Item 1. FINANCIAL STATEMENTS.

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Item 1. FINANCIAL STATEMENTS.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions, except per share amounts)
Net sales	$	2,222	$	1,890	$	4,208	$	3,553
Cost of sales	1,077		1,135		2,317		2,226
Gross margin	1,145		755		1,891		1,327
Selling, general and administrative expenses	89		101		192		185



U.K. operations restructuring	—		—		—		23
Asset impairment	23		—		23		—

Insurance recoveries—property damage	—		—		(25)		—
Insurance recoveries—business interruption	(50)		—		(50)		—
Litigation settlement gain	—		—		(170)		—
Other operating (income) expense—net	(31)		8		(50)		22
Total other operating expense (income)—net	31		109		(80)		230

Equity in earnings of operating affiliate	7		2		13		6
Operating earnings	1,121		648		1,984		1,103
Interest expense	50		36		89		73
Interest income	(26)		(17)		(46)		(34)

Other non-operating expense (income)—net	4		(6)		4		(8)
Earnings before income taxes	1,093		635		1,937		1,072
Income tax provision	224		143		392		229

Net earnings	869		492		1,545		843
Less: Net earnings attributable to noncontrolling interests	142		106		203		145
Net earnings attributable to common stockholders	$	727	$	386	$	1,342	$	698
Net earnings per share attributable to common stockholders:
Basic	$	4.74	$	2.37	$	8.72	$	4.21
Diluted	$	4.73	$	2.37	$	8.71	$	4.20
Weighted-average common shares outstanding:
Basic	153.6		162.9		153.9		165.8
Diluted	153.9		163.1		154.2		165.9
Dividends declared per common share	$	0.50	$	0.50	$	1.00	$	1.00

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)
Net earnings	$	869	$	492	$	1,545	$	843
Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes	(21)		74		(43)		85
Derivatives—net of taxes	—		—		(1)		—

Defined benefit plans—net of taxes	—		(5)		2		(7)
	(21)		69		(42)		78
Comprehensive income	848		561		1,503		921
Less: Comprehensive income attributable to noncontrolling interests	142		106		203		145
Comprehensive income attributable to common stockholders	$	706	$	455	$	1,300	$	776

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	June 30, 2026		December 31, 2025
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents (amount related to variable interest entity (VIE)— 2026: $341, 2025: $130)	$	2,480	$	1,982

Accounts receivable—net	718		488
Inventories	415		383

Prepaid income taxes	99		105
Other current assets (amount related to VIE—2026: $6, 2025: $1)	40		27
Total current assets	3,752		2,985
Property, plant and equipment—net (amount related to VIE—2026: $504, 2025: $361)	6,758		6,715
Investment in affiliate	36		32
Goodwill	2,492		2,493
Intangible assets—net	460		473
Operating lease right-of-use assets (amount related to VIE—2026: $1, 2025: $0)	385		410
Other assets (amount related to VIE—2026: $17, 2025: $1)	1,216		980
Total assets	$	15,099	$	14,088
Liabilities and Equity
Current liabilities:

Accounts payable and accrued expenses (amount related to VIE—2026: $51, 2025: $52)	$	642	$	681

Customer advances	11		77
Current operating lease liabilities (amount related to VIE—2026: $1, 2025: $0)	104		110

Other current liabilities	15		19
Total current liabilities	772		887
Long-term debt	3,216		3,215
Deferred income taxes	841		869
Operating lease liabilities	293		311
Supply contract liability	679		694
Other liabilities (amount related to VIE—2026: $1, 2025: $1)	378		337
Equity:
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized	—		—
Common stock—$0.01 par value, 500,000,000 shares authorized, 2026—151,641,530 shares issued and 2025—153,552,162 shares issued	2		2
Paid-in capital	1,199		1,197
Retained earnings	4,829		3,874
Treasury stock—at cost, 2026—45,854 shares and 2025—0 shares	(5)		—
Accumulated other comprehensive loss	(277)		(235)
Total stockholders’ equity	5,748		4,838
Noncontrolling interests	3,172		2,937
Total equity	8,920		7,775
Total liabilities and equity	$	15,099	$	14,088

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Common Stockholders
	$0.01 Par Value Common Stock		Treasury Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	(in millions, except per share amounts)
Balance as of March 31, 2026	$	2	$	(25)	$	1,209	$	4,412	$	(256)	$	5,342	$	2,914	$	8,256


Net earnings	—		—		—		727		—		727		142		869
Other comprehensive loss	—		—		—		—		(21)		(21)		—		(21)
Purchases of treasury stock	—		(232)		—		—		—		(232)		—		(232)
Retirement of treasury stock	—		251		(18)		(233)		—		—		—		—

Issuance of $0.01 par value common stock under employee stock plans	—		1		(1)		—		—		—		—		—

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

Dividends and dividend equivalents ($0.50 per share)	—		—		—		(77)		—		(77)		—		(77)
Contributions from noncontrolling interests	—		—		—		—		—		—		116		116




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

Balance as of December 31, 2025	$	2	$	—	$	1,197	$	3,874	$	(235)	$	4,838	$	2,937	$	7,775
Net earnings	—		—		—		1,342		—		1,342		203		1,545
Other comprehensive loss	—		—		—		—		(42)		(42)		—		(42)
Purchases of treasury stock	—		(247)		—		—		—		(247)		—		(247)
Retirement of treasury stock	—		251		(18)		(233)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(10)		—		—		—		(10)		—		(10)
Issuance of $0.01 par value common stock under employee stock plans	—		1		—		—		—		1		—		1

Stock-based compensation expense	—		—		20		—		—		20		—		20

Dividends and dividend equivalents ($1.00 per share)	—		—		—		(154)		—		(154)		—		(154)
Contributions from noncontrolling interests	—		—		—		—		—		—		233		233


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

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

(Continued)

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)


	Common Stockholders
	$0.01 Par Value Common Stock		Treasury Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	(in millions, except per share amounts)
Balance as of March 31, 2025	$	2	$	(451)	$	1,292	$	4,208	$	(271)	$	4,780	$	2,517	$	7,297


Net earnings	—		—		—		386		—		386		106		492
Other comprehensive income	—		—		—		—		69		69		—		69
Purchases of treasury stock	—		(204)		—		—		—		(204)		—		(204)
Retirement of treasury stock	—		653		(63)		(590)		—		—		—		—

Issuance of $0.01 par value common stock under employee stock plans	—		2		(2)		—		—		—		—		—

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

Dividends and dividend equivalents ($0.50 per share)	—		—		—		(80)		—		(80)		—		(80)



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


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

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



Net earnings	—		—		—		698		—		698		145		843
Other comprehensive income	—		—		—		—		78		78		—		78
Purchases of treasury stock	—		(642)		—		—		—		(642)		—		(642)
Retirement of treasury stock	—		683		(66)		(617)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(13)		—		—		—		(13)		—		(13)
Issuance of $0.01 par value common stock under employee stock plans	—		2		(1)		—		—		1		—		1

Stock-based compensation expense	—		—		22		—		—		22		—		22

Dividends and dividend equivalents ($1.00 per share)	—		—		—		(166)		—		(166)		—		(166)
Contributions from noncontrolling interests	—		—		—		—		—		—		235		235


Distribution declared to noncontrolling interests	—		—		—		—		—		—		(129)		(129)

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

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended June 30,
	2026		2025
	(in millions)
Operating Activities:
Net earnings	$	1,545	$	843
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	443		453
Deferred income taxes	(25)		(38)
Stock-based compensation expense	20		22


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

Asset impairment	23		—




Loss on disposal of property, plant and equipment	9		1

Insurance recoveries—property damage	(25)		—
Loss on sale of Ince facility	—		23
Undistributed earnings of affiliate—net of taxes	(3)		(6)
Changes in assets and liabilities:
Accounts receivable—net	(233)		(178)
Inventories	(28)		(6)
Accrued and prepaid income taxes	(23)		95
Accounts payable and accrued expenses	(66)		4
Customer advances	(66)		(86)
Other—net	(192)		20
Net cash provided by operating activities	1,374		1,149
Investing Activities:
Additions to property, plant and equipment	(494)		(377)

Proceeds from sale of property, plant and equipment	1		6
Proceeds from sale of Ince facility	—		4


Insurance proceeds for property, plant and equipment	25		—


Purchase of emission credits	(6)		(1)


Net cash used in investing activities	(474)		(368)
Financing Activities:





Dividends paid on common stock	(155)		(167)
Contributions from noncontrolling interests	233		235
Distributions to noncontrolling interests	(201)		(129)
Purchases of treasury stock	(253)		(660)
Proceeds from issuances of common stock under employee stock plans	1		1

Cash paid for shares withheld for taxes	(10)		(13)

Net cash used in financing activities	(385)		(733)
Effect of exchange rate changes on cash and cash equivalents	(17)		24
Increase in cash and cash equivalents	498		72
Cash and cash equivalents at beginning of period	1,982		1,614
Cash and cash equivalents at end of period	$	2,480	$	1,686

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Background and Basis of Presentation

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

Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Products derived from ammonia, or upgraded products, that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). AN is also used extensively by the commercial explosives industry as a component of explosives. Upgraded products that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia. In addition, our low-carbon ammonia and upgraded products derived from low-carbon ammonia (“low-carbon upgraded products”, together with low-carbon ammonia “low-carbon products”) are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European carbon border adjustment fees and other carbon regulations.

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

The accompanying unaudited interim consolidated financial statements of CF Holdings include the accounts of CF Industries, all of CF Holdings’ majority-owned subsidiaries and a variable interest entity of which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. See Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information. Certain prior period amounts have been reclassified to conform with the current period presentation.

The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2025, in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026. The preparation of the unaudited interim consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves, including any related interest and penalties, and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans, and the valuation of stock-based compensation awards granted to employees.

CF INDUSTRIES HOLDINGS, INC.

2. New Accounting Standards

In May 2026, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This ASU establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on our consolidated financial statements.

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

3. Revenue Recognition

We track our revenue by product and by geography. See Note 17—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and six months ended June 30, 2026 and 2025:


	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Three months ended June 30, 2026
North America	$	489	$	712	$	557	$	1	$	166	$	1,925
Europe and other	97		47		56		70		27		297

Total revenue	$	586	$	759	$	613	$	71	$	193	$	2,222
Three months ended June 30, 2025
North America	$	415	$	547	$	558	$	57	$	109	$	1,686
Europe and other	76		—		52		60		16		204
Total revenue	$	491	$	547	$	610	$	117	$	125	$	1,890

Six months ended June 30, 2026
North America	$	964	$	1,302	$	1,109	$	2	$	272	$	3,649
Europe and other	249		47		87		127		49		559

Total revenue	$	1,213	$	1,349	$	1,196	$	129	$	321	$	4,208
Six months ended June 30, 2025
North America	$	781	$	986	$	966	$	104	$	222	$	3,059
Europe and other	230		—		114		114		36		494
Total revenue	$	1,011	$	986	$	1,080	$	218	$	258	$	3,553

As of June 30, 2026 and December 31, 2025, we had $11 million and $77 million, respectively, in customer advances on our consolidated balance sheets. During the six months ended June 30, 2026 and 2025, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of June 30, 2026 and December 31, 2025 were not material.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract. As of June 30, 2026, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $1.5 billion. We expect to recognize

CF INDUSTRIES HOLDINGS, INC.

approximately 17% of these performance obligations as revenue in the remainder of 2026, approximately 43% as revenue during 2027-2029, approximately 14% as revenue during 2030-2032, and the remainder as revenue thereafter. 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 $570 million as of June 30, 2026. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2025 will be satisfied in 2026.

Supply Contract Liability

In connection with our December 1, 2023 acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc. (the Supply Contract). The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. As a result, we recorded an intangible liability with an acquisition date fair value of $757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years. For the three months ended June 30, 2026 and 2025, we amortized approximately $7 million and $8 million, respectively, of the Supply Contract liability into net sales. For both the six months ended June 30, 2026 and 2025, we amortized approximately $15 million of the Supply Contract liability into net sales. As of June 30, 2026 and December 31, 2025, we had $679 million and $694 million, respectively, in Supply Contract liability on our consolidated balance sheets. Estimated amortization of the Supply Contract liability for the remainder of 2026 is approximately $15 million and for each of the fiscal years 2027 to 2031 is approximately $30 million.

4. Net Earnings Per Share

Net earnings per share were computed as follows:


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	727	$	386	$	1,342	$	698
Basic earnings per common share:
Weighted-average common shares outstanding	153.6		162.9		153.9		165.8
Net earnings attributable to common stockholders	$	4.74	$	2.37	$	8.72	$	4.21
Diluted earnings per common share:
Weighted-average common shares outstanding	153.6		162.9		153.9		165.8
Dilutive common shares—stock-based awards	0.3		0.2		0.3		0.1
Diluted weighted-average common shares outstanding	153.9		163.1		154.2		165.9
Net earnings attributable to common stockholders	$	4.73	$	2.37	$	8.71	$	4.20

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025.

5. Inventories

Inventories consist of the following:


	June 30, 2026		December 31, 2025
	(in millions)
Finished goods	$	356	$	332
Raw materials, spare parts and supplies	59		51
Total inventories	$	415	$	383

CF INDUSTRIES HOLDINGS, INC.

6. Property, Plant and Equipment—Net

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


	June 30, 2026		December 31, 2025
	(in millions)
Land	$	109	$	109
Machinery and equipment	14,008		13,957
Buildings and improvements	1,038		1,043
Construction in progress	988		709
Property, plant and equipment(1)	16,143		15,818
Less: Accumulated depreciation and amortization	9,385		9,103
Property, plant and equipment—net	$	6,758	$	6,715

(1)As of June 30, 2026 and December 31, 2025, we had property, plant and equipment that was accrued but unpaid of $157 million and $118 million, respectively. As of June 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $183 million and $101 million, respectively.

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

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

Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts. Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds. Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.

The following is a summary of capitalized plant turnaround costs:


	Six months ended June 30,
	2026		2025
	(in millions)
Net capitalized plant turnaround costs as of January 1	$	427	$	363
Additions	110		90

Depreciation	(83)		(78)

Effect of exchange rate changes and other	(4)		4
Net capitalized plant turnaround costs as of June 30	$	450	$	379

Yazoo City Incident

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. As a result of the property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, we recorded an impairment of certain fixed assets within our North American AN asset group of $25 million, which primarily consisted of machinery and equipment.

CF INDUSTRIES HOLDINGS, INC.

The Yazoo City incident is a covered event under our comprehensive insurance coverage for property damage, business interruption and other insurable exposures applicable to our global manufacturing plants and properties. In the first quarter of 2026, we filed initial insurance claims for both property damage and business interruption related to the Yazoo City incident. We subsequently received initial acceptance of our claims from the insurance carriers and are continuing to work with the carriers to determine the total value of the claims. We expect to receive insurance proceeds over the rebuilding period of the Yazoo City plant.

In the first quarter of 2026, as a result of the $25 million asset impairment previously recorded and the insurance carriers’ acceptance of our claims and authorization for the initial payment, we recognized $25 million of property damage insurance recoveries. The $25 million of recoveries is included in insurance recoveries—property damage in our consolidated statement of operations for the six months ended June 30, 2026. No business interruption insurance recoveries were recognized during the first quarter of 2026, as such recoveries represent gain contingencies and are recognized when realized.

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

In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant and expects production of ammonia, AN solution, nitric acid, UAN and urea liquor to resume in the first half of 2027. As a result of the approved plan, certain fixed assets within our North American AN asset group will no longer provide future economic benefit, and we recorded an impairment charge of $23 million in the second quarter of 2026.

Sale of Ince Facility

In the first quarter of 2025, our previously decommissioned Ince, U.K. facility was sold, including certain liabilities assumed by the buyer. As a result, we recognized a loss of $23 million, which was reflected in U.K. operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025.

7. Equity Method Investment

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

PLNL operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the Prior NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The Prior NGC Contract was scheduled to expire on January 1, 2026. NGC and PLNL had entered into short-term extension letter agreements that provided for the continued supply of gas while the parties sought to negotiate terms and conditions for a new gas sales contract for 2026. In March 2026, NGC and PLNL entered into a new gas sales contract that expires on January 1, 2027. Any NGC commitment to supply gas beyond 2026 would require further negotiations between NGC and PLNL.

If NGC does not make sufficient quantities of natural gas available to PLNL at prices and terms that permit profitable operations, PLNL may cease operating its facility, which would trigger an impairment assessment of our remaining investment in PLNL. As of June 30, 2026, the total carrying value of our equity method investment in PLNL was $36 million.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $43 million and $81 million for the three and six months ended June 30, 2026, respectively, and $21 million and $55 million for the three and six months ended June 30, 2025, respectively.

CF INDUSTRIES HOLDINGS, INC.

8. Fair Value Measurements

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


	June 30, 2026
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	662	$	—	$	—	$	662
Cash equivalents:
U.S. and Canadian government obligations	198		—		—		198
Other debt securities	1,620		—		—		1,620
Total cash and cash equivalents	$	2,480	$	—	$	—	$	2,480

Nonqualified employee benefit trusts	15		3		—		18


	December 31, 2025
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	629	$	—	$	—	$	629
Cash equivalents:
U.S. and Canadian government obligations	284		—		—		284
Other debt securities	1,069		—		—		1,069
Total cash and cash equivalents	$	1,982	$	—	$	—	$	1,982

Nonqualified employee benefit trusts	15		3		—		18

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of June 30, 2026 and December 31, 2025 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:


	June 30, 2026
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	1,818	$	1,818	$	—	$	—

Nonqualified employee benefit trusts	18		18		—		—
Derivative assets	4		—		4		—
Derivative liabilities	(3)		—		(3)		—

CF INDUSTRIES HOLDINGS, INC.


	December 31, 2025
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	1,353	$	1,353	$	—	$	—

Nonqualified employee benefit trusts	18		18		—		—
Derivative assets	1		—		1		—
Derivative liabilities	(5)		—		(5)		—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. As of June 30, 2026 and December 31, 2025, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

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

Derivative Instruments

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

Financial Instruments

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


	June 30, 2026				December 31, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Long-term debt	$	3,216	$	3,115	$	3,215	$	3,131

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

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

CF INDUSTRIES HOLDINGS, INC.

down to fair value as a result of impairment. The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

9. Income Taxes

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

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

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

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended June 30, 2026 of 20.5%, which is based on pre-tax income of $1.09 billion, including $142 million of earnings attributable to the noncontrolling interests, would be 3.0 percentage points higher if based on pre-tax income exclusive of the $142 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended June 30, 2025 of 22.4%, which is based on pre-tax income of $635 million, including $106 million of earnings attributable to the noncontrolling interest, would be 4.5 percentage points higher if based on pre-tax income exclusive of the $106 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the six months ended June 30, 2026 of 20.2%, which is based on pre-tax income of $1.94 billion, including $203 million of earnings attributable to the noncontrolling interests, would be 2.4 percentage points higher if based on pre-tax income exclusive of the $203 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the six months ended June 30, 2025 of 21.3%, which is based on pre-tax income of $1.07 billion, including $145 million of earnings attributable to the noncontrolling interests, would be 3.4 percentage points higher if based on pre-tax income exclusive of the $145 million of earnings attributable to the noncontrolling interests.

Noncurrent Income Tax-related Assets

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

For tax years after 2011, certain of our Canadian subsidiaries were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities for transfer pricing matters. In connection with these ongoing transfer pricing matters, the Company has income tax-related assets consisting primarily of a long-term receivable for tax refunds, for which the Company has a corollary liability for unrecognized tax benefits, and income tax deposits with Canadian taxing authorities made in 2022 and in the first half of 2026.

Unrecognized tax benefits

In the three months ended June 30, 2026, we recorded an increase to unrecognized tax benefits of $24 million of tax and related accrued interest of $13 million associated with a tax position arising from an examination by the Internal Revenue Service. If recognized, $11 million of the unrecognized tax benefits would impact the effective tax rate.

CF INDUSTRIES HOLDINGS, INC.

10. Financing Agreements

Revolving Credit Agreement

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030 and includes a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement.

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

As of June 30, 2026, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. In addition, there were no borrowings outstanding under the Revolving Credit Agreement during the six months ended June 30, 2026, or as of December 31, 2025.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant. As of June 30, 2026, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Reimbursement Agreement

We are party to a reimbursement agreement providing for the issuance of up to $425 million of letters of credit. As of June 30, 2026, approximately $328 million of letters of credit were outstanding under this agreement. The primary purpose of the letters of credit outstanding is to provide credit support to Canadian taxing authorities for amounts related to certain tax years that were reassessed and objected to, and which have been accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities.

Senior Notes

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


	Effective Interest Rate		June 30, 2026						December 31, 2025
		Principal Outstanding			Carrying Amount(1)			Principal Outstanding			Carrying Amount(1)
			(in millions)
Public Senior Notes:



5.150% due March 2034	5.293%		$	750		$	743		$	750		$	743
5.300% due November 2035	5.444%		1,000			989			1,000			989
4.950% due June 2043	5.040%		750			743			750			742
5.375% due March 2044	5.478%		750			741			750			741



Total long-term debt			$	3,250		$	3,216		$	3,250		$	3,215

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $5 million as of both June 30, 2026 and December 31, 2025, and total deferred debt issuance costs were $29 million and $30 million as of June 30, 2026 and December 31, 2025, respectively.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2035, 2043 and 2044 (the Public Senior Notes), each series of notes is guaranteed by CF Holdings. Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified redemption prices.

CF INDUSTRIES HOLDINGS, INC.

11. Interest Expense

Details of interest expense are as follows:


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)
Interest on borrowings(1)	$	43	$	38	$	85	$	75
Fees on financing agreements and other(1)	2		2		4		4
Interest on tax liabilities(2)	13		—		14		—
Interest capitalized	(8)		(4)		(14)		(6)
Total interest expense	$	50	$	36	$	89	$	73

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

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

12. Variable Interest Entity

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

The Blue Point One joint venture is constructing an autothermal reforming (ATR) ammonia production facility with a carbon dioxide (CO2) dehydration and compression unit to prepare captured CO2 for transportation and sequestration. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point One joint venture. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. State and federal permits were received in July 2026, enabling construction at the Blue Point complex to commence in August 2026. Low-carbon ammonia production is expected to begin in 2029. See Note 19—Subsequent Events, for information on a permitting matter related to the Blue Point complex. Once production commences, we, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point One joint venture in accordance with our respective ownership percentages.

Pursuant to periodic capital calls, the Blue Point One joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. The table below summarizes capital contributions made by us, JERA and Mitsui during the three and six months ended June 30, 2026 and 2025.


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)
CF Holdings(1)(2)	$	78	$	157	$	156	$	157
JERA	68		137		136		137
Mitsui	48		98		97		98
Total—JERA and Mitsui	116		235		233		235
Total capital contributions	$	194	$	392	$	389	$	392

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

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

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

We determined that the Blue Point One joint venture is a variable interest entity (VIE) of which we are the primary beneficiary. We have a significant variable interest in the Blue Point One joint venture through our 40% equity interest. 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

CF INDUSTRIES HOLDINGS, INC.

the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40% equity interest. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interests.

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


		June 30, 2026		December 31, 2025
	(in millions)
Assets
Current assets:
Cash and cash equivalents		$	341	$	130
Other current assets		6		1
Total current assets		347		131
Property, plant and equipment—net		504		361
Operating lease right-of-use assets		1		—
Other assets		17		1



Total assets		$	869	$	493
Liabilities

Current liabilities:
Accounts payable and accrued expenses		$	52	$	52


Current operating lease liabilities		1		—
Total current liabilities		53		52
Other liabilities		1		1
Total liabilities		$	54	$	53

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

CF Holdings has provided guarantees for certain financial commitments of the Blue Point One joint venture to several third-party vendors. As of June 30, 2026, accounts payable and accrued expenses presented in the table above includes $1 million of liabilities incurred by the Blue Point One joint venture to one of these third-party vendors.

13. Litigation Settlement Gain

In March 2026, CF Industries Sales, LLC and CF Industries Nitrogen, LLC, both subsidiaries of CF Holdings, signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Limited (Orica) and Nelson Brothers Inc. and Nelson Brothers LLC. In connection with the resolution of the litigation pursuant to the settlement, Orica agreed to pay us approximately $170 million in cash and issued a press release confirming the settlement terms and Orica’s funding source. The settlement also provided for the termination of the AN purchase agreements entered into in February 2014 between the parties.

Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026. Accordingly, we recognized a gain of approximately $170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the six months ended June 30, 2026.

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

CF INDUSTRIES HOLDINGS, INC.

14. Other Operating (Income) Expense—Net

Details of other operating (income) expense—net are as follows:


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)


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


Loss (gain) on foreign currency transactions(1)	2		(3)		5		(1)

45Q Tax Credits(2)	(19)		—		(43)		—



Blue Point One joint venture development costs(3)	7		2		9		2
Other	(28)		9		(30)		20
Other operating (income) expense—net	$	(31)	$	8	$	(50)	$	22

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

(2)Represents income earned for tax credits under Section 45Q of the Internal Revenue Code (45Q Tax Credits), which provide a tax credit per metric ton of CO2 captured and disposed of in secure geological storage.

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

15. Noncontrolling Interests

We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings. CHS’ equity interest represents approximately 10% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. We also have a 40% ownership interest in the Blue Point One joint venture. JERA and Mitsui own the remaining membership interests. See Note 12—Variable Interest Entity for additional information on the Blue Point One joint venture.

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

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



	2026						2025
	CFN		Blue Point		Total		CFN		Blue Point		Total
	(in millions)
Noncontrolling interests:
Balance as of January 1	$	2,644	$	293	$	2,937	$	2,607	$	—	$	2,607
Issuance of noncontrolling interests	—		233		233		—		235		235
Earnings (loss) attributable to noncontrolling interests	211		(8)		203		140		5		145
Declaration of distributions payable	(201)		—		(201)		(129)		—		(129)


Balance as of June 30	$	2,654	$	518	$	3,172	$	2,618	$	240	$	2,858
Distributions payable to noncontrolling interests:
Balance as of January 1	$	—	$	—	$	—	$	—	$	—	$	—
Declaration of distributions payable	201		—		201		129		—		129
Distributions to noncontrolling interests	(201)		—		(201)		(129)		—		(129)

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

CF INDUSTRIES HOLDINGS, INC.

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. 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 July 31, 2026, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2026 in accordance with CFN’s limited liability company agreement, and CFN distributed $246 million to CHS for this distribution period.

16. Stockholders’ Equity

Common Stock

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

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

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



	Shares	Amounts(1)
	(in millions)





















Shares repurchased in 2025:



Fourth quarter	3.4	$	278
Total shares repurchased in 2025	3.4	$	278
Shares repurchased in 2026:
First quarter	0.2	$	15
Second quarter	2.0	230


Total shares repurchased in 2026	2.2	$	245
Shares repurchased as of June 30, 2026	5.6	$	523

(1)As defined in the 2025 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the six months ended June 30, 2026, we repurchased approximately 2.2 million shares under the 2025 Share Repurchase Program for $245 million, of which $5 million was accrued and unpaid as of June 30, 2026. In the six months ended June 30, 2026, we retired approximately 2.2 million shares of repurchased stock, and we held 45,854 shares of treasury stock as of June 30, 2026.

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

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

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


	Foreign Currency Translation Adjustment		Unrealized Gain on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Loss
	(in millions)









Balance as of December 31, 2025	$	(151)	$	3	$	(87)	$	(235)






Effect of exchange rate changes and deferred taxes	(43)		(1)		2		(42)
Balance as of June 30, 2026	$	(194)	$	2	$	(85)	$	(277)

Balance as of December 31, 2024	$	(221)	$	3	$	(62)	$	(280)
Loss arising during the period	—		—		(1)		(1)

Effect of exchange rate changes and deferred taxes	85		—		(6)		79
Balance as of June 30, 2025	$	(136)	$	3	$	(69)	$	(202)

CF INDUSTRIES HOLDINGS, INC.

17. Segment Disclosures

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

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


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)
Ammonia
Net sales	$	586	$	491	$	1,213	$	1,011
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	101		108		237		218
Unrealized net mark-to-market (gain) loss on natural gas derivatives	(1)		—		(2)		1
Depreciation and amortization(2)	67		60		136		115
Distribution and storage(3)	58		58		97		95
Freight(4)	11		10		26		25
Other segment items(5)	121		119		263		235
Total cost of sales	357		355		757		689
Gross margin	$	229	$	136	$	456	$	322





Granular Urea
Net sales	$	759	$	547	$	1,349	$	986
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	79		83		209		178
Unrealized net mark-to-market gain on natural gas derivatives	(1)		—		(2)		—
Depreciation and amortization(2)	75		72		151		143
Distribution and storage(3)	3		2		7		5
Freight(4)	21		12		32		19
Other segment items(5)	105		99		220		189
Total cost of sales	282		268		617		534
Gross margin	$	477	$	279	$	732	$	452

CF INDUSTRIES HOLDINGS, INC.


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)
UAN
Net sales	$	613	$	610	$	1,196	$	1,080
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	63		91		176		195
Unrealized net mark-to-market (gain) loss on natural gas derivatives	—		—		(1)		1
Depreciation and amortization(2)	53		72		117		145
Distribution and storage(3)	24		25		39		38
Freight(4)	36		35		72		71
Other segment items(5)	87		117		193		218
Total cost of sales	263		340		596		668
Gross margin	$	350	$	270	$	600	$	412





AN
Net sales	$	71	$	117	$	129	$	218
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	—		14		1		24

Depreciation and amortization(2)	3		10		6		18

Freight(4)	5		9		8		16
Other segment items(5)	67		59		129		119
Total cost of sales	75		92		144		177
Gross margin	$	(4)	$	25	$	(15)	$	41


Other(6)
Net sales	$	193	$	125	$	321	$	258
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	12		12		29		27

Depreciation and amortization(2)	16		17		32		30
Distribution and storage(3)	1		2		1		2
Freight(4)	17		14		31		30
Other segment items(5)	54		35		110		69
Total cost of sales	100		80		203		158
Gross margin	$	93	$	45	$	118	$	100

CF INDUSTRIES HOLDINGS, INC.


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
	(in millions)
Consolidated
Net sales	$	2,222	$	1,890	$	4,208	$	3,553
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	255		308		652		642
Unrealized net mark-to-market (gain) loss on natural gas derivatives	(2)		—		(5)		2
Depreciation and amortization(2)	214		231		442		451
Distribution and storage(3)	86		87		144		140
Freight(4)	90		80		169		161
Other segment items(5)	434		429		915		830
Total cost of sales	1,077		1,135		2,317		2,226
Gross margin	1,145		755		1,891		1,327
Total other operating expense (income)—net(7)	31		109		(80)		230
Equity in earnings of operating affiliate	7		2		13		6
Operating earnings	$	1,121	$	648	$	1,984	$	1,103

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

(2)For both the three months ended June 30, 2026 and 2025, depreciation and amortization does not include $8 million of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For both the six months ended June 30, 2026 and 2025, depreciation and amortization does not include $16 million of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For the three months ended June 30, 2026 and 2025, depreciation and amortization does not include $7 million and $8 million, respectively, of amortization related to the Supply Contract liability, which is recognized in net sales. For both the six months ended June 30, 2026 and 2025, depreciation and amortization does not include $15 million of amortization related to the Supply Contract liability, which is recognized in net sales. See Note 3—Revenue Recognition for additional information on the Supply Contract liability.

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

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

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

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

(7)Total other operating expense (income)—net for the six months ended June 30, 2026 includes a gain of approximately $170 million related to a litigation settlement, and insurance recoveries of $75 million. See Note 13—Litigation Settlement Gain and Note 6—Property, Plant and Equipment—Net for additional information.

Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment. The following table shows the carrying amount of goodwill by reportable segment as of June 30, 2026 and December 31, 2025:


	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Goodwill as of December 31, 2025	$	981	$	828	$	576	$	69	$	39	$	2,493

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

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

CF INDUSTRIES HOLDINGS, INC.

18. Contingencies

On March 7, 2026, a putative class of direct purchasers of nitrogen (N), phosphorus (P), and potassium (K) fertilizer (NPK Fertilizer) in the United States filed a complaint against certain CF Holdings, Mosaic, Nutrien, Koch, Yara, and Canpotex entities in federal court in the Northern District of Illinois. The complaint alleges that the defendants conspired to restrain trade in violation of the Sherman Act. Similar complaints have been filed in other federal district courts on behalf of direct and indirect purchasers. Certain complaints also name The Fertilizer Institute and the International Fertilizer Association as defendants, and some complaints plead additional claims related to the same or similar facts, including under the Clayton Act, state antitrust statutes, state consumer protection and trade practice statutes, and certain common law claims including, for example, unjust enrichment. The class periods vary but generally allege that anticompetitive conduct began in 2020 or 2021. Collectively, the complaints seek treble damages, punitive damages, restitution, injunctive relief, and equitable relief.

Various plaintiffs and defendants submitted briefing to the Judicial Panel on Multidistrict Litigation (JPML) seeking transfer of all related actions for consolidated pretrial proceedings. The JPML ordered that the related actions be consolidated before Judge Eric F. Melgren in the District of Kansas.

The Company disputes plaintiffs’ allegations in each of these complaints and intends to vigorously defend itself in these actions. Management cannot predict the eventual scope, duration or outcome of these actions and is unable to estimate the amount or range of potential losses, if any, at this time.

19. Subsequent Events

U.S. Pension Plan Settlement

Effective December 31, 2025, our primary U.S. defined benefit pension plan was terminated. In July 2026, substantially all of the plan obligations were settled through a combination of lump sum payments and the purchase of a group buy-out annuity contract. For the plan participants who elected a lump sum option, payments of approximately $115 million were made and were funded with plan assets. We also purchased a non-participating group buy-out annuity contract from an insurance company and transferred the remaining projected benefit obligation of approximately $70 million, which was also funded with plan assets. Under this transaction, the insurance company assumed responsibility for pension benefits and annuity administration for covered participants or their beneficiaries. In order to satisfy the remaining plan liabilities, including the cost to purchase the annuity contract and distribute the lump sum payments, in July 2026, we made a cash contribution of $6 million to the plan.

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

Dividends

On July 8, 2026, the Board declared a quarterly dividend of $0.60 per common share, representing an increase from the quarterly dividend of $0.50 per common share that was declared and paid in the second quarter of 2026. The dividend will be paid on August 31, 2026 to stockholders of record as of August 14, 2026.

Blue Point Permitting Matter

On July 21, 2026, Rural Roots Louisiana, Mount Triumph Baptist Church and Pastor Harry Joseph, Sr. (collectively, the “Plaintiffs”), filed a lawsuit against the U.S. Army Corps of Engineers (the “Corps”) seeking a preliminary injunction to suspend the final permits issued to the Company in connection with construction of the Blue Point complex and to rescind the Corps’ final effects determination of no adverse effects until a hearing may be heard on the merits. The Corps and the Company have filed motions in opposition and a hearing on Plaintiffs’ preliminary injunction motion is scheduled for August. The matter is ongoing and we cannot currently predict its final outcome.

CF INDUSTRIES HOLDINGS, INC.

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