025.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract. As of December 31, 2025, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $2.3 billion. We expect to recognize approximately 20% of these performance obligations as revenue in 2026, approximately 32% as revenue during 2027-2029, approximately 16% as revenue during 2030-2032, and the remainder as revenue thereafter. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $1.3 billion as of December 31, 2025. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2025 will be satisfied in 2026.

All of our contracts require that the period between the payment for goods and the transfer of those goods to the customer occur within normal contractual terms that do not exceed one year; therefore, we have elected the practical expedient and not adjusted the transaction price of any of our contracts to recognize a significant financing component. We have also elected the practical expedient to not capitalize any incremental costs associated with obtaining a contract that has a duration of less than one year, and there were no costs capitalized during 2025, 2024 or 2023.

Supply Contract Liability

In connection with our December 1, 2023 acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc. (the Supply Contract). The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. As a result, we recorded an intangible liability with an acquisition date fair value of $757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years. For the years ended December 31, 2025, 2024 and 2023, we amortized $30 million, $30 million and $3 million, respectively, of the Supply Contract liability into net

CF INDUSTRIES HOLDINGS, INC.

sales. As of December 31, 2025 and 2024, we had $694 million and $724 million, respectively, in Supply Contract liability on our consolidated balance sheets. Estimated amortization of the Supply Contract liability for each of the fiscal years from 2026 to 2030 is approximately $30 million.

5. Net Earnings Per Share

Net earnings per share were computed as follows:

Year ended December 31,
202520242023
(in millions, except per share amounts)
Net earnings attributable to common stockholders$1,455$1,218$1,525
Basic earnings per common share:
Weighted-average common shares outstanding162.1180.4193.3
Net earnings attributable to common stockholders$8.98$6.75$7.89
Diluted earnings per common share:
Weighted-average common shares outstanding162.1180.4193.3
Dilutive common shares—stock-based awards0.10.30.5
Diluted weighted-average common shares outstanding162.2180.7193.8
Net earnings attributable to common stockholders$8.97$6.74$7.87

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero for the years ended December 31, 2025, 2024 and 2023.

6. Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:

December 31,
20252024
(in millions)
Land$109$114
Machinery and equipment13,95713,801
Buildings and improvements1,0431,011
Construction in progress709482
Property, plant and equipment(1)15,81815,408
Less: Accumulated depreciation and amortization9,1038,673
Property, plant and equipment—net$6,715$6,735

(1)As of December 31, 2025 and 2024, we had property, plant and equipment that was accrued but unpaid of approximately $118 million and $101 million, respectively.

Depreciation and amortization related to property, plant and equipment was $892 million, $921 million and $861 million in 2025, 2024 and 2023, respectively.

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to plant turnarounds are capitalized in property, plant and equipment when incurred.

Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts. Scheduled inspections, including required safety inspections

CF INDUSTRIES HOLDINGS, INC.

which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds. Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.

The following is a summary of capitalized plant turnaround costs:

Year ended December 31,
202520242023
(in millions)
Net capitalized turnaround costs as of January 1$363$352$312
Additions214186165
Depreciation(152)(171)(138)
Acquisition of Waggaman ammonia production facility——16
Effect of exchange rate changes and other2(4)(3)
Net capitalized turnaround costs as of December 31$427$363$352

Yazoo City Incident

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. As a result of the damage incurred and based on estimates and assumptions of a preliminary review of the impact, we recorded an impairment of certain fixed assets within our North American AN asset group of $25 million, which primarily consisted of machinery and equipment and is included in the line titled “Asset impairment” in our consolidated statement of operations for the year ended December 31, 2025. In addition, we concluded that the incident necessitated evaluations of the long-lived assets within our North American AN asset group and the goodwill allocated to our North American AN reporting unit to determine if their fair value had declined to below their carrying value. The results of our long-lived asset impairment test indicated that there was no additional impairment as the undiscounted estimated future cash flows for the North American AN asset group exceeded its carrying value. See Note 7—Goodwill and Other Intangible Assets for additional information.

Abandonment of Electrolyzer Project

Decarbonization projects in our existing network included an 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. In December 2025, upon completion of a review of the incremental investment and operating costs necessary to complete and operate the project, we concluded such investment would not result in an acceptable return. As a result, we made the decision to not make the incremental investment to the electrolyzer project in favor of the higher return profile from low-carbon ammonia production with carbon capture and sequestration technologies. As a result, we recognized an impairment charge of $51 million, which is included in the line titled “Asset impairment” in our consolidated statement of operations for the year ended December 31, 2025.

United Kingdom Operations

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. For property, plant and equipment within the Ince, U.K. asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method. However, given that a secondary market did not exist and the assets had been idled with a planned abandonment and therefore would not generate future cash flows from operations, we estimated the fair value of the asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value utilizing industry recognized price publications. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned.

In the first quarter of 2025, the Ince facility was sold, including certain liabilities assumed by the buyer, and we recognized a loss of $23 million on the sale. The loss is reflected in U.K. operations restructuring in our consolidated statement of operations for the year ended December 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

7. Goodwill and Other Intangible Assets

Goodwill

The following table shows the carrying amount of goodwill by reportable segment as of December 31, 2025 and 2024:

AmmoniaGranular UreaUANANOtherTotal
(in millions)
Balance as of December 31, 2024$980$828$576$69$39$2,492
Effect of exchange rate changes1————1
Balance as of December 31, 2025$981$828$576$69$39$2,493

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex that required us to temporarily idle all production at the complex. We concluded that the incident necessitated evaluations of the long-lived assets within our North American AN asset group and the goodwill allocated to our North American AN reporting unit to determine if their fair value had declined to below their carrying value. The results of our goodwill impairment test concluded that the goodwill allocated to our North American AN reporting unit was not impaired. See Note 6—Property, Plant and Equipment—Net for additional information.

Other Intangible Assets

All of our identifiable intangible assets have definite lives and are presented on our consolidated balance sheets at gross carrying amount, net of accumulated amortization, as follows:

December 31, 2025December 31, 2024
Gross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
(in millions)
Customer relationships$505$(91)$414$505$(66)$439
Personal property tax agreement71(12)5971(6)65
Carbon credits———3—3
Total intangible assets$576$(103)$473$579$(72)$507

Our customer relationships are being amortized over a weighted-average life of approximately 20 years. The intangible asset related to a favorable personal property tax agreement is being amortized over 12 years, representing the remaining term of the agreement as of December 1, 2023, the date of our acquisition of the Waggaman ammonia production facility.

For the years ended December 31, 2025, 2024 and 2023, amortization expense of our definite-lived intangible assets was approximately $32 million, $32 million and $5 million, respectively. Total estimated amortization expense for each of the five succeeding fiscal years is as follows:

Estimated Amortization Expense
(in millions)
2026$32
202732
202830
202929
203029

CF INDUSTRIES HOLDINGS, INC.

8. Equity Method Investment

We have a 50% ownership interest in PLNL, which operates an ammonia production facility in Trinidad. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

PLNL operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The NGC Contract was scheduled to expire on January 1, 2026. NGC and PLNL have entered into short-term extension letter agreements that provide for the continued supply of gas while the parties seek to negotiate terms and conditions for a new gas sales contract for 2026. Any NGC commitment to supply gas is dependent on mutual agreement of such terms and conditions between NGC and PLNL. Furthermore, any NGC commitment to supply gas beyond 2026 would require further negotiations between NGC and PLNL.

If NGC does not make sufficient quantities of natural gas available to PLNL at prices and terms that permit profitable operations, PLNL may cease operating its facility, which would trigger an impairment assessment of our remaining investment in PLNL. As of December 31, 2025, the total carrying value of our equity method investment in PLNL was $32 million.

In the third quarter of 2023, PLNL entered into the NGC Contract, which replaced the previous gas sales contract that PLNL had with NGC. Due to the terms of the NGC Contract, in the third quarter of 2023, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value. As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in earnings (loss) of operating affiliate on our consolidated statement of operations for the year ended December 31, 2023.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $120 million, $90 million and $142 million in 2025, 2024 and 2023, respectively.

9. Fair Value Measurements

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

December 31, 2025
Cost BasisUnrealized GainsUnrealized LossesFair Value
(in millions)
Cash$629$—$—$629
Cash equivalents:
U.S. and Canadian government obligations284——284
Other debt securities1,069——1,069
Total cash and cash equivalents$1,982$—$—$1,982
Nonqualified employee benefit trusts153—18
December 31, 2024
Cost BasisUnrealized GainsUnrealized LossesFair Value
(in millions)
Cash$168$—$—$168
Cash equivalents:
U.S. and Canadian government obligations932——932
Other debt securities514——514
Total cash and cash equivalents$1,614$—$—$1,614
Nonqualified employee benefit trusts152—17

Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations and also in bank deposits. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal

CF INDUSTRIES HOLDINGS, INC.

governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of December 31, 2025 and 2024 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

December 31, 2025
Total Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Cash equivalents$1,353$1,353$—$—
Nonqualified employee benefit trusts1818——
Derivative assets1—1—
Derivative liabilities(5)—(5)—
December 31, 2024
Total Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Cash equivalents$1,446$1,446$—$—
Nonqualified employee benefit trusts1717——
Derivative assets4—4—
Derivative liabilities(3)—(3)—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. As of December 31, 2025 and 2024, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the OTC markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party. See Note 16—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

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

December 31, 2025December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
(in millions)
Long-term debt$3,215$3,131$2,971$2,827

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

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

In the fourth quarter of 2025, we recorded asset impairment charges related to property, plant and equipment at our Donaldsonville and Yazoo City facilities. See Note 6—Property, Plant and Equipment—Net for additional information.

In 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $43 million. See Note 8—Equity Method Investment for additional information.

10. Income Taxes

The components of earnings before income taxes and the components of our income tax provision are as follows:

Year ended December 31,
202520242023
(in millions)
Domestic$2,031$1,533$2,248
Non-U.S.208229—
Earnings before income taxes$2,239$1,762$2,248
Current
Federal$328$312$271
Foreign6142(26)
State464684
435400329
Deferred
Federal15(89)108
Foreign(9)3(5)
State—(29)(22)
6(115)81
Income tax provision$441$285$410

CF INDUSTRIES HOLDINGS, INC.

Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations are summarized below.

Year ended December 31,
202520242023
(in millions, except percentages)
Earnings before income taxes$2,239$1,762$2,248
Expected tax provision at U.S. statutory rate of 21%$47021.0%$37021.0%$47221.0%
Domestic federal reconciling items:
Tax credits(6)(0.3)%(3)(0.2)%(16)(0.7)%
Nontaxable or nondeductible items:
Net earnings attributable to noncontrolling interests(72)(3.2)%(54)(3.1)%(66)(2.9)%
Other(1)—%60.3%(3)(0.1)%
Effect of cross-border tax laws1—%10.1%30.1%
Changes in valuation allowances40.2%20.1%100.4%
Other:
Foreign-derived intangible income deduction(27)(1.2)%(27)(1.5)%(20)(0.9)%
Other20.1%10.1%10.1%
State and local income tax, net of federal income tax effect(1)351.6%100.6%532.4%
Foreign tax effects140.6%(5)(0.3)%(13)(0.6)%
Changes in unrecognized tax benefits210.9%(16)(0.9)%(11)(0.5)%
Income tax provision$441$285$410
Effective tax rate19.7%16.2%18.3%

(1)In both 2025 and 2024, state and local income taxes in Illinois, Iowa, Louisiana, and Minnesota comprise the majority of the state and local income tax, net of federal income tax effect category. In 2023, state and local income taxes in Illinois, Iowa and Minnesota comprise the majority of the state and local income tax, net of federal income tax effect category.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. As a result, earnings attributable to the noncontrolling interests of $343 million, $259 million and $313 million in 2025, 2024 and 2023, respectively, which are included in earnings before income taxes, impacted the effective tax rate in all three years. See Note 18—Noncontrolling Interests for additional information.

Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006 through 2011, we paid additional income taxes and related interest resulting in total payments of $224 million, which also reflect the impact of changes in foreign currency exchange rates.

In 2023, due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, we filed amended tax returns in the United States to request a refund of taxes paid.

In the third quarter of 2024, we were informed that the Canada Revenue Agency (CRA) granted one of our Canadian subsidiaries discretionary interest relief for certain tax years from 2006 through 2011, which were previously settled through arbitration proceedings between the United States and Canadian competent authorities. In the fourth quarter of 2024, we received the CRA portion of the interest relief consisting of interest refunds of $21 million and related interest of $2 million, and we were informed that the Alberta Tax and Revenue Administration (Alberta TRA) granted us discretionary interest relief in parallel with the CRA relief. The interest relief from the Alberta TRA was estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on estimates and foreign currency exchange rates as of December 31, 2024. As a result, in our consolidated statement of operations for the year ended December 31, 2024, we recognized $39 million of income consisting of a $36 million reduction in interest expense and $3 million of

CF INDUSTRIES HOLDINGS, INC.

interest income. During the fourth quarter of 2025, the Alberta TRA finalized interest relief owed to the Company, which was applied as credits to our account and is available to offset future income tax owed to the Alberta TRA.

Deferred Taxes

Deferred tax assets and deferred tax liabilities are as follows:

December 31,
20252024
(in millions)
Deferred tax assets:
Net operating loss and capital loss carryforwards, state$54$56
Net operating loss and capital loss carryforwards, foreign5649
Retirement and other employee benefits82
Foreign tax credits6157
State tax credits1411
Operating lease liabilities10066
Other4634
339275
Valuation allowance(118)(107)
221168
Deferred tax liabilities:
Depreciation and amortization(291)(273)
Investments in partnerships(647)(659)
Operating lease right-of-use assets(98)(63)
Foreign earnings(21)(14)
Other(33)(30)
(1,090)(1,039)
Net deferred tax liability$(869)$(871)

The Company does not have an indefinite reinvestment assertion in any of our foreign subsidiaries. As of December 31, 2025, we recorded a deferred tax liability of $21 million on the undistributed earnings of our Canadian subsidiaries.

As of December 31, 2025, our net operating loss and capital loss carryforwards consist primarily of state net operating loss carryforwards of $53 million, of which $14 million will expire at various dates between 2036 and 2044 and the remaining $39 million can be carried forward indefinitely, and foreign capital loss carryforwards of $55 million, which can be carried forward indefinitely. Our foreign subsidiaries have operations that do not normally generate capital gains and have no practical plans to do so in the future. As a result, we have recorded a full valuation allowance against all foreign capital loss carryforwards.

As of December 31, 2025, we have state tax credit carryforwards resulting in a deferred tax asset of $14 million. The state tax credits can be carried forward indefinitely.

In 2025, the net increase in the valuation allowance is primarily attributable to an increase of $5 million in a capital loss carryforward and associated valuation allowance generated from the loss on sale of the Ince facility, and an increase of $4 million in excess foreign tax credits associated with certain U.S. taxed foreign branch income. The excess foreign tax credits carried forward, subject to U.S. foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance. See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

In 2024, the net decrease in the valuation allowance is primarily attributable to a reduction of $83 million in a capital loss carryforward and the associated valuation allowance for one of our foreign subsidiaries in Canada. Additionally, based on income generated in the United Kingdom and the reversal of deferred tax assets, the remaining valuation allowance originally recorded in 2022 for one of our foreign subsidiaries in the United Kingdom was released in 2024, resulting in an $11 million decrease to the valuation allowance. Both of these decreases were partially offset by the impact of changes in foreign currency exchange rates.

CF INDUSTRIES HOLDINGS, INC.

In 2023, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S. taxed foreign branch income and the impact of changes in foreign currency exchange rates, partially offset by the utilization of deferred tax assets of one of our foreign subsidiaries in the United Kingdom. The excess foreign tax credits carried forward, subject to U.S. foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $55 million reflecting an increase of $11 million in 2023. Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was utilized in 2023, resulting in a $7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

December 31,
20252024
(in millions)
Unrecognized tax benefits:
Balance as of January 1$230$222
Additions for tax positions taken during the current year81
Additions for tax positions taken during prior years537
Reductions related to lapsed statutes of limitations——
Reductions related to settlements with tax jurisdictions(3)—
Balance as of December 31$288$230

In 2025, we increased the amount of our unrecognized tax benefit by $58 million, which primarily relate to U.S. tax positions under the Internal Revenue Service audit and refunds claimed on amended state tax returns. As of December 31, 2025, we had $288 million of unrecognized tax benefits.

The majority of our unrecognized tax benefits as of December 31, 2025 relate to transfer pricing positions for tax years after 2011 for certain of our Canadian subsidiaries which were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities. These unrecognized tax benefits have corollary receivables for the other jurisdiction impacted by the transfer pricing relationship, which are recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet. Recognizing these unrecognized tax benefits would result in additional tax expense of $1 million in the future. In addition, in order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, we made payments to the Canadian taxing authorities of CAD $363 million (approximately $267 million) in 2022, which are recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet. For the amounts ultimately owed and paid to the Canadian tax authorities upon resolution of these tax years after 2011, the Company would seek refunds of related taxes paid in the United States.

In 2024, we increased the amount of our unrecognized tax benefit by $8 million, which primarily relates to transfer pricing positions.

In 2023, we increased the amount of our unrecognized tax benefits by $74 million, which primarily relates to refunds claimed on the U.S. amended returns filed during the year, as discussed above under Canada Revenue Agency Competent Authority Matter. In addition, we reduced the amount of unrecognized tax benefits by $33 million, reflecting primarily the settlement of issues raised on state and Canadian income tax audits for various open tax years.

We file federal, provincial, state and local income tax returns principally in the United States, Canada and the United Kingdom, as well as in certain other foreign jurisdictions. In general, filed tax returns remain subject to examination by United States tax jurisdictions for years 2017 and thereafter, by Canadian tax jurisdictions for years 2012 and thereafter, and by the United Kingdom for years 2022 and thereafter.

Interest expense and penalties related to our unrecognized tax benefits of $7 million, $8 million and $(4) million were recorded for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, amounts recognized in our consolidated balance sheet for accrued interest and penalties related to our unrecognized tax benefits was $69 million, of which $58 million is included in other liabilities and $11 million is included as a reduction to other assets. As of December 31, 2024, amounts recognized in our consolidated balance sheet for accrued interest and penalties related to our unrecognized tax benefits was $55 million, which was included in other liabilities.

CF INDUSTRIES HOLDINGS, INC.

11. Pension and Other Postretirement Benefits

We maintain five funded pension plans, consisting of three in North America (one U.S. plan and two Canadian plans) and two in the United Kingdom. We also provide group medical insurance benefits, which vary by group and location, to certain retirees in North America. In connection with a revision to our retirement plan strategy, we have completed certain plan amendments and annuity purchases, as described below, intended to ultimately terminate and fully settle all five pension plans in accordance with applicable local regulatory requirements.

Both U.K. pension plans have been closed to new employees and future accruals. In the fourth quarter of 2022, we executed amendments to our North America pension plans, which, among other things, closed the cash balance portion of the U.S. plan that provided benefits based on years of service and interest credits, effective December 31, 2022, and established effective dates for each of the three North America plans to freeze future benefit accruals through the end of 2025. As a result, as of December 31, 2025, all of our North America plans are closed to new employees and future accruals.

In the third quarter of 2025, we amended two of our North America pension plans to terminate each plan effective December 31, 2025.

Purchase of Annuity Contracts in the United Kingdom

During the fourth quarter of 2025, the U.K. pension plan trustees purchased non-participating group buy-in annuity contracts from an insurance company for approximately $349 million. This transaction was funded directly by assets of the pension plans. Under the terms of the annuity contracts, the insurer makes periodic payments to the pension plans equal to the benefits covered by the contracts. The annuity contracts are recognized as plan assets and presented as “Buy-in annuity contracts” in the December 31, 2025 United Kingdom pension plan assets table, below.

Purchase of Annuity Contracts in Canada

For one of our Canadian plans, during the fourth quarter of 2025, we purchased a non-participating group buy-out annuity contract and transferred approximately $40 million, or 94%, of the plan’s liabilities to an insurance company. This transaction was funded with plan assets and reflected as “Pension annuity purchase” in the table below. Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for over 200 participants, primarily retirees or their beneficiaries. As a result of this transaction, in the fourth quarter of 2025, we remeasured the plan’s projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $1 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss. For the remaining portion of plan liabilities, we purchased a non-participating group buy-in annuity contract from the insurance company. Under the terms of the annuity contract, the insurer makes periodic payments to the plan equal to the benefits covered by the contract. This annuity contract is recognized as a plan asset and included in the line “Buy-in annuity contracts” in the December 31, 2025 North American pension plan assets table, below.

For the other Canadian pension plan, during the fourth quarter of 2025, we purchased a non-participating group buy-in annuity contract from the insurance company for approximately $60 million. This transaction was funded with plan assets. Under the terms of the annuity contract, the insurer makes periodic payments to the plan equal to the benefits covered by the contract. This annuity contract is recognized as a plan asset and included in the line “Buy-in annuity contracts” in the December 31, 2025 North American pension plan assets table, below.

CF INDUSTRIES HOLDINGS, INC.

Our plan assets, benefit obligations, funded status and amounts recognized on our consolidated balance sheets for our North America and United Kingdom plans as of the December 31 measurement date are as follows:

Pension PlansRetiree Medical Plans
North AmericaUnited KingdomNorth America
December 31,December 31,December 31,
202520242025202420252024
(in millions)
Change in plan assets
Fair value of plan assets as of January 1$299$313$345$360$—$—
Return on plan assets24109(7)——
Employer contributions(2)—12222
Pension annuity purchase(39)—————
Benefit payments(14)(13)(24)(24)(2)(2)
Foreign currency translation5(11)26(6)——
Fair value of plan assets as of December 31273299357345——
Change in benefit obligation
Benefit obligation as of January 1(278)(292)(317)(367)(19)(20)
Service cost(4)(5)————
Interest cost(14)(13)(18)(16)(1)(1)
Benefit payments1413242422
Foreign currency translation(4)9(24)5——
Pension annuity purchase40—————
Change in assumptions and other(18)10—37(1)—
Benefit obligation as of December 31(264)(278)(335)(317)(19)(19)
Funded status as of December 31$9$21$22$28$(19)$(19)

For our North America pension plans, the line titled “change in assumptions and other” for 2025 primarily reflects the impact of an increase in the U.S. plan’s projected benefit obligation to its estimated plan termination liability and, for 2024, primarily reflects the impact of gains due to the increase in discount rates, partially offset by the increase in the interest crediting rate for the cash balance portion of the U.S. plan.

For our United Kingdom pension plans, the line titled “change in assumptions and other” for 2024 primarily reflects gains due to the increase in discount rates.

Amounts recognized on the consolidated balance sheets consist of the following:

Pension PlansRetiree Medical Plans
North AmericaUnited KingdomNorth America
December 31,December 31,December 31,
202520242025202420252024
(in millions)
Other assets$18$21$22$28$—$—
Accounts payable and accrued expenses————(2)(2)
Other current liabilities(9)—————
Other liabilities————(17)(17)
$9$21$22$28$(19)$(19)

CF INDUSTRIES HOLDINGS, INC.

Pre-tax amounts recognized in accumulated other comprehensive loss consist of the following:

Pension PlansRetiree Medical Plans
North AmericaUnited KingdomNorth America
December 31,December 31,December 31,
202520242025202420252024
(in millions)
Prior service cost$—$—$1$1$—$—
Net actuarial loss (gain)4(3)9471(3)(5)
$4$(3)$95$72$(3)$(5)

Net periodic benefit cost (income) and other amounts recognized in other comprehensive (income) loss for the years ended December 31 included the following:

Pension PlansRetiree Medical Plans
North AmericaUnited KingdomNorth America
202520242023202520242023202520242023
(in millions)
Service cost$4$5$5$—$—$—$—$—$—
Interest cost141313181616111
Expected return on plan assets(16)(16)(15)(27)(28)(25)———
Settlement loss1————————
Amortization of actuarial gain————————(1)
Net periodic benefit cost (income)323(9)(12)(9)11—
Net actuarial loss (gain)8(4)(6)17(1)1421(2)
Settlement loss(1)————————
Amortization of actuarial gain————————1
Total recognized in other comprehensive loss (income)7(4)(6)17(1)1421(1)
Total recognized in net periodic benefit cost (income) and other comprehensive loss (income)$10$(2)$(3)$8$(13)$5$3$2$(1)

Service cost is recognized in cost of sales and selling, general and administrative expenses, and the other components of net periodic benefit cost are recognized in other non-operating—net in our consolidated statements of operations.

The accumulated benefit obligation (ABO) in aggregate for the defined benefit pension plans in North America was approximately $264 million and $277 million as of December 31, 2025 and 2024, respectively. The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $335 million and $317 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the ABO for all five of our defined benefit pension plans was equal to each plan’s projected benefit obligation (PBO) as all future benefit accruals were frozen on or before December 31, 2025.

The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets or a PBO in excess of plan assets as of December 31, which excludes four of the defined benefit pension plans in 2025, and for 2024, excludes all five of the defined benefit pension plans:

North AmericaUnited Kingdom
2025202420252024
(in millions)
Accumulated benefit obligation$194$—$—$—
Projected benefit obligation194———
Fair value of plan assets185———

CF INDUSTRIES HOLDINGS, INC.

Our pension funding policy in North America is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate. Actual contributions may vary from estimated amounts depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

In accordance with United Kingdom pension legislation, our United Kingdom pension funding policy is to contribute amounts sufficient to meet the funding level target agreed between the employer and the trustees of the United Kingdom plans. Actual contributions are usually agreed with the plan trustees in connection with each triennial valuation and may vary following each such review depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions. As a result of the buy-in annuity contracts purchased in the fourth quarter of 2025, as discussed above, revised agreements were executed with the plan trustees and cover contributions solely towards each plan’s administrative expenses payable from January 1, 2026 to December 31, 2030, as no additional funding contributions are expected. These administrative expenses are not expected to be material.

We currently estimate that our consolidated pension funding cash contributions for 2026 will be approximately $9 million consisting solely of estimated cash contributions for our U.S. pension plan.

The expected future benefit payments for our pension and retiree medical plans are as follows:

Pension PlansRetiree Medical Plans
North AmericaUnited KingdomNorth America
(in millions)
2026(1)$263$26$2
2027—272
2028—272
2029—282
2030—282
2031-2035101536

(1)As of December 31, 2025, the majority of expected future benefit payments for our North American pension plans are projected to occur in 2026 due to the effective plan termination on December 31, 2025 for two of our North American plans.

The following assumptions were used in determining the benefit obligations and expense:

Pension PlansRetiree Medical Plans
North AmericaUnited KingdomNorth America
202520242023202520242023202520242023
Weighted-average discount rate—obligation4.2%5.2%4.8%5.5%5.5%4.6%5.1%5.4%4.8%
Weighted-average discount rate—expense5.2%4.8%5.1%5.5%4.6%4.8%5.4%4.8%5.0%
Weighted-average cash balance interest crediting rate—obligation3.8%4.4%3.9%n/an/an/an/an/an/a
Weighted-average cash balance interest crediting rate—expense4.4%3.9%3.9%n/an/an/an/an/an/a
Weighted-average rate of increase in future compensationn/a3.3%3.3%n/an/an/an/an/an/a
Weighted-average expected long-term rate of return on assets—expense5.1%5.0%4.8%6.1%6.5%6.1%n/an/an/a
Weighted-average retail price index—obligationn/an/an/a2.8%3.1%3.0%n/an/an/a
Weighted-average retail price index—expensen/an/an/a3.1%3.0%3.2%n/an/an/a

n/a—not applicable

The discount rates for all plans are developed by plan using spot rates derived from a hypothetical yield curve of high quality (AA rated or better) fixed income debt securities as of the year-end measurement date to calculate discounted cash flows (the projected benefit obligation) and solving for a single equivalent discount rate that produces the same projected benefit obligation. In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible

CF INDUSTRIES HOLDINGS, INC.

employee is currently entitled, based on the employee’s expected date of separation or retirement. For the two North American plans with effective termination dates of December 31, 2025, the project benefit obligations were determined on a settlement basis taking into account the estimated plan termination liability.

Prior to December 31, 2025, the cash balance interest crediting rate for the U.S. plan was based on the greater of 10-year Treasuries or 3.0%. Given the pending plan termination, the interest crediting rate after the December 31, 2025 termination date is set at the 5-year average of the plan’s cash balance interest crediting rate prior to the plan termination date, which is the basis for the 2025 assumption of 3.8% shown in the table above.

For our North American plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses and weighted by target asset allocation percentages as applicable. As of January 1, 2026, our weighted-average expected long-term rate of return on assets for our North American plans is 4.5%, which will be used in determining net periodic benefit cost for our North American plans for 2026.

For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers’ fees and estimated plan expenses. As of January 1, 2026, our weighted-average expected long-term rate of return on assets for our United Kingdom plans is 4.8%, which will be used in determining net periodic benefit cost for our United Kingdom plans for 2026.

The retail price index for our United Kingdom plans is developed using a U.K. Government Gilt Prices Only retail price inflation curve, which is based on the difference between yields on fixed interest government bonds and index-linked government bonds.

For the measurement of the benefit obligation at December 31, 2025 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, start with an 8.0% increase in 2026, followed by a gradual decline in increases to 4.5% for 2035 and thereafter. For post-age 65 retirees, the assumed health care cost trend rates start with a 9.3% increase in 2026, followed by a gradual decline in increases to 4.5% for 2035 and thereafter. For the measurement of the benefit obligation at December 31, 2024 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, started with an 8.4% increase in 2025, followed by a gradual decline in increases to 4.5% for 2034 and thereafter. For post-age 65 retirees, the assumed health care cost trend rates started with a 9.8% increase in 2025, followed by a gradual decline in increases to 4.5% for 2034 and thereafter.

The objectives of the investment policies governing the pension plans are to administer the assets of the plans for the benefit of the participants in compliance with all laws and regulations, and to establish an asset mix that provides for diversification and considers the risk of various different asset classes with the purpose of generating favorable investment returns. The investment policies consider circumstances such as participant demographics, time horizon to retirement and liquidity needs, and provide guidelines for asset allocation, planning horizon, general portfolio issues and investment manager evaluation criteria. The investment strategies for the plans, including target asset allocations and investment vehicles, are subject to change within the guidelines of the policies. As a result of revisions to our retirement plan strategies, our plan assets and investment strategies were updated in the fourth quarter of 2025.

For our U.S. pension plan, the target asset allocation is 100% non-equity, which is generally determined based on analysis of actual historical rates of return and plan needs and circumstances. These investments consist primarily of money market instruments and investments in debt securities that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions. The non-equity investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status. This investment strategy is achieved through the use of mutual funds and individual securities.

The plan assets for our Canadian plans and our United Kingdom plans primarily consist of non-participating group buy-in annuity contracts, as described above. These buy-in annuity contracts are effectively investment assets through which the plans receive payments from the insurers that correspond to the pension benefit payments due to covered participants of the plans. Because the buy-in annuity contracts represent large, illiquid assets for which valuation inputs are unobservable and significant judgment is required in developing assumptions that market participants would use in pricing the assets, they are classified as Level 3 investments within the fair value hierarchy, as reflected in the tables below.

Prior to the purchase of the buy-in annuity contracts in the fourth quarter of 2025, the target asset allocation for our Canadian plans was 100% non-equity, achieved through the use of individual securities. The investments consisted primarily of investments in debt securities selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.

CF INDUSTRIES HOLDINGS, INC.

Prior to the purchase of the buy-in annuity contracts in the fourth quarter of 2025, assets of the United Kingdom plans were invested in pooled funds managed by an investment manager appointed by the trustees. The assets were allocated between a growth portfolio and a matching portfolio. The growth portfolio sought a return premium on investments across multiple asset classes. The matching portfolio sought to align asset changes with changes in liabilities due to interest rates and inflation expectations. In 2024, the target asset allocation for one of the United Kingdom plans was 25% in the growth portfolio and 75% in the matching portfolio, and 30% in the growth portfolio and 70% in the matching portfolio for the other.

The fair values of our pension plan assets as of December 31, 2025 and 2024, by major asset class, are as follows:

North America
December 31, 2025
Total Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Cash and cash equivalents(1)$99$—$99$—
Short-term investments(2)25—25—
Buy-in annuity contracts(3)63——63
Fixed income
U.S. Treasury bonds and notes(4)1212——
Fixed income mutual funds(5)3333——
Corporate bonds and notes(6)35—35—
Government and agency securities(7)2—2—
Other(8)4—4—
Total assets at fair value by fair value levels$273$45$165$63
United Kingdom
December 31, 2025
Total Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Cash and cash funds(9)$4$3$1$—
Buy-in annuity contracts(3)352——352
Total assets at fair value by fair value levels$356$3$1$352
Funds measured at NAV as a practical expedient(10)1
Total assets at fair value$357

CF INDUSTRIES HOLDINGS, INC.

North America
December 31, 2024
Total Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Cash and cash equivalents(1)$2$1$1$—
Equity mutual funds
Index equity(11)4141——
Fixed income
U.S. Treasury bonds and notes(4)1414——
Fixed income mutual funds(5)4242——
Corporate bonds and notes(6)100—100—
Government and agency securities(7)90—90—
Other(8)10—10—
Total assets at fair value by fair value levels$299$98$201$—
United Kingdom
December 31, 2024
Total Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in millions)
Cash and cash funds(9)$2$1$1$—
Pooled equity funds(12)14—14—
Pooled diversified funds(13)31—31—
Debt funds
Pooled U.K. government fixed and index-linked securities funds(14)78—78—
Pooled global debt funds(15)124—124—
Pooled liability-driven investment funds(16)52—52—
Total assets at fair value by fair value levels$301$1$300$—
Funds measured at NAV as a practical expedient(10)43
Total assets at fair value$344
Receivable from redemption1
Total assets$345

(1)Cash and cash equivalents are primarily short-term money market funds.

(2)Short-term investments represent investments in a pooled money market fund that invests primarily in Canadian-dollar denominated debt securities, maturing in no more than one year.

(3)The fair values of the buy-in annuity contracts are estimated based on their exit price, that is, the amount at which the contracts could be sold to a willing third-party buyer.

(4)U.S. Treasury bonds and notes are valued based on quoted market prices in an active market.

(5)The fixed income mutual funds invest primarily in high-quality longer duration fixed income securities, which include bonds, debt securities and other similar instruments. The funds are priced based on a daily published net asset value (NAV).

(6)Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.

(7)Government and agency securities consist of U.S. municipal bonds and for 2024 only, Canadian provincial bonds. These securities are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.

CF INDUSTRIES HOLDINGS, INC.

(8)Other includes primarily mortgage-backed, asset-backed securities and U.S. Treasury strips. Mortgage-backed and asset-backed securities are valued by institutional pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models. U.S. Treasury strips are valued using stripped interest and stripped principal yield curves based on data obtained from various dealer contacts and live data sources.

(9)Cash and cash funds include a cash fund that invests primarily in short-dated money market instruments.

(10)Funds measured at NAV as a practical expedient as of December 31, 2025 include a fund of funds that invests primarily in freehold and leasehold property in the United Kingdom. Funds measured at NAV as a practical expedient as of December 31, 2024 include funds of funds with return strategies that provide exposure to various asset classes and credit strategies, as well as alternative investment strategies that may include multi-asset credit strategies, global macro strategies, commodities, fixed income, equities and currency, and funds that invest primarily in freehold and leasehold property in the United Kingdom. The valuation of the funds is based on NAV determined by the fund managers using the value of the underlying assets.

(11)The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices. They were valued at quoted market prices in an active market, which represented the NAVs of the shares held by the plan.

(12)Pooled equity funds invest in a broad array of global equity, equity-related securities, a range of diversifiers and may use derivatives for efficient portfolio management. The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(13)Pooled diversified funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives. The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(14)Pooled U.K. government fixed and index-linked securities funds invest primarily in Sterling denominated fixed income and inflation-linked fixed income securities issued or guaranteed by the U.K. government and may use derivatives for efficient portfolio management. The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(15)Pooled global debt funds invest in a broad array of debt securities from corporate and government bonds to emerging markets and high-yield fixed and floating rate securities of varying maturities and may use derivatives for efficient portfolio management. The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(16)Pooled liability-driven investment funds primarily invest, either through a sub-fund or directly, in gilt repurchase agreements, physical U.K. government gilts, other inflation-linked fixed income securities, and derivatives to provide exposure to interest rates and inflation, thus hedging these elements of risk associated with pension liabilities. The funds were valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

We have defined contribution plans covering substantially all employees in North America and the United Kingdom. Depending on the specific provisions of each plan, qualified employees receive company contributions based on a percentage of base salary or base salary and incentive pay, matching of employee contributions up to specified limits, or a combination of both. In 2025, 2024 and 2023, we recognized expense related to our contributions to the defined contribution plans of $41 million, $37 million and $34 million, respectively.

In addition to our qualified defined benefit pension plans, we also maintain certain nonqualified supplemental pension plans for highly compensated employees as defined under federal law. The amounts recognized in accrued expenses and other liabilities in our consolidated balance sheets for these plans were $1 million and $9 million, respectively, as of December 31, 2025, and $1 million and $9 million, respectively, as of December 31, 2024. We recognized expense for these plans of $1 million in each of the years ended December 31, 2025, 2024 and 2023.

12. Financing Agreements

Revolving Credit Agreement

On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (the Prior Credit Agreement). The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030 and has a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement. CF Industries may designate as borrowers one or more wholly-owned subsidiaries that are organized in the United States or any state thereof, the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement and the administrative agent.

CF INDUSTRIES HOLDINGS, INC.

Borrowings under the Revolving Credit Agreement can be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bear interest at an annual rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin. We are required to pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.

As of December 31, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. As of December 31, 2025, and during the year ended December 31, 2025, there were no borrowings outstanding under the Revolving Credit Agreement. As of December 31, 2024, and during the year ended December 31, 2024, there were no borrowings outstanding under the Prior Credit Agreement.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant. As of December 31, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Reimbursement Agreement

We are party to a reimbursement agreement providing for the issuance of up to $425 million of letters of credit. As of December 31, 2025, approximately $339 million of letters of credit were outstanding under this agreement. The primary purpose of the letters of credit outstanding is to provide credit support to Canadian taxing authorities for amounts related to certain tax years that were reassessed and objected to, and which have been accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities.

Senior Notes

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

Effective Interest RateDecember 31, 2025December 31, 2024
Principal OutstandingCarrying Amount**(1)**Principal OutstandingCarrying Amount**(1)**
(in millions)
Public Senior Notes:
5.150% due March 20345.293%$750$743$750$742
5.300% due November 20355.444%1,000989——
4.950% due June 20435.040%750742750742
5.375% due March 20445.478%750741750741
Senior Secured Notes:
4.500% due December 2026(2)4.783%——750746
Total long-term debt$3,250$3,215$3,000$2,971

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $5 million and $6 million as of December 31, 2025 and 2024, respectively, and total deferred debt issuance costs were $30 million and $23 million as of December 31, 2025 and 2024, respectively.

(2)Effective August 23, 2021, these notes were no longer secured, in accordance with the terms of the applicable indenture.

On November 26, 2025, CF Industries issued $1 billion aggregate principal amount of 5.300% senior notes due 2035 (the 2035 Notes). The net proceeds, after deducting discounts and offering expenses, from the issuance and sale of the 2035 Notes were approximately $989 million. On December 26, 2025, in accordance with the optional redemption provisions in the indenture governing the 4.500% senior secured notes due 2026 (the 2026 Notes), we used approximately $756 million of the net proceeds for the prepayment (including payment of a make-whole amount of $4 million and accrued interest of $2 million) in full of the outstanding $750 million aggregate principal amount of the 2026 Notes. As a result, we recognized a loss on debt extinguishment of $6 million, consisting primarily of the premium paid on the redemption of the $750 million principal amount of the 2026 Notes prior to their scheduled maturity. We intend that the remainder of the net proceeds be used for general corporate purposes.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2035, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF

CF INDUSTRIES HOLDINGS, INC.

Holdings. Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

13. Interest Expense

Details of interest expense are as follows:

Year ended December 31,
202520242023
(in millions)
Interest on borrowings(1)$155$150$150
Fees on financing agreements and other(1)1098
Interest on tax liabilities(2)4(27)(2)
Interest capitalized(14)(11)(6)
Interest expense$155$121$150

(1)See Note 12—Financing Agreements for additional information.

(2)Interest on tax liabilities for the year ended December 31, 2024 primarily relates to discretionary interest relief granted from the CRA and the Alberta TRA. See Note 10—Income Taxes for additional information.

14. Variable Interest Entity

On April 8, 2025, we formed the Blue Point joint venture, Blue Point Number One, LLC, with JERA Co., Inc. (JERA), Japan’s largest energy company, and Mitsui & Co., Ltd. (Mitsui), a leading global investment and trading company, to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana. We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture. 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 carbon dioxide (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.

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.

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

We determined that the Blue Point joint venture is a VIE of which we are the primary beneficiary. We have a significant variable interest in the Blue Point joint venture through our 40% equity interest. We are considered the primary beneficiary of the VIE as we have both the power to direct the day-to-day operations of the low-carbon ammonia production facility, which are the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40% equity interest. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interests.

CF INDUSTRIES HOLDINGS, INC.

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

December 31, 2025
(in millions)
Assets
Cash and cash equivalents$130
Other current assets1
Property, plant and equipment—net361
Other assets1
Total assets$493
Liabilities
Accounts payable and accrued expenses$52
Other liabilities1
Total liabilities$53

As of December 31, 2025, all assets of the Blue Point joint venture can only be used to settle the obligations of the Blue Point joint venture. In addition, as of December 31, 2025, all liabilities of the Blue Point joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings.

CF Holdings has provided guarantees for certain financial commitments of the Blue Point joint venture to several third-party vendors; however, as of December 31, 2025, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

15. Other Operating—Net

Details of other operating—net are as follows:

Year ended December 31,
202520242023
(in millions)
Loss on disposal of property, plant and equipment$3$12$4
Gain on sale of emission credits(8)(47)(39)
Gain on foreign currency transactions(1)(5)——
45Q Tax Credits(2)(42)——
Other(3)27254
Other operating—net$(25)$(10)$(31)

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

(2)Represents income earned from 45Q Tax Credits, which reduced our current income tax payable for the period.

(3)Other primarily includes the front-end engineering and design study costs related to our clean energy initiatives, development costs for our Blue Point joint venture, commissioning costs for the decarbonization project at our Donaldsonville complex with carbon capture and sequestration, and gains on the recovery of certain precious metals used in the manufacturing process.

CF INDUSTRIES HOLDINGS, INC.

16. Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the OTC markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of December 31, 2025, we had natural gas derivative contracts covering certain periods through March 2027.

As of December 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 13.5 million MMBtus of natural gas. As of December 31, 2024, we had open natural gas derivative contracts consisting of natural gas fixed price swaps and basis swaps for 16.0 million MMBtus of natural gas. For the year ended December 31, 2025, we used derivatives to cover approximately 2% of our natural gas consumption.

The effect of derivatives on our consolidated statements of operations is shown in the table below.

Gain (loss) recognized in income
Year ended December 31,
Location202520242023
(in millions)
Natural gas derivatives
Unrealized net (losses) gainsCost of sales$(5)$35$39
Realized net lossesCost of sales(1)(40)(139)
Net derivative losses$(6)$(5)$(100)

The fair values of derivatives on our consolidated balance sheets are shown below. As of December 31, 2025 and 2024, none of our derivative instruments were designated as hedging instruments. See Note 9—Fair Value Measurements for additional information on derivative fair values.

Asset DerivativesLiability Derivatives
Balance Sheet LocationDecember 31,Balance Sheet LocationDecember 31,
2025202420252024
(in millions)(in millions)
Natural gas derivativesOther current assets$—$4Other current liabilities$(5)$(3)
Natural gas derivativesOther assets1—Other liabilities——

The counterparties to our derivative contracts are multinational commercial banks, major financial institutions and large energy companies. Our derivative contracts are executed with several counterparties under International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for OTC derivatives that mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement. These rights are described further below:

  • Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us and our counterparties under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.

  • Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party.

CF INDUSTRIES HOLDINGS, INC.

  • Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

Most of our ISDA agreements contain credit-risk-related contingent features such as cross default provisions. In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position. As of December 31, 2025 and 2024, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $4 million and zero, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. As of December 31, 2025 and 2024, we had no cash collateral on deposit with counterparties for derivative contracts.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of December 31, 2025 and 2024:

Amounts presented in consolidated balance sheets**(1)**Gross amounts not offset in consolidated balance sheets
Financial instrumentsCash collateral received (pledged)Net amount
(in millions)
December 31, 2025
Total derivative assets$1$—$—$1
Total derivative liabilities(5)——(5)
Net derivative liabilities$(4)$—$—$(4)
December 31, 2024
Total derivative assets$4$—$—$4
Total derivative liabilities(3)——(3)
Net derivative assets$1$—$—$1

(1)We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same.

We do not believe the contractually allowed netting, close-out netting or setoff of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

17. Supplemental Balance Sheet Data

Accounts Receivable—Net

Accounts receivable—net consist of the following:

December 31,
20252024
(in millions)
Trade$444$378
Other4426
Accounts receivable—net$488$404

CF INDUSTRIES HOLDINGS, INC.

Inventories

Inventories consist of the following:

December 31,
20252024
(in millions)
Finished goods$332$263
Raw materials, spare parts and supplies5151
Total inventories$383$314

Other Assets

Other assets consist of the following:

December 31,
20252024
(in millions)
Spare parts$228$208
Nonqualified employee benefit trusts1817
Tax-related assets654638
Other8054
Total other assets$980$917

Tax-related assets include long-term receivables related to U.S. and Canadian transfer pricing and the related interest, and certain payments to Canadian taxing authorities in 2022. See Note 10—Income Taxes for additional information.

Other includes defined benefit pension plans in a net asset funded status. See Note 11—Pension and Other Postretirement Benefits for additional information.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

December 31,
20252024
(in millions)
Accounts payable(1)$148$125
Accrued capital expenditures(1)5159
Accrued natural gas costs127106
Payroll and employee-related costs11369
Accrued interest3230
Other210214
Total accounts payable and accrued expenses$681$603

(1)As of December 31, 2025 and 2024, accrued capital expenditures totaled $118 million and $101 million, respectively, of which $65 million and $42 million, respectively, are included within accounts payable in the table above, and as of December 31, 2025, $2 million is included in other liabilities.

Payroll and employee-related costs include accrued salaries and wages, vacation, benefits, incentive plans and payroll taxes.

Accrued interest includes interest payable on our outstanding senior notes. See Note 12—Financing Agreements and Note 13—Interest Expense for additional information.

Other includes accrued utilities, property and other taxes, sales incentives and other credits, accrued litigation settlement costs, and accrued maintenance and professional services.

CF INDUSTRIES HOLDINGS, INC.

Other Current Liabilities

As of December 31, 2025, other current liabilities of $19 million consist primarily of a defined benefit pension plan liability of $9 million and an unrealized loss on natural gas derivatives of $5 million.

As of December 31, 2024, other current liabilities of $9 million consist primarily of an unrealized loss on natural gas derivatives of $3 million and asset retirement obligations of $4 million.

See Note 11—Pension and Other Postretirement Benefits, Note 16—Derivative Financial Instruments and Note 23—Asset Retirement Obligations for additional information.

Other Liabilities

Other liabilities consist of the following:

December 31,
20252024
(in millions)
Benefit plans and deferred compensation$47$40
Tax-related liabilities262245
Other2816
Other liabilities$337$301

Benefit plans and deferred compensation include liabilities for pensions, retiree medical benefits, and the noncurrent portion of incentive plans. See Note 11—Pension and Other Postretirement Benefits for additional information.

Tax-related liabilities include reserves for unrecognized tax benefits and the related interest. See Note 10—Income Taxes for additional information.

18. Noncontrolling Interests

We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. We also have a 40% ownership interest in the Blue Point joint venture. JERA and Mitsui own the remaining membership interests. See Note 14—Variable Interest Entity for additional information on the Blue Point joint venture.

For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point joint venture are consolidated into our financial statements. CHS’ interest in CFN and each of JERA’s and Mitsui’s interests in the Blue Point joint venture are recorded in noncontrolling interests in our consolidated financial statements.

CF INDUSTRIES HOLDINGS, INC.

A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to noncontrolling interests on our consolidated balance sheets is provided below.

Year ended December 31,
202520242023
CFNBlue PointTotalCFNCFN
(in millions)
Noncontrolling interests:
Balance as of January 1$2,607$—$2,607$2,656$2,802
Issuance of noncontrolling interests in Blue Point Number One, LLC—291291——
Earnings attributable to noncontrolling interests3412343259313
Declaration of distributions payable(304)—(304)(308)(459)
Balance as of December 31$2,644$293$2,937$2,607$2,656
Distributions payable to noncontrolling interests:
Balance as of January 1$—$—$—$—$—
Declaration of distributions payable304—304308459
Distributions to noncontrolling interests(304)—(304)(308)(459)
Balance as of December 31$—$—$—$—$—

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

On January 30, 2026, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2025, in accordance with CFN’s limited liability company agreement. On January 30, 2026, CFN distributed $201 million to CHS for the distribution period ended December 31, 2025.

19. Stockholders’ Equity

Common Stock

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs, or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock through December 31, 2025 (the 2022 Share Repurchase Program). On May 6, 2025, the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon the completion of the 2022 Share Repurchase Program and effective through December 31, 2029 (the 2025 Share Repurchase Program). In October 2025, we completed the 2022 Share Repurchase Program and commenced repurchases under the 2025 Share Repurchase Program.

CF INDUSTRIES HOLDINGS, INC.

The following table summarizes the share repurchases under the 2025 Share Repurchase Program and the 2022 Share Repurchase Program.

2025 Share Repurchase Program2022 Share Repurchase Program
SharesAmounts**(1)**SharesAmounts**(1)**
(in millions)
Shares repurchased in 2023—$—5.6$425
Shares repurchased in 2024—$—18.8$1,513
Shares repurchased in 2025:
First quarter—$—5.4$434
Second quarter——2.8202
Third quarter——4.3364
Fourth quarter3.42780.762
Total shares repurchased in 20253.4$27813.2$1,062
Shares repurchased as of December 31, 20253.4$27837.6$3,000

(1)As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In 2025, we completed the 2022 Share Repurchase Program with the repurchase of 13.2 million shares for $1.06 billion, and we repurchased 3.4 million shares under the 2025 Share Repurchase Program for $278 million.

The shares we repurchase are held as treasury stock. If the Board authorizes us to retire the shares, they are returned to the status of authorized but unissued shares. As part of the retirements, we reduce our treasury stock, paid-in capital and retained earnings balances. In 2025, we retired 17.1 million shares of repurchased stock, including shares repurchased under the 2022 Share Repurchase Program and the 2025 Share Repurchase Program. In 2024, we retired 18.7 million shares of repurchased stock. As of December 31, 2025 and 2024, we held zero shares and 354,264 shares, respectively, of treasury stock.

Changes in common shares outstanding are as follows:

Year ended December 31,
202520242023
Beginning balance169,882,990188,188,401195,604,404
Exercise of stock options22,48546,28539,106
Issuance of restricted stock(1)413,843769,607664,200
Purchase of treasury shares(2)(16,767,156)(19,121,303)(8,119,309)
Ending balance153,552,162169,882,990188,188,401

(1)Includes shares issued from treasury.

(2)Consists of shares repurchased under share repurchase programs and shares withheld to pay employee tax obligations upon the vesting of restricted stock or the exercise of stock options.

Preferred Stock

CF Holdings is authorized to issue 50 million shares of $0.01 par value preferred stock. Our Third Amended and Restated Certificate of Incorporation authorizes the Board, without any further stockholder action or approval, to issue these shares in one or more classes or series, and (except in the case of our Series A Junior Participating Preferred Stock, 500,000 shares of which are authorized and the terms of which were specified in the original certificate of incorporation of CF Holdings) to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions. The Series A Junior Participating Preferred Stock had been established in CF Holdings’ original certificate of incorporation in connection with our former stockholder rights plan that expired in 2015. No shares of preferred stock have been issued.

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:

Foreign Currency Translation AdjustmentUnrealized Gain (Loss) on DerivativesDefined Benefit PlansAccumulated Other Comprehensive Loss
(in millions)
Balance as of December 31, 2022$(179)$3$(54)$(230)
Loss arising during the period——(6)(6)
Reclassification to earnings(1)——(1)(1)
Effect of exchange rate changes and deferred taxes33—(5)28
Balance as of December 31, 2023$(146)$3$(66)$(209)
Gain arising during the period——44
Effect of exchange rate changes and deferred taxes(75)——(75)
Balance as of December 31, 2024$(221)$3$(62)$(280)
Loss arising during the period——(27)(27)
Reclassification to earnings(1):
Settlement loss——11
Effect of exchange rate changes and deferred taxes70—171
Balance as of December 31, 2025$(151)$3$(87)$(235)

(1) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations were not material.

20. Stock-based Compensation

2022 Equity and Incentive Plan

In May 2022, our shareholders approved the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the 2022 Equity and Incentive Plan), including 2.5 million new shares of the Company’s common stock available for grant thereunder as part of our pay-for-performance compensation program, which we use to provide incentives that are aligned with the interests of our shareholders. The 2022 Equity and Incentive Plan replaced the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria, to employees and certain consultants of the Company and its subsidiaries and non-employee directors of the Company.

Share Reserve and Individual Award Limits

The maximum number of shares reserved for the grant of awards under the 2022 Equity and Incentive Plan is the sum of (i) 2.5 million shares, plus (ii) the number of shares that remain available for new grants under the 2014 Equity and Incentive Plan when the 2022 Equity and Incentive Plan was approved by shareholders, plus (iii) the number of shares subject to stock options granted under the 2014 Equity and Incentive Plan or the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan that were outstanding when the 2022 Equity and Incentive Plan was approved by shareholders, but only to the extent such awards terminate or expire without the delivery of shares, plus (iv) 1.61 times the number of shares subject to restricted stock or restricted stock unit awards (including performance restricted stock unit awards) granted under the 2014 Equity and Incentive Plan that were outstanding when the 2022 Equity and Incentive Plan was approved by shareholders, but only to the extent such awards terminate or expire without the delivery of shares. In no event will the number of shares available for issuance under the 2022 Equity and Incentive Plan exceed 10,615,515 shares. Shares issued with respect to all awards granted under the 2022 Equity and Incentive Plan are counted against the share reserve on a one-for-one basis. The shares subject to any outstanding award under the 2022 Equity and Incentive Plan will be available for subsequent award and issuance under the 2022 Equity and Incentive Plan to the extent those awards subsequently expire, are forfeited or cancelled, or terminate for any reason prior to issuance of the shares subject to those awards. In addition, shares tendered or withheld in payment of the exercise price of an award and shares withheld by the Company to satisfy tax withholding obligations related to an award will be available for subsequent award under the 2022 Equity and Incentive Plan. As of December 31, 2025, we had approximately 6.3 million shares available for future awards under the 2022 Equity and Incentive Plan. The 2022 Equity and Incentive Plan provides that

CF INDUSTRIES HOLDINGS, INC.

no more than 5.0 million shares may be issued pursuant to the exercise of incentive stock options, subject to adjustment upon certain capitalization events.

Restricted Stock Awards, Restricted Stock Units and Performance Restricted Stock Units

The fair value of a restricted stock award (RSA) or a restricted stock unit (RSU) is equal to the number of shares subject to the award multiplied by the closing market price of our common stock on the date of grant. We estimated the fair value of each performance restricted stock unit (PSU) on the date of grant using a Monte Carlo simulation. Generally, RSUs vest in three equal annual installments following the date of grant. PSUs are granted to key employees and generally vest three years from the date of grant subject to the attainment of applicable performance goals during the performance period. The RSAs awarded to non-management members of the Board vest the earlier of one year from the date of the grant or the date of the next annual stockholder meeting. During the vesting period, the holders of the RSAs are entitled to dividends and voting rights. During the vesting period, the holders of the RSUs are paid dividend equivalents in cash to the extent we pay cash dividends. PSUs accrue dividend equivalents to the extent we pay cash dividends on our common stock during the performance and vesting periods. Upon vesting of the PSUs, holders are paid the cash equivalent of the dividends paid during the performance and vesting periods based on the shares of common stock, if any, delivered in settlement of PSUs. Holders of RSUs and PSUs are not entitled to voting rights unless and until the awards have vested.

A summary of restricted stock activity during the year ended December 31, 2025 is presented below.

Restricted Stock AwardsRestricted Stock UnitsPerformance Restricted Stock Units
SharesWeighted- Average Grant-Date Fair ValueSharesWeighted- Average Grant-Date Fair ValueSharesWeighted- Average Grant-Date Fair Value
Outstanding as of December 31, 202423,367$79.59471,657$79.36272,000$84.66
Granted24,03381.98262,09385.66152,39087.60
Restrictions lapsed (vested)(1)(23,367)79.59(197,545)78.15(141,616)85.25
Forfeited——(13,105)83.64(3,257)85.89
Outstanding as of December 31, 202524,03381.98523,10082.86279,51785.95

(1)For performance restricted stock units, the shares represent the performance restricted stock units granted in 2022, for which the three-year performance period ended December 31, 2024.

The 2025, 2024 and 2023 weighted-average grant-date fair value for RSAs was $81.98, $79.59 and $74.79, for RSUs was $85.66, $80.45 and $81.44, and for PSUs was $87.60, $86.76 and $93.61, respectively. The fair value of restricted stock vested was $35 million, $62 million and $55 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Stock Options

Under the 2014 Equity and Incentive Plan and our other predecessor plans, we granted to plan participants nonqualified stock options to purchase shares of our common stock. The exercise price of these options was equal to the market price of our common stock on the date of grant. The contractual life of each option was ten years and generally one-third of the options vested on each of the first three anniversaries of the date of grant. No stock option awards were granted under the 2014 Equity and Incentive Plan or our other predecessor plans after 2017, and no stock option awards have been granted under the 2022 Equity and Incentive Plan.

As of December 31, 2025, 54,160 options were outstanding and exercisable, with a weighted‑average exercise price of $32.85, a weighted‑average remaining contractual term of 0.8 years, and an aggregate intrinsic value of $2 million. The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $77.34 as of December 31, 2025, which would have been received by the option holders had all option holders exercised their options as of that date. During 2025, 22,485 options were exercised, which had a pre‑tax intrinsic value of $1 million, and no related tax benefit was realized.

Compensation Cost

Compensation cost is recorded primarily in selling, general and administrative expenses. The following table summarizes stock-based compensation costs and related income tax benefits:

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,
202520242023
(in millions)
Stock-based compensation expense$45$36$37
Income tax benefit(4)(8)(9)
Stock-based compensation expense, net of income taxes$41$28$28

As of December 31, 2025, pre-tax unrecognized compensation cost was $24 million for RSAs and RSUs, which will be recognized over a weighted-average period of 1.6 years, and $6 million for PSUs, which will be recognized over a weighted-average period of 1.6 years.

21. Segment Disclosures

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our chief operating decision maker (CODM) is our President and Chief Executive Officer, who uses gross margin to evaluate segment performance and allocate resources. The CODM meets periodically with other members of senior management to analyze segment performance, including comparing actual results to projected results, with consideration to the costs incurred to produce and deliver the product. In addition, our CODM uses gross margin by reportable segment to make key operating decisions, such as the determination of capital expenditures and the allocation of operating budgets, to help guide strategic decisions to align with company-wide goals. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by the CODM. The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products.

Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment. Goodwill by segment is presented in Note 7—Goodwill and Other Intangible Assets.

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the years ended December 31, 2025, 2024 and 2023 are presented in the tables below.

Year ended December 31,
202520242023
(in millions)
Ammonia
Net sales$2,176$1,736$1,679
Cost of sales:
Natural gas, including the impact of realized derivatives(1)431283407
Unrealized net mark-to-market loss (gain) on natural gas derivatives2(13)(11)
Depreciation and amortization(2)280269174
Distribution and storage(3)221187192
Freight(4)525042
Other segment items(5)508467334
Total cost of sales1,4941,2431,138
Gross margin$682$493$541

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,
202520242023
(in millions)
Granular Urea
Net sales$1,781$1,600$1,823
Cost of sales:
Natural gas, including the impact of realized derivatives(1)301241363
Unrealized net mark-to-market loss (gain) on natural gas derivatives1(9)(11)
Depreciation and amortization(2)253284285
Distribution and storage(3)10910
Freight(4)333243
Other segment items(5)346369320
Total cost of sales9449261,010
Gross margin$837$674$813
UAN
Net sales$2,161$1,678$2,068
Cost of sales:
Natural gas, including the impact of realized derivatives(1)339234367
Unrealized net mark-to-market loss (gain) on natural gas derivatives2(10)(11)
Depreciation and amortization(2)265268288
Distribution and storage(3)616067
Freight(4)148142156
Other segment items(5)425375384
Total cost of sales1,2401,0691,251
Gross margin$921$609$817
AN
Net sales$421$419$497
Cost of sales:
Natural gas, including the impact of realized derivatives(1)393451
Unrealized net mark-to-market gain on natural gas derivatives—(1)(2)
Depreciation and amortization(2)333948
Distribution and storage(3)—12
Freight(4)302924
Other segment items(5)240238236
Total cost of sales342340359
Gross margin$79$79$138

CF INDUSTRIES HOLDINGS, INC.

Year ended December 31,
202520242023
(in millions)
Other**(6)**
Net sales$545$503$564
Cost of sales:
Natural gas, including the impact of realized derivatives(1)533763
Unrealized net mark-to-market gain on natural gas derivatives—(2)(4)
Depreciation and amortization(2)656164
Distribution and storage(3)313
Freight(4)645965
Other segment items(5)155146137
Total cost of sales340302328
Gross margin$205$201$236
Consolidated
Net sales$7,084$5,936$6,631
Cost of sales:
Natural gas, including the impact of realized derivatives(1)1,1638291,251
Unrealized net mark-to-market loss (gain) on natural gas derivatives5(35)(39)
Depreciation and amortization(2)896921859
Distribution and storage(3)295258274
Freight(4)327312330
Other segment items(5)1,6741,5951,411
Total cost of sales4,3603,8804,086
Gross margin$2,724$2,056$2,545
Total other operating costs and expenses(7)438314307
Equity in earnings (loss) of operating affiliate(8)144(8)
Operating earnings$2,300$1,746$2,230

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

(2)For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization does not include $32 million, $34 million and $13 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization does not include $30 million, $30 million and $3 million, respectively, related to amortization of the supply contract liability, which is recognized in net sales. See Note 4—Revenue Recognition for additional information.

(3)Distribution and storage costs consist of the cost of freight required to transport finished products from our manufacturing facilities to our distribution facilities and the costs to operate our network of distribution facilities in North America.

(4)Freight costs consist of the costs incurred by us to deliver products from one of our plants or distribution facilities to the customer. Freight costs are generally charged to the customer and included in net sales. In situations when control of the product transfers upon loading and the customer requests that we arrange delivery of the product, the amount of freight included in net sales is considered freight revenue. See Note 4—Revenue Recognition for additional information.

(5)Other segment items is primarily comprised of payroll, services, materials and supplies, and utilities at our manufacturing facilities.

(6)Other consists of all other products not included in our Ammonia, Granular Urea, UAN, or AN segments. All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

(7)Total other operating costs and expenses for the year ended December 31, 2025 includes $76 million of asset impairment related to property, plant and equipment at our Donaldsonville and Yazoo City facilities. See Note 6—Property, Plant and Equipment—Net for additional information.

(8)Equity in loss of operating affiliate for the year ended December 31, 2023 includes an impairment of our equity method investment in PLNL of $43 million. See Note 8—Equity Method Investment for additional information.

CF INDUSTRIES HOLDINGS, INC.

Enterprise-wide data by geographic region is as follows:

Year ended December 31,
202520242023
(in millions)
Sales by geographic region (based on destination of shipments):
United States$5,338$4,419$4,856
Foreign:
Canada598534607
North America, excluding U.S. and Canada587275
United Kingdom378327346
Other foreign712584747
Total foreign1,7461,5171,775
Consolidated$7,084$5,936$6,631
December 31,
202520242023
(in millions)
Property, plant and equipment—net by geographic region:
United States$6,196$6,172$6,538
Foreign:
Canada403426466
United Kingdom116137137
Total foreign519563603
Consolidated$6,715$6,735$7,141

Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. In 2025, 2024 and 2023, CHS accounted for approximately 13%, 12% and 13% of our consolidated net sales, respectively. See Note 18—Noncontrolling Interests for additional information.

22. Supplemental Cash Flow Information

The following provides additional information relating to cash flow activities:

Year ended December 31,
202520242023
(in millions)
Cash paid during the year for:
Interest—net of interest capitalized$137$118$145
Income taxes—net of refunds:
U.S. federal$252$336$263
U.S. state and local:
Illinois**22
Other384752
Total U.S. state and local384774
Foreign:
Canada232432
Other834
Total foreign312736
Total income taxes—net of refunds$321$410$373

CF INDUSTRIES HOLDINGS, INC.

  • For the years ended December 31, 2025 and 2024, amounts for this jurisdiction were below the threshold for separate disclosure. As such, these amounts are reflected in Other.

Interest—net of interest capitalized for the year ended December 31, 2024 includes a reduction of approximately $21 million reflecting interest relief received from the CRA related to certain tax years from 2006 through 2011. See Note 10—Income Taxes for additional information.

Year ended December 31,
202520242023
(in millions)
Supplemental disclosure of noncash investing and financing activities:
Change in capitalized expenditures in accounts payable, accrued expenses and other liabilities$17$33$15
Change in accrued share repurchases, including accrued excise taxes(12)195

23. Asset Retirement Obligations

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. AROs are initially recognized as incurred when sufficient information exists to estimate fair value. We have AROs at our nitrogen manufacturing complexes and at our distribution and storage facilities that are conditional upon cessation of operations. These AROs include certain decommissioning activities as well as the removal and disposal of certain chemicals, waste materials, structures, equipment, vessels, piping and storage tanks. Also included are reclamation of land and the closure of certain effluent ponds and/or waste storage areas. The most recent estimate of the aggregate cost of conditional AROs for our complexes and facilities, expressed in 2025 dollars, is approximately $142 million, which excludes recorded AROs discussed below.

We have not recorded a liability for these conditional AROs as of December 31, 2025, because we do not believe there is currently a reasonable basis for estimating a date or range of dates of cessation of operations at our nitrogen manufacturing facilities or our distribution and storage facilities, which is necessary in order to estimate fair value. In reaching this conclusion, we considered the historical performance of each complex or facility and considered factors such as planned maintenance, asset replacements and upgrades of plant and equipment, which if conducted as in the past, can extend the physical lives of our nitrogen manufacturing facilities and our distribution and storage facilities indefinitely. We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

In the first quarter of 2025, we completed the sale of our facility in Ince, United Kingdom, which had been permanently closed since 2022. The sale agreement included indemnification provisions that released us from all known and unknown environmental liabilities. Upon transfer of the environmental permit to the new owner in the third quarter of 2025, the recorded ARO liability of $4 million was derecognized.

As of December 31, 2025, amounts recorded for AROs, which relate to certain assets for which a fair value can be estimated, were not material.

24. Leases

We have operating leases for certain property and equipment under various noncancelable agreements, the most significant of which are rail car leases and barge tow charters for the distribution of our products. The rail car leases currently have minimum terms ranging from one to eleven years and the barge tow charter commitments range from one to six years. Our rail car leases and barge tow charters commonly contain provisions for automatic renewal that can extend the lease term unless cancelled by either party. We also have operating leases for terminal and warehouse storage for our distribution system, some of which contain minimum throughput requirements. The storage agreements contain minimum terms generally ranging from one to four years and commonly contain provisions for automatic renewal thereafter unless cancelled by either party. The renewal provisions for our rail car leases, barge tow charters and terminal and warehouse storage agreements are not reasonably certain to be exercised.

CF INDUSTRIES HOLDINGS, INC.

The components of lease costs were as follows:

Year ended December 31,
202520242023
(in millions)
Operating lease cost$126$112$113
Short-term lease cost314030
Variable lease cost454
Total lease cost$161$157$147

Supplemental cash flow information related to leases was as follows:

Year ended December 31,
202520242023
(in millions)
Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities$118$98$107
Right-of-use (ROU) assets obtained in exchange for operating lease obligations252107103

Supplemental balance sheet information related to leases was as follows:

December 31,
20252024
(in millions)
Operating lease ROU assets$410$266
Current operating lease liabilities$110$86
Operating lease liabilities311189
Total operating lease liabilities$421$275

Other information related to leases was as follows:

December 31,
20252024
Operating leases
Weighted-average remaining lease term5 years5 years
Weighted-average discount rate5.1%5.0%

CF INDUSTRIES HOLDINGS, INC.

The following table reconciles the undiscounted cash flows for our operating leases to the operating lease liabilities recorded on our consolidated balance sheet as of December 31, 2025:

Operating lease payments
(in millions)
2026$128
2027105
202890
202970
203037
Thereafter55
Total lease payments485
Less: imputed interest(64)
Present value of lease liabilities421
Less: Current operating lease liabilities(110)
Operating lease liabilities$311

CF INDUSTRIES HOLDINGS, INC.

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