Form 8-K

8-K — CF Industries Holdings, Inc.

Accession: 0001324404-26-000011

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001324404

SIC: 2870 (AGRICULTURE CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cf-20260506.htm (Primary)

EX-99.1 (cf-05062026_ex991xearnings.htm)

GRAPHIC (cflogoa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cf-20260506.htm · Sequence: 1

cf-20260506

0001324404false00013244042026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

____________

Date of Report (Date of earliest event reported): May 6, 2026

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-32597 20-2697511

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer

Identification No.)

2375 Waterview Drive 60062

Northbrook, Illinois (Zip Code)

(Address of principal

executive offices)

Registrant’s telephone number, including area code (847) 405-2400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

common stock, par value $0.01 per share CF New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2026, CF Industries Holdings, Inc. issued a press release announcing its results for the quarter ended March 31, 2026. The press release is attached hereto as Exhibit 99.1.

The information set forth herein, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1

Press release dated May 6, 2026

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2026 CF INDUSTRIES HOLDINGS, INC.

By: /s/ RICHARD A. HOKER

Name: Richard A. Hoker

Title: Vice President and Corporate Controller and Interim Chief Financial Officer

EX-99.1

Filename: cf-05062026_ex991xearnings.htm · Sequence: 2

Document

2375 Waterview Drive

Northbrook, IL 60062

www.cfindustries.com

CF Industries Holdings, Inc. Reports First Quarter 2026 Net Earnings of $615 Million, Adjusted EBITDA of $983 Million

Strong Operations: Production Exceeded 99% of Available Ammonia Capacity

Middle East Supply Shock Further Tightens Global Nitrogen Supply-Demand Balance

NORTHBROOK, Ill.—May 6, 2026—CF Industries Holdings, Inc. (NYSE: CF), a leading global manufacturer of hydrogen and nitrogen products, today announced results for the first quarter ended March 31, 2026.

Highlights

•First quarter 2026 net earnings(1) of $615 million, or $3.98 per diluted share, EBITDA(2) of $1.01 billion, and adjusted EBITDA(2) of $983 million. First quarter 2026 financial results reflect a gain of approximately $170 million from a litigation settlement

•Trailing twelve months net cash from operating activities of $2.66 billion; free cash flow(3) of $1.65 billion for same period, which includes cash inflows and outflows associated with the Blue Point joint venture

•Repurchased approximately 155,000 shares for $15 million during the first quarter of 2026

•Launched low-carbon UAN collaboration with PepsiCo to enable a lower carbon footprint from PepsiCo’s Frito-Lay brand’s U.S. potato supply chain

“The CF Industries team continued to deliver safely outstanding operational performance in the first quarter of 2026 against a backdrop of strong global nitrogen demand and tight global nitrogen supply as we entered the year,” said Chris Bohn, president and chief executive officer, CF Industries Holdings, Inc. “The conflict with Iran has further constrained global nitrogen supply and exposed the fragile nature of the global nitrogen supply chain. We remain focused on safe operations and high asset utilization across our low-cost North American-based manufacturing and distribution network, enabling CF Industries to continue to be a reliable supplier to customers and to create substantial value for long-term shareholders.”

Operations Overview

The Company’s trailing twelve month recordable incident rate was 0.16 incidents per 200,000 work hours as of March 31, 2026.

Gross ammonia production for the first quarter of 2026 was approximately 2.5 million tons, which represents utilization of 99% of available gross ammonia capacity.(4)

The Company expects gross ammonia production for the full year 2026 to be approximately 9.5 million tons due to the ongoing outage at the Yazoo City, Mississippi, Complex as a result of an incident that occurred in late 2025. Management does not expect production to resume at the Yazoo City Complex until late fourth quarter of 2026 at the earliest based on time required for fabrication and delivery of certain required equipment.

Financial Results Overview

First Quarter 2026 Financial Results

For the first quarter of 2026, net earnings attributable to common stockholders were $615 million, or $3.98 per diluted share, EBITDA was $1.01 billion, and adjusted EBITDA was $983 million. These results compare to first

quarter of 2025 net earnings attributable to common stockholders of $312 million, or $1.85 per diluted share, EBITDA of $617 million, and adjusted EBITDA of $644 million. First quarter 2026 financial results reflect a gain of approximately $170 million from a litigation settlement.

Net sales in the first quarter of 2026 were $1.99 billion compared to $1.66 billion in the first quarter of 2025. Average selling prices were higher for all segments in the first quarter of 2026 compared to the first quarter of 2025 due to a tight global nitrogen supply-demand balance, which was further tightened by supply disruptions related to the conflict with Iran. Sales volumes were lower in the first quarter of 2026 compared to the first quarter of 2025 due primarily to lower urea ammonium nitrate solution (UAN) and ammonium nitrate (AN) sales.

Cost of sales for the first quarter of 2026 was higher compared to the first quarter of 2025 due primarily to higher maintenance costs, including the extended outage at the Company’s Yazoo City Complex, and higher realized natural gas costs.

The average cost of natural gas, including the impact of realized derivatives, reflected in the Company’s cost of sales was $4.57 per MMBtu in the first quarter of 2026 compared to the average cost of natural gas in cost of sales of $3.68 per MMBtu in the first quarter of 2025.

Capital Management

On April 8, 2025, CF Industries announced that it formed a joint venture (Blue Point joint venture) with JERA Co., Inc. (JERA) and Mitsui & Co., Ltd. (Mitsui) for the construction, production and offtake of low-carbon ammonia. CF Industries holds 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the joint venture, with the joint venture to be funded by the equity partners according to their ownership percentage.

CF Industries consolidates the Blue Point joint venture in its consolidated financial statements, with the combined 60% interest owned by JERA and Mitsui recorded as noncontrolling interests. CF Industries’ consolidated financial statements at March 31, 2026, included the cash held by the joint venture, capital contributions from the joint venture equity partners and the capital expenditures of the joint venture.

Cash and Cash Equivalents

As of March 31, 2026, CF Industries had cash and cash equivalents of $2.04 billion, of which $254 million was held by the Blue Point joint venture. Cash and cash equivalents as of March 31, 2026, did not include the approximately $170 million from a litigation settlement as the proceeds were accrued in the first quarter of 2026, but not received until April 2026.

Capital Expenditures

Capital expenditures in the first quarter of 2026 were $223 million, of which $65 million was attributable to the Blue Point joint venture.

Three months ended March 31, 2026

(in millions)

Total Capital Expenditures $ 223

CF Industries Existing Operations (100% attributable to CF Industries) 132

Total Blue Point Joint Venture (40% attributable to CF Industries) 65

Blue Point Common Facilities (100% attributable to CF Industries) 20

Capitalized Interest 6

Reflecting the consolidation of the Blue Point joint venture into CF Industries’ financial statements, management projects capital expenditures for full year 2026 will be approximately $1.3 billion, of which approximately $550 million is related to activities within the Company’s existing network and approximately $600 million is related to total estimated capital expenditures in 2026 of the Blue Point joint venture, which will be funded by each joint venture partner according to their ownership percentage. The Company expects to have approximately $150 million in capital expenditures in 2026 related to its wholly owned Blue Point common facilities. For the full year, management projects capital expenditures for CF Industries, excluding the portion of capital expenditures funded by JERA and Mitsui, to be approximately $950 million.

Additionally, the Company expects to record as capital expenditures approximately $40 million of capitalized interest. Interest expense will be reduced by a corresponding amount.

Share Repurchase Program

The Company repurchased approximately 155,000 shares for $15 million during the first quarter of 2026.

Since CF Industries commenced its current $2 billion share repurchase program in October 2025, the Company has repurchased 3.6 million shares for approximately $293 million. As of March 31, 2026, approximately $1.7 billion remains under the program, which expires in December 2029.

CHS Inc. Distribution

CHS Inc. (CHS) is entitled to semi-annual distributions resulting from its minority equity investment in CF Industries Nitrogen, LLC (CFN). The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2026 is approximately $88 million.

Nitrogen Market Outlook

Entering 2026, the global nitrogen supply-demand balance was tight following 2025’s strong global nitrogen demand and supply disruptions due to geopolitical events and lack of natural gas availability in key supply regions. The conflict in the Middle East has significantly tightened the global nitrogen supply-demand balance further. Annual nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea, the most widely used nitrogen fertilizer globally. A large majority of ammonia and urea shipments have been unable to transit through the Strait of Hormuz, and a significant amount of nitrogen capacity in the region has been curtailed or shut down as a result.

Additionally, liquefied natural gas (LNG) supply out of the Middle East, which accounts for approximately 20% of global LNG exports, has been restricted due to limited transit through the Strait of Hormuz, shutdowns and curtailments, or damage to LNG assets. This has affected nitrogen production in areas reliant on imported LNG, such as India, Pakistan, and Bangladesh. Facilities in these areas are either temporarily shut down or operating at reduced rates, further constraining global supply. In addition, European natural gas prices have increased sharply as a result of low gas storage and high LNG prices, raising the global nitrogen market clearing price required to meet global nitrogen demand.

Management has long projected that the global nitrogen supply-demand balance would tighten over the long-term as global nitrogen capacity under construction is not projected to keep pace with expected global nitrogen demand growth over the next four years. Based on the duration of the current conflict and severe shocks to global fertilizer supply, management believes the global nitrogen supply-demand balance will remain tighter than expected in the near- and medium-term as global nitrogen trade requires time to rebalance.

Secure North American nitrogen availability: Management believes nitrogen channel inventory in North America is at average levels as domestic and imported supply has been moving through the supply chain since July 2025, supporting pre-plant and post-plant applications. The U.S. Department of Agriculture’s Prospective Plantings report indicated intended corn plantings at approximately 95 million acres in the United States for 2026.

Constrained global supply: The Company estimates that 50-60% of ammonia and urea capacity in the Middle East was curtailed or offline in March due to the conflict with Iran. Nitrogen exports from Russia, while still above pre-war levels, continue to face interrupted supply and export flows due to the ongoing conflict in the region. Additionally, China has limited exports of all fertilizer products, except ammonium sulfate. Management believes that China will begin limited exports of nitrogen products later in the second quarter of 2026.

Higher urea imports to India: Low starting inventory in India, lower domestic production due to a lack of LNG imports and undelivered volumes from a previously awarded urea tender due to the conflict with Iran suggest a need for India to tender frequently for urea in 2026. As a result, management expects India to import more urea in 2026 than in 2025, potentially reaching 10-12 million metric tons for the year. This increase in demand may be partially offset by lower demand in other import regions, including Latin America, Africa and Southeast Asia, which are facing affordability concerns due to tight global supply and higher prices.

Strategic Initiatives Update

Blue Point Joint Venture with JERA and Mitsui

The Blue Point joint venture will construct at CF Industries’ Blue Point Complex in Modeste, Louisiana, an autothermal reforming ammonia production facility with a carbon dioxide (CO2) dehydration and compression unit to prepare captured CO2 for transportation and sequestration. The project execution team has been assembled and procurement of long lead equipment items is largely complete. Detailed engineering activities along with the regulatory permitting process are progressing to support the start of facility civil construction in 2026. Installation of basic site infrastructure has begun, which will enable the start of civil construction later this year.

Yazoo City, MS, Carbon Capture and Sequestration Project

CF Industries signed a definitive commercial agreement in July 2024 with ExxonMobil for the transport and sequestration in permanent geologic storage of up to 500,000 metric tons of CO2 annually from the Company’s Yazoo City, Mississippi, Complex. CF Industries will invest approximately $100 million into its Yazoo City Complex to build a CO2 dehydration and compression unit to enable up to 500,000 metric tons of CO2 captured from the ammonia production process per year to be transported and stored. The Company continues to order long lead equipment and progress through detailed engineering to achieve a 2028 startup. CF Industries expects the project to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a credit per metric ton of CO2 sequestered.

Low-Carbon UAN Collaboration with PepsiCo

CF Industries and PepsiCo have entered a commercial agreement focused on reducing the carbon footprint of PepsiCo’s potato supply chain through the use of UAN manufactured with a lower carbon intensity than conventional processes (low-carbon UAN). This agreement marks CF Industries’ first commercial launch of certified low-carbon UAN fertilizer. The low-carbon UAN will be available to farmers who grow potatoes for PepsiCo’s Frito-Lay potato chip brands, enabling a lower carbon footprint from its U.S. potato supply chain. The low-carbon UAN has been certified by the Verified Ammonia Carbon Intensity Program.

___________________________________________________

(1)Certain items recognized during the first quarter of 2026 impacted the Company’s financial results and their comparability to the prior year period. See the table accompanying this release for a summary of these items.

(2)EBITDA is defined as net earnings attributable to common stockholders plus interest expense—net, income taxes and depreciation and amortization. See reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures in the tables accompanying this release.

(3)Free cash flow is defined as net cash provided by operating activities, less capital expenditures and distributions to noncontrolling interests plus contributions from noncontrolling interests. See reconciliation of free cash flow to the most directly comparable GAAP measure in the table accompanying this release.

(4)Available ammonia capacity represents CF Industries’ average annual gross ammonia capacity of its manufacturing network as described in the Company’s 2025 Form 10-K less the average annual gross ammonia capacity of its Yazoo City Complex, which management previously announced would not resume operations until late fourth quarter of 2026 at the earliest.

Consolidated Results

Three months ended

March 31,

2026 2025

(dollars in millions, except per share and per MMBtu amounts)

Net sales $ 1,986 $ 1,663

Cost of sales 1,240 1,091

Gross margin $ 746 $ 572

Gross margin percentage 37.6 % 34.4 %

Net earnings attributable to common stockholders $ 615 $ 312

Net earnings per diluted share 3.98 1.85

EBITDA(1)

$ 1,008 $ 617

Adjusted EBITDA(1)

983 644

Sales volume by product tons (000s) 4,683 5,004

Natural gas supplemental data (per MMBtu):

Natural gas costs in cost of sales(2)

$ 4.95 $ 3.69

Realized derivatives gain in cost of sales(3)

(0.38) (0.01)

Cost of natural gas used for production in cost of sales $ 4.57 $ 3.68

Average daily market price of natural gas at the Henry Hub $ 4.90 $ 4.28

Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (3) $ 2

Depreciation and amortization 228 221

Capital expenditures(4)

223 132

Production volume by product tons (000s):

Ammonia(5)

2,457 2,617

Granular urea 1,151 1,110

UAN (32%)(6)

1,525 1,856

105 322

_______________________________________________________________________________

(1)See reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures in the tables accompanying this release.

(2)Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

(3)Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.

(4)For the three months ended March 31, 2026, includes $65 million attributable to the Blue Point joint venture.

(5)Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.

(6)UAN product tons assume a 32% nitrogen content basis for production volume.

Ammonia Segment

CF Industries’ ammonia segment produces anhydrous ammonia (ammonia), which is the base product that the Company manufactures, containing 82 percent nitrogen and 18 percent hydrogen. The results of the ammonia segment consist of sales of ammonia to external customers for its nitrogen content as a fertilizer, in emissions control and in other industrial applications. In addition, the Company upgrades ammonia into other nitrogen products such as granular urea, UAN and AN.

Three months ended

March 31,

2026 2025

(dollars in millions, except per ton amounts)

Net sales $ 627 $ 520

Cost of sales 400 334

Gross margin $ 227 $ 186

Gross margin percentage 36.2 % 35.8 %

Sales volume by product tons (000s) 1,103 1,146

Sales volume by nutrient tons (000s)(1)

905 940

Average selling price per product ton $ 568 $ 454

Average selling price per nutrient ton(1)

693 553

Adjusted gross margin(2):

Gross margin $ 227 $ 186

Depreciation and amortization 61 48

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

Adjusted gross margin $ 287 $ 235

Adjusted gross margin as a percent of net sales 45.8 % 45.2 %

Gross margin per product ton $ 206 $ 162

Gross margin per nutrient ton(1)

251 198

Adjusted gross margin per product ton 260 205

Adjusted gross margin per nutrient ton(1)

317 250

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

(2)Adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton are non-GAAP financial measures. Adjusted gross margin is defined as gross margin excluding depreciation and amortization and unrealized net mark-to-market (gain) loss on natural gas derivatives. A reconciliation of adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton to gross margin, the most directly comparable GAAP measure, is provided in the table above. See “Note Regarding Non-GAAP Financial Measures” in this release.

Comparison of first quarter 2026 to first quarter 2025:

•Ammonia sales volumes for 2026 were similar to 2025.

•Ammonia average selling prices increased for 2026 compared to 2025 due to a tight global nitrogen supply-demand balance, which was further tightened by supply disruptions related to the conflict with Iran.

•Ammonia adjusted gross margin per ton increased for 2026 compared to 2025 due primarily to higher average selling prices partially offset by higher maintenance costs and higher realized natural gas costs.

Granular Urea Segment

CF Industries’ granular urea segment produces granular urea, which contains 46 percent nitrogen. Produced from ammonia and CO2, it has the highest nitrogen content of any of the Company’s solid nitrogen products.

Three months ended

March 31,

2026 2025

(dollars in millions, except per ton amounts)

Net sales $ 590 $ 439

Cost of sales 335 266

Gross margin $ 255 $ 173

Gross margin percentage 43.2 % 39.4 %

Sales volume by product tons (000s) 1,291 1,125

Sales volume by nutrient tons (000s)(1)

594 517

Average selling price per product ton $ 457 $ 390

Average selling price per nutrient ton(1)

993 849

Adjusted gross margin(2):

Gross margin $ 255 $ 173

Depreciation and amortization 76 71

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

Adjusted gross margin $ 330 $ 244

Adjusted gross margin as a percent of net sales 55.9 % 55.6 %

Gross margin per product ton $ 198 $ 154

Gross margin per nutrient ton(1)

429 335

Adjusted gross margin per product ton 256 217

Adjusted gross margin per nutrient ton(1)

556 472

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

Comparison of first quarter 2026 to first quarter 2025:

•Granular urea sales volumes for 2026 were higher than 2025 due primarily to greater supply availability from higher starting inventory and product mix favoring granular urea production.

•Granular urea average selling prices increased for 2026 compared to 2025 due to a tight global nitrogen supply-demand balance, which was further tightened by supply disruptions related to the conflict with Iran.

•Granular urea adjusted gross margin per ton increased for 2026 compared to 2025 due primarily to higher average selling prices partially offset by higher realized natural gas costs.

UAN Segment

CF Industries’ UAN segment produces urea ammonium nitrate solution (UAN). UAN is a liquid product with nitrogen content that typically ranges from 28 percent to 32 percent and is produced by combining urea and ammonium nitrate in solution.

Three months ended

March 31,

2026 2025

(dollars in millions, except per ton amounts)

Net sales $ 583 $ 470

Cost of sales 333 328

Gross margin $ 250 $ 142

Gross margin percentage 42.9 % 30.2 %

Sales volume by product tons (000s) 1,671 1,875

Sales volume by nutrient tons (000s)(1)

526 593

Average selling price per product ton $ 349 $ 251

Average selling price per nutrient ton(1)

1,108 793

Adjusted gross margin(2):

Gross margin $ 250 $ 142

Depreciation and amortization 64 73

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

Adjusted gross margin $ 313 $ 216

Adjusted gross margin as a percent of net sales 53.7 % 46.0 %

Gross margin per product ton $ 150 $ 76

Gross margin per nutrient ton(1)

475 239

Adjusted gross margin per product ton 187 115

Adjusted gross margin per nutrient ton(1)

595 364

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

Comparison of first quarter 2026 to first quarter 2025:

•UAN sales volumes for 2026 decreased compared to 2025 due primarily to lower supply availability from product mix that favored granular urea production.

•UAN average selling prices increased for 2026 compared to 2025 due to a tight global nitrogen supply-demand balance, which was further tightened by supply disruptions related to the Russia-Ukraine war.

•UAN adjusted gross margin per ton increased for 2026 compared to 2025 due primarily to higher average selling prices partially offset by higher realized natural gas costs and higher maintenance costs.

AN Segment

CF Industries’ AN segment produces ammonium nitrate (AN). AN is used as a nitrogen fertilizer with nitrogen content between 29 percent to 35 percent, and is also used extensively by the commercial explosives industry as a component of explosives.

Three months ended

March 31,

2026 2025

(dollars in millions, except per ton amounts)

Net sales $ 58 $ 101

Cost of sales 69 85

Gross margin $ (11) $ 16

Gross margin percentage (19.0) % 15.8 %

Sales volume by product tons (000s) 130 328

Sales volume by nutrient tons (000s)(1)

45 113

Average selling price per product ton $ 446 $ 308

Average selling price per nutrient ton(1)

1,289 894

Adjusted gross margin(2):

Gross margin $ (11) $ 16

Depreciation and amortization 3 8

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

Adjusted gross margin $ (8) $ 24

Adjusted gross margin as a percent of net sales (13.8) % 23.8 %

Gross margin per product ton $ (85) $ 49

Gross margin per nutrient ton(1)

(244) 142

Adjusted gross margin per product ton (62) 73

Adjusted gross margin per nutrient ton(1)

(178) 212

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

Comparison of first quarter 2026 to first quarter 2025:

•AN sales volumes were lower for 2026 compared to 2025 due primarily to the loss of production at the Company’s Yazoo City, Mississippi, Complex following an incident in November 2025.

•AN average selling prices increased for 2026 compared to 2025 due to a tight global nitrogen supply-demand balance, which was further tightened by supply disruptions related to the Russia-Ukraine war, as well as a higher proportion of AN sales made in the United Kingdom.

•AN adjusted gross margin per ton decreased for 2026 compared to 2025 due primarily to costs related to the ongoing outage at the Company’s Yazoo City, Mississippi, Complex partially offset by higher average selling prices.

Other Segment

CF Industries’ Other segment primarily includes diesel exhaust fluid (DEF), urea liquor and nitric acid.

Three months ended

March 31,

2026 2025

(dollars in millions, except per ton amounts)

Net sales $ 128 $ 133

Cost of sales 103 78

Gross margin $ 25 $ 55

Gross margin percentage 19.5 % 41.4 %

Sales volume by product tons (000s) 488 530

Sales volume by nutrient tons (000s)(1)

96 106

Average selling price per product ton $ 262 $ 251

Average selling price per nutrient ton(1)

1,333 1,255

Adjusted gross margin(2):

Gross margin $ 25 $ 55

Depreciation and amortization 16 13

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

Adjusted gross margin $ 41 $ 68

Adjusted gross margin as a percent of net sales 32.0 % 51.1 %

Gross margin per product ton $ 51 $ 104

Gross margin per nutrient ton(1)

260 519

Adjusted gross margin per product ton 84 128

Adjusted gross margin per nutrient ton(1)

427 642

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

Comparison of first quarter 2026 to first quarter 2025:

•Other sales volumes for 2026 decreased compared to 2025 due primarily to lower DEF sales as a result of the ongoing outage at the Yazoo City Complex.

•Other average selling prices increased for 2026 compared to 2025 due to a tight global nitrogen supply-demand balance.

•Other adjusted gross margin per ton decreased for 2026 compared to 2025 due primarily to costs related to the ongoing outage at the Company’s Yazoo City, Mississippi, Complex partially offset by higher average selling prices.

Dividend Payment

On April 28, 2026, CF Industries’ Board of Directors declared a quarterly dividend of $0.50 per common share. The dividend will be paid on May 29, 2026 to stockholders of record as of May 15, 2026.

Conference Call

CF Industries will hold a conference call to discuss its first quarter 2026 results at 11:00 a.m. ET on Thursday, May 7, 2026. This conference call will include discussion of CF Industries’ business environment and outlook. Investors can access the call and find dial-in information on the Investor Relations section of the Company’s website at www.cfindustries.com.

About CF Industries Holdings, Inc.

At CF Industries, 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 manufacturing complexes in the United States, Canada, and the United Kingdom, an unparalleled storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. CF Industries routinely posts investor announcements and additional information on the Company’s website at www.cfindustries.com and encourages those interested in the Company to check there frequently.

Note Regarding Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that EBITDA, EBITDA per ton, adjusted EBITDA, adjusted EBITDA per ton, free cash flow, and, on a segment basis, adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton, which are non-GAAP financial measures, provide additional meaningful information regarding the Company’s performance and financial strength. Management uses these measures, and believes they are useful to investors, as supplemental financial measures in the comparison of year-over-year performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. In addition, because not all companies use identical calculations, EBITDA, EBITDA per ton, adjusted EBITDA, adjusted EBITDA per ton, free cash flow, adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton, included in this release may not be comparable to similarly titled measures of other companies. Reconciliations of EBITDA, EBITDA per ton, adjusted EBITDA, adjusted EBITDA per ton, and free cash flow to the most directly comparable GAAP measures are provided in the tables accompanying this release under “CF Industries Holdings, Inc.-Selected Financial Information-Non-GAAP Disclosure Items.” Reconciliations of adjusted gross margin, adjusted gross margin as a percent of net sales and adjusted gross margin per product ton and per nutrient ton to the most directly comparable GAAP measures are provided in the segment tables included in this release.

Safe Harbor Statement

All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and management’s expectations with respect to the production of low-carbon ammonia, the development of carbon capture and sequestration projects, the transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital expenditures, statements about future financial and operating results, and other items described in this communication.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others: the Company’s ability to complete the projects at its Blue Point Complex, including the construction of a low-carbon ammonia production facility with its joint venture partners and scalable infrastructure on schedule and on budget or at all; the Company’s ability to fund the capital expenditure needs related to the joint venture at its Blue Point Complex, which may exceed its current estimates; the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s selling prices and operating results; the global commodity nature of the Company’s nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers; announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for its capital projects and maintenance; conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for its fertilizer products; the volatility of natural gas prices in North America and globally; weather conditions and the impact of adverse weather events; the seasonality of the fertilizer business; the impact of changing market conditions on the Company’s forward sales programs; difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of transportation services and equipment, including those related to carbon dioxide sequestration; the Company’s reliance on a limited number of key facilities; risks associated with cybersecurity; acts of terrorism and regulations to combat terrorism; the significant risks and hazards involved in producing and handling the Company’s products against which the Company may not be fully insured; risks associated with international operations; the Company’s ability to manage its indebtedness and any additional indebtedness that may be incurred; risks associated with changes in tax laws and adverse determinations by taxing authorities, including any potential changes in tax regulations and its qualification for tax credits; risks involving derivatives and the effectiveness of the Company’s risk management and hedging activities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; regulatory provisions and requirements related to greenhouse gas emissions and sustainability matters, including announced or future changes in environmental, climate change or sustainability laws; the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of the Company’s low-carbon ammonia projects; risks associated with investments in and expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; and failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at its Blue Point Complex.

More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the Company’s web site. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements are given only as of the date of this communication and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For additional information:

Media Investors

Chris Close Darla Rivera

Senior Director, Corporate Communications Director, Investor Relations

847-405-2542 - cclose@cfindustries.com 847-405-2045 - darla.rivera@cfindustries.com

CF INDUSTRIES HOLDINGS, INC.

SELECTED FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three months ended

March 31,

2026 2025

(in millions, except per share amounts)

Net sales $ 1,986 $ 1,663

Cost of sales 1,240 1,091

Gross margin 746 572

Selling, general and administrative expenses 103 84

U.K. operations restructuring — 23

Litigation settlement gain (170) —

Other operating (income) expense—net (44) 14

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

Equity in earnings of operating affiliate 6 4

Operating earnings 863 455

Interest expense 39 37

Interest income (20) (17)

Other non-operating expense (income)—net — (2)

Earnings before income taxes 844 437

Income tax provision 168 86

Net earnings 676 351

Less: Net earnings attributable to noncontrolling interests 61 39

Net earnings attributable to common stockholders $ 615 $ 312

Net earnings per share attributable to common stockholders:

Basic $ 3.99 $ 1.85

Diluted $ 3.98 $ 1.85

Weighted-average common shares outstanding:

Basic 154.2 168.6

Diluted 154.5 168.8

CF INDUSTRIES HOLDINGS, INC.

SELECTED FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

March 31,

2026 December 31,

2025

(in millions)

Assets

Current assets:

Cash and cash equivalents (amount related to variable interest entity (VIE)—2026: $254, 2025: $130)

$ 2,042 $ 1,982

Accounts receivable—net 726 488

Inventories 371 383

Prepaid income taxes 23 105

Other current assets (amount related to VIE—2026: $0, 2025: $1)

229 27

Total current assets 3,391 2,985

Property, plant and equipment—net (amount related to VIE—2026: $410, 2025: $361)

6,724 6,715

Investment in affiliate 39 32

Goodwill 2,492 2,493

Intangible assets—net 470 473

Operating lease right-of-use assets 393 410

Other assets (amount related to VIE—2026: $3, 2025: $1)

1,099 980

Total assets $ 14,608 $ 14,088

Liabilities and Equity

Current liabilities:

Accounts payable and accrued expenses (amount related to VIE—2026: $36, 2025: $52)

$ 613 $ 681

Income taxes payable 90 —

Customer advances 132 77

Current operating lease liabilities 107 110

Other current liabilities 16 19

Total current liabilities 958 887

Long-term debt 3,216 3,215

Deferred income taxes 855 869

Operating lease liabilities 297 311

Supply contract liability 686 694

Other liabilities (amount related to VIE—2026: $1, 2025: $1)

340 337

Equity:

Stockholders’ equity 5,342 4,838

Noncontrolling interests 2,914 2,937

Total equity 8,256 7,775

Total liabilities and equity $ 14,608 $ 14,088

CF INDUSTRIES HOLDINGS, INC.

SELECTED FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three months ended

March 31,

2026 2025

(in millions)

Operating Activities:

Net earnings $ 676 $ 351

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization 228 221

Deferred income taxes (12) (26)

Stock-based compensation expense 11 10

Unrealized net (gain) loss on natural gas derivatives (3) 2

Loss on disposal of property, plant and equipment 2 1

Litigation settlement gain (170) —

Insurance recoveries (25) —

Loss on sale of Ince facility — 23

Undistributed earnings of affiliate—net of taxes (6) (4)

Changes in assets and liabilities:

Accounts receivable—net (239) (177)

Inventories 2 (43)

Accrued and prepaid income taxes 144 89

Accounts payable and accrued expenses (75) 16

Customer advances 55 123

Other—net (92) —

Net cash provided by operating activities 496 586

Investing Activities:

Additions to property, plant and equipment (223) (132)

Proceeds from sale of property, plant and equipment — 2

Proceeds from sale of Ince facility — 4

Purchase of emission credits (2) —

Net cash used in investing activities (225) (126)

Financing Activities:

Dividends paid on common stock (78) (86)

Contributions from noncontrolling interests 117 —

Distributions to noncontrolling interests (201) (129)

Purchases of treasury stock (28) (444)

Proceeds from issuances of common stock under employee stock plans 1 1

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

Net cash used in financing activities (199) (671)

Effect of exchange rate changes on cash and cash equivalents (12) 3

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

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

Cash and cash equivalents at end of period $ 2,042 $ 1,406

CF INDUSTRIES HOLDINGS, INC.

SELECTED FINANCIAL INFORMATION

NON-GAAP DISCLOSURE ITEMS

Reconciliation of net cash provided by operating activities (GAAP measure) to free cash flow (non-GAAP measure):

Free cash flow is defined as net cash provided by operating activities, as stated in the consolidated statements of cash flows, reduced by capital expenditures and distributions to noncontrolling interests plus contributions from noncontrolling interests. The Company has presented free cash flow because management uses this measure and believes it is useful to investors, as an indication of the strength of the Company and its ability to generate cash and to evaluate the Company’s cash generation ability relative to its industry competitors. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures.

Twelve months ended

March 31,

2026 2025

(in millions)

Net cash provided by operating activities $ 2,662 $ 2,412

Capital expenditures(1)

(1,041) (552)

Distributions to noncontrolling interests (376) (293)

Contributions from noncontrolling interests 408 —

Free cash flow $ 1,653 $ 1,567

_______________________________________________________________________________

(1)For the twelve months ended March 31, 2026, includes $372 million attributable to the Blue Point joint venture.

CF INDUSTRIES HOLDINGS, INC.

SELECTED FINANCIAL INFORMATION

NON-GAAP DISCLOSURE ITEMS (CONTINUED)

Reconciliation of net earnings attributable to common stockholders and net earnings attributable to common stockholders per ton (GAAP measures) to EBITDA, EBITDA per ton, adjusted EBITDA and adjusted EBITDA per ton (non-GAAP measures), as applicable:

EBITDA is defined as net earnings attributable to common stockholders plus interest expense—net, income taxes and depreciation and amortization. Other adjustments include the elimination of the portion of interest income (expense)—net and the portion of depreciation and amortization that are included in noncontrolling interests, and loan fee amortization that is included in both interest and amortization.

The Company has presented EBITDA and EBITDA per ton because management uses these measures to track performance and believes that they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry.

Adjusted EBITDA is defined as EBITDA adjusted with the selected items as summarized in the table below. The Company has presented adjusted EBITDA and adjusted EBITDA per ton because management uses these measures, and believes they are useful to investors, as supplemental financial measures in the comparison of year-over-year performance.

Three months ended

March 31,

2026 2025

(in millions)

Net earnings $ 676 $ 351

Less: Net earnings attributable to noncontrolling interests (61) (39)

Net earnings attributable to common stockholders 615 312

Interest expense—net 19 20

Income tax provision 168 86

Depreciation and amortization 228 221

Less other adjustments:

Interest income (expense)—net in noncontrolling interests 1 —

Depreciation and amortization in noncontrolling interests (22) (21)

Loan fee amortization(1)

(1) (1)

EBITDA 1,008 617

Unrealized net mark-to-market (gain) loss on natural gas derivatives (3) 2

Loss on foreign currency transactions 3 2

Less: Loss on foreign currency transactions in noncontrolling interests (1) —

Insurance recoveries—property damage (25) —

Loss on sale of Ince facility — 23

Blue Point joint venture development costs(2)

1 —

Total adjustments (25) 27

Adjusted EBITDA $ 983 $ 644

Net sales $ 1,986 $ 1,663

Sales volume by product tons (000s) 4,683 5,004

Net earnings attributable to common stockholders per ton $ 131.33 $ 62.35

EBITDA per ton $ 215.25 $ 123.30

Adjusted EBITDA per ton $ 209.91 $ 128.70

_____________________________________________________________________________

(1)Loan fee amortization is included in both interest expense—net and depreciation and amortization.

(2)Represents 40% of Blue Point joint venture costs related to the construction of the low-carbon ammonia production facility at

our Blue Point Complex, which excludes the portion attributable to the noncontrolling interests.

CF INDUSTRIES HOLDINGS, INC.

SELECTED FINANCIAL INFORMATION

ITEMS AFFECTING COMPARABILITY OF RESULTS

For the three months ended March 31, 2026 and 2025, we reported net earnings attributable to common stockholders of $615 million and $312 million, respectively. Certain items affected the comparability of our financial results for the three months ended March 31, 2026 and 2025. The following table outlines these items that affected the comparability of our financial results for these periods.

Three months ended

March 31,

2026 2025

Pre-Tax After-Tax Pre-Tax After-Tax

(in millions)

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

$ (3) $ (2) $ 2 $ 1

Loss on foreign currency transactions(2)(3)

3 3 2 1

Litigation settlement gain (170) (129) — —

Insurance recoveries—property damage(2)

(25) (19) — —

45Q tax credits(2)

(24) (24) — —

Blue Point joint venture development costs(2)(3)

2 2 — —

Loss on sale of Ince facility(4)

— — 23 21

_______________________________________________________________________________

(1)Included in cost of sales in our consolidated statements of operations.

(2)Included in other operating (income) expense—net in our consolidated statements of operations.

(3)Includes results related to the Blue Point joint venture, of which CF has a 40% equity interest. The after-tax impact for amounts related to the Blue Point joint venture does not include a tax provision on the 60% attributable to noncontrolling interests.

(4)Included in U.K. operations restructuring in our consolidated statement of operations.

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