cf-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM			10-Q


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

For the quarterly period ended June 30, 2026





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

Commission file number 001-32597

CF INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-2697511

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

2375 Waterview Drive

60062

Northbrook, Illinois

(Zip Code)

(Address of principal executive offices)

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

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

common stock, par value $0.01 per share

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

151,338,130 shares of the registrant’s common stock, par value $0.01 per share, were outstanding at August 3, 2026.

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CF INDUSTRIES HOLDINGS, INC.

TABLE OF CONTENTS


PART I.	Financial Information
	Item 1.	Financial Statements (unaudited)
		Consolidated Statements of Operations	1
		Consolidated Statements of Comprehensive Income	2
		Consolidated Balance Sheets	3
		Consolidated Statements of Equity	4
		Consolidated Statements of Cash Flows	6
		Notes to Unaudited Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55
	Item 4.	Controls and Procedures	55
PART II.	Other Information


	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
	Item 5.	Other Information	56
	Item 6.	Exhibits	56

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CF INDUSTRIES HOLDINGS, INC.

PART I—FINANCIAL INFORMATION

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.

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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.

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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.

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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)

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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.

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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.

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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.

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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

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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

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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.

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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.

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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)		—

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	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

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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.

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.

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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.

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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

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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.

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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	$	—	$	—	$	—	$	—	$	—	$	—

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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.

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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)

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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

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	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

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	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

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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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes and our discussion and analysis of financial condition and results of operations that were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on February 25, 2026, as well as Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. The following is an outline of the discussion and analysis included herein:

•Overview of CF Holdings

•Market Conditions and Current Developments

•Financial Executive Summary

•Items Affecting Comparability of Results

•Consolidated Results of Operations

•Operating Results by Business Segment

•Liquidity and Capital Resources

•Critical Accounting Estimates

•Recent Accounting Pronouncements

•Forward-Looking Statements

Overview of CF Holdings

Our Company

Our principal assets as of June 30, 2026 include:

•six U.S. manufacturing facilities located in: Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana. The Waggaman facility is wholly owned by us, and the other five U.S. manufacturing facilities are wholly owned directly or indirectly by CF Industries

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Nitrogen, LLC (CFN), of which we own approximately 90% and CHS Inc. (CHS) owns the remainder (see Note 15—Noncontrolling Interests for additional information on our strategic venture with CHS);

•two Canadian manufacturing facilities located in: Medicine Hat, Alberta (the largest ammonia production complex in Canada); and Courtright, Ontario;

•a United Kingdom manufacturing facility located in Billingham;

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

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

•a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point One joint venture), to construct an ammonia manufacturing plant at our Blue Point complex located in Modeste, Louisiana. The joint venture entity is a variable interest entity (VIE) of which we are the primary beneficiary. As a result, we consolidate this entity in our consolidated financial statements, with the combined 60% equity interest owned by our joint venture partners recorded as noncontrolling interests. See “Our Strategy—Blue Point One joint venture,” below, for additional information.

Our Strategy

At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF. A majority of the ammonia and upgraded products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our unique capabilities include: advantaged production, unmatched distribution and logistics network, operational excellence and disciplined capital stewardship.

Our leadership in ammonia production enables us to drive continued operational excellence in our underlying business while investing in decarbonization technologies to produce low-carbon ammonia. These investments allow us to pursue demand for low-carbon products for both traditional and new applications. Traditional applications include agriculture, where low-carbon products can be used to reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production. New growth opportunities include hard-to-abate industries like power generation and marine shipping, for which low-carbon ammonia offers a path to significantly lower carbon footprints as it does not emit carbon when combusted.

Decarbonizing our existing network

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia production. CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere. For each facility we have contracted with ExxonMobil to transport and permanently store the captured CO2.

In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed for a total cost of approximately $200 million. The dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO2 annually, depending on gross ammonia production and consumption of CO2 for upgraded products. This sequestered CO2 would otherwise be emitted into the atmosphere. The project qualifies for tax credits under Section 45Q of the Internal Revenue Code (45Q Tax Credits), which provide a tax credit per metric ton of CO2 captured and disposed of in secure geological storage. As a result of the Donaldsonville CCS project, we have the capacity to produce up to approximately 1.9 million tons of low-carbon ammonia annually at our Donaldsonville complex.

On an interim basis, ExxonMobil is storing CO2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. ExxonMobil has obtained Class VI permits from the U.S. Environmental Protection Agency for its Rose CCS project (Rose). Upon receipt of Class VI permits issued by the Railroad Commission of Texas, ExxonMobil plans to transition to dedicated permanent storage at Rose.

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Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million. At Yazoo City, CCS is expected to commence in 2028, following construction, commissioning and start-up, and annually is expected to enable the transportation and sequestration of up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted into the atmosphere. The Yazoo City CCS project is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO2 captured and disposed of in secure geological storage.

In the fourth quarter of 2025, we completed a nitric acid plant abatement project at our Verdigris complex. The abatement project is expected to significantly reduce nitrous oxide emissions from the plant, lowering CO2 equivalent emissions by over 600,000 metric tons on an annual basis.

Blue Point One joint venture

The Blue Point One joint venture is constructing an autothermal reforming (ATR) ammonia production facility with a 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.

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. Pursuant to periodic capital calls, the Blue Point One joint venture members fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages.

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. The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO2 annually. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development. The ammonia production facility is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO2 captured and disposed of in secure geological storage.

In June 2025, the Blue Point One joint venture executed agreements, including a long-term supply agreement, with a subsidiary of Linde plc for them to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility.

In addition, we plan to invest approximately $550 million to build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading (the “Common Facilities”). We will own and operate the Common Facilities, and the Blue Point One joint venture will compensate us for these services.

We determined that the Blue Point One joint venture is a VIE of which we are the primary beneficiary. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interests. See “Liquidity and Capital Resources—Blue Point One Joint Venture,” below, and Note 12—Variable Interest Entity, for additional information on the Blue Point One joint venture.

Demand for low-carbon products

We believe that our decarbonization projects provide us with benefits, including a significant return profile, a differentiated product offering to existing and new customers, and progress toward our long-term emissions reduction goals.

In 2025, we completed our first sales of low-carbon ammonia at a premium to traditional ammonia consumers in Europe and Africa as they began to establish a low-carbon ammonia supply chain. We expect continued demand growth for low-carbon

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products into Europe as customers seek to reduce the additional costs imposed by the European Union’s regulations, including the carbon border adjustment mechanism in respect of greenhouse gas emissions associated with the production of imported ammonia and upgraded products.

In 2025, our expectation that there is developing demand for low-carbon ammonia for new applications of our products was confirmed through our joint venture partners, JERA and Mitsui. They have committed low-carbon ammonia volumes from the Blue Point One joint venture for power generation and steel production, among other uses, which represent new applications for our products. In December 2025, both JERA and Mitsui were certified as a Supplier of Low-Carbon Hydrogen and its Derivatives by Japan’s Ministry of Economy, Trade and Industry (METI). The certifications were granted under the “Support Focusing on the Price Gap” scheme established in accordance with Japan’s Hydrogen Society Promotion Act. In addition, in March 2026, METI granted approval for the certification of the Tomakomai Clean Energy Hub, a collaborative project in which Mitsui is a partner, under the Hub Development Support Program within Japan’s Hydrogen Society Promotion Act, further evidencing developing demand for low‑carbon ammonia.

In 2026, we began sales of low-carbon upgraded products. The first sale was PepsiCo’s purchase of low-carbon UAN for use in their product supply chain. Additional upgraded products are being certified low-carbon, and marketing for those products has begun. We continue to engage in discussions with existing and potential customers who have interest in using low-carbon products for traditional applications as well as for the supply of our low-carbon products for new applications. We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for our low-carbon products. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon products, including associated carbon intensity requirements, government incentives and regulatory developments.

Market Conditions and Current Developments

Geopolitical Environment

Global selling prices for nitrogen fertilizers are driven by supply and demand dynamics. Beginning in 2025 and continuing into the first quarter of 2026, global nitrogen fertilizer market conditions reflected a tight supply and demand balance. In this period, there was strong global demand for all nitrogen products, particularly in North America, India and Brazil. At the same time, global supply was constrained due in part to supply disruptions in 2025 caused by geopolitical issues, maintenance activity and unexpected production outages in Egypt, Iran and Russia, including the impacts of the ongoing Russia-Ukraine war.

Towards the end of the first quarter of 2026, global market conditions were further impacted by the conflict with Iran, which led to additional nitrogen fertilizer global supply constraints and resulting price volatility as trade disruptions in the Middle East continued to unfold. The Middle East is one of the world’s largest nitrogen producing and exporting regions due to its low-cost natural gas supply. Nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea annually, and urea is the most widely used nitrogen fertilizer globally. In March of 2026, safety concerns amid ongoing attacks by Iran and unavailability of war risk insurance coverage on affected vessels brought the flow of vessels to transport fertilizer and other products through the Strait of Hormuz to a halt. This prevented the export of nitrogen fertilizers from this region and resulted in the curtailment or shut down of a significant amount of nitrogen capacity in the region. This supply disruption impacted the global supply demand balance resulting in higher selling prices for nitrogen products.

Liquefied natural gas (LNG) supply out of the Middle East has also been disrupted by the conflict with Iran. In particular, Qatar’s LNG exports account for approximately 18% of global LNG trade and its export facilities were taken offline in March 2026. This disruption in LNG supply out of the Middle East affected nitrogen producers reliant on imported LNG, such as nitrogen producers in India, Pakistan, and Bangladesh that were either temporarily shut down or operating at reduced rates, further constraining global nitrogen supply. Damage to LNG facilities as a result of the conflict with Iran will require repairs prior to resumption of operations. Qatar’s government has reported it will take multiple years to return its operations to full capacity. Furthermore, it is expected that nitrogen producers in the Middle East that have been impacted by the conflict with Iran, including those impacted by lower LNG supply due to damaged LNG facilities, will also require time to resume production at pre-conflict levels.

As a result of all these factors, global nitrogen fertilizer prices significantly increased in March of 2026 and remained elevated throughout most of the second quarter of 2026. However, near the end of the second quarter of 2026, global nitrogen selling prices declined due primarily to the following factors:

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•a decline in agriculture demand driven by the conclusion of the fertilizer application season, combined with delayed customer purchasing,

•a decline in global import demand for ammonia driven by phosphate production curtailments, which were in response to limited sulfur availability, an input in certain production processes, and

•prospects of returning supply availability from the Middle East as progress was made towards a ceasefire or settlement of the conflict with Iran.

We expect that these geopolitical events, including the length and extent of the conflict with Iran and its expansion throughout and beyond the Persian Gulf, viability of shipping through the Strait of Hormuz, and the extent of damage and time to repair energy infrastructure, will continue to impact the global nitrogen supply and demand balance, and result in higher volatility of future selling prices and demand for nitrogen fertilizer products. The scope and duration of these impacts are currently unknown; however, we believe that the impacts of these geopolitical events on the global nitrogen supply and demand balance, as described above, will persist in the near-term.

Government Policies

Since January 20, 2025, the Trump administration has imposed, modified and proposed additional tariffs on a range of products from most countries around the world, including global tariffs and tariffs on imports from Canada pursuant to the International Emergency Economic Powers Act (IEEPA). The Trump administration has negotiated and is negotiating tariff and trade agreements that have resulted in, and will continue to result in, changes to existing tariffs and other trade policies in the United States and globally. From March 6, 2025, the United States excluded from IEEPA-based tariffs any products that entered the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement (USMCA), such that U.S. tariffs on Canadian imports were not applicable to our Canadian production. Effective November 13, 2025, the Trump administration exempted most fertilizer products, including urea, UAN and AN, but not ammonia, from IEEPA global tariffs announced on April 5, 2025.

On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the president to impose tariffs, including IEEPA-based global tariffs and tariffs on imports from Canada. Invoking other legal authority, the Trump administration responded by imposing a 10% tariff on most products imported into the United States on or after February 24, 2026, which may run for up to 150 days absent further congressional extension. The proclamation imposing the 10% tariff continues the IEEPA tariff exemptions that were applicable to our Canadian production and to most fertilizer products, which are both described above. The Trump administration subsequently launched multiple trade investigations pursuant to section 301 of the Trade Act of 1974 that are expected to result in the imposition of more durable tariffs against a wide range of countries at tariff rates to be determined by the Trump administration after receiving recommendations from the Office of the U.S. Trade Representative (USTR). For example, on July 23, 2026, USTR finalized its investigation and, effective July 24, 2026, imposed 10% and 12.5% tariffs on more than 60 countries for failure to impose or effectively enforce bans on the importation of goods produced with forced labor. Prior exclusions of USMCA goods, products subject to section 232 tariffs, and certain fertilizer and other products were maintained in this action, which also exempted ammonia from these tariffs. USTR is expected to announce outcomes in other section 301 actions in the coming months.

The Supreme Court decision did not modify non-IEEPA tariffs, including tariffs on imports of certain steel and aluminum products and their derivatives which may impact the cost of our capital equipment, including for development and construction at our Blue Point complex. The Trump administration modified the proclamation order regarding metals tariffs on April 2, 2026 with impact that may increase or decrease tariffs on certain products.

The United States did not agree to renewal of the USMCA by July 1, 2026, and negotiations between the United States, Canada, and Mexico to address certain U.S. concerns continue. As a result, the USMCA remains intact (albeit some trade is subject to other tariff actions) and will continue to provide duty-free treatment to nitrogen products from Canada but is set to be reviewed annually until a renewal is agreed to by the three countries. On July 20, 2026, the Trump administration issued three executive orders pursuant to section 338 of the Tariff Act of 1930 that will impose additional 50% tariffs on specified products imported from Canada, effective August 19, 2026. The executive orders do not subject nitrogen products to these tariffs.

Effective July 1, 2026, the European Union (EU) implemented the United States-European Union Framework on an Agreement on Reciprocal, Fair, and Balanced Trade to eliminate most-favored nation (MFN) tariffs on EU imports of all U.S. nitrogen fertilizer products through at least the end of 2029. Other trade agreements that were recently negotiated between the

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United States and several other countries may be continued or paused, or further negotiations regarding trade agreements may result in changes to the magnitude, timing or other aspects of tariffs between these countries.

There remains ongoing uncertainty regarding tariff developments. Proposed or enacted tariffs and changes to U.S. trading policies may be reinstituted, paused, removed or changed at any time and may also be subject to litigation. Retaliatory tariffs or other imposition of taxes and duties on U.S. exports to trading partners may also be significant and occur at any time. Changes in U.S. trade policy or changes in other countries’ trade policies has and may continue to lead to uncertainty in the global marketplace, impact the supply and demand balance in many regions, and increase the cost of capital equipment and other supplies, which could adversely affect our business, financial condition, results of operations and cash flows.

President Trump signed an Executive Order (EO) on December 6, 2025, on competitive activity in the food supply chain. The EO directs the Attorney General and the Federal Trade Commission (FTC) to each establish a Food Supply Chain Security Task Force to investigate price-fixing and anti-competitive practices across the sector, including fertilizer, and take action as necessary, including bringing enforcement actions and proposing new regulatory approaches. In addition, following the closure of the Strait of Hormuz and the resulting increase in fertilizer selling prices, as discussed above under “Geopolitical Environment,” the Trump administration and Congress have increased their scrutiny of the fertilizer industry, and the Trump administration has announced intentions to improve fertilizer costs for farmers. On May 28, 2026, the Chairman of the FTC announced that the FTC had launched an industry-wide investigation into fertilizer prices in the United States. The impact on our business and operations of any actions that the Trump administration or Congress could take to address fertilizer prices is uncertain.

Nitrogen Selling Prices

Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions. Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers. In general, the prevailing global prices for nitrogen products must be at a level to incent the high-cost marginal producer to produce product at a breakeven or above price, or else they would cease production and leave a portion of global demand unsatisfied.

In the second quarter of 2026, the average selling price for our products was $523 per ton, or 39% higher, compared to $376 per ton in the second quarter of 2025. This resulted in an increase in net sales of approximately $588 million for the second quarter of 2026 compared to the second quarter of 2025. Average selling prices for all of our major products were higher in the second quarter of 2026 than in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further impacted by the conflict with Iran. See “Geopolitical Environment,” above. In the six months ended June 30, 2026, the average selling price for our products was $471 per ton, or 33% higher compared to $354 per ton in the six months ended June 30, 2025. This resulted in an increase in net sales of approximately $989 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Nitrogen Sales Volume

Sales volume was 4.3 million tons in the second quarter of 2026 compared to 5.0 million tons in the second quarter of 2025. Lower sales volume resulted in a decrease in net sales of approximately $256 million. The decrease in sales volume was due primarily to lower sales volumes for our UAN, AN and Ammonia segments, partially offset by an increase in our Other and Granular Urea segments.

Sales volume in the six months ended June 30, 2026 was 8.9 million tons compared to 10.0 million tons in the six months ended June 30, 2025. This resulted in a decrease in net sales of approximately $334 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in sales volume was driven by our UAN, AN and Ammonia segments, partially offset by an increase in our Granular Urea and Other segments.

The decrease in sales volumes for our AN segment in the three and six months ended June 30, 2026 compared to the prior year periods was a result of the idled Yazoo City plant. See “Yazoo City Incident,” below, for additional information.

Natural Gas

Natural gas is the principal raw material used to produce our nitrogen products. Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products. Natural gas is the largest and most volatile cost component of the manufacturing cost for our nitrogen products, representing approximately 36% and 34%, respectively, of our production costs in the first six months of 2026 and the year ended December 31, 2025. All of our ammonia manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.

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Early in the first quarter of 2026, natural gas prices in North America declined as warmer‑than‑normal weather reduced heating demand. However, natural gas prices rose sharply due to extreme weather, supply disruptions, and structurally tighter balances, with the greatest impact concentrated in late January. The primary catalyst was a winter storm that delivered prolonged, below‑freezing temperatures from Texas through the Midwest and the Northeast. Residential and commercial heating demand surged, with total U.S. gas demand reaching record daily levels. Daily prices at the Henry Hub, the most heavily-traded natural gas pricing point in North America, spiked dramatically, with spot prices briefly reaching all‑time highs. U.S. LNG feedgas demand was running near record levels entering the winter storm, limiting system flexibility. At the same time natural gas demand surged, natural gas supply fell sharply due to weather‑related production curtailments impacting multiple basins. The combination of surging demand and falling production triggered unprecedented storage withdrawals. Following the winter storm, a return to more typical weather eased demand and pulled prices lower for the remainder of the first quarter.

Abundant natural gas production, robust natural gas storage injections, and mild spring weather more than offset the impact of growing LNG demand, leading to lower natural gas prices at the beginning of the second quarter of 2026. Natural gas supply growth outpaced demand, driving storage injections well above historical averages. Middle East supply disruptions pushed global natural gas prices higher, significantly widening the premium over North American prices, which were supported by ample domestic production. Warmer weather late in the second quarter of 2026 increased power-sector gas demand toward the end of the quarter.

The following table presents the average daily market price of natural gas at the Henry Hub and our cost of natural gas used for production, which includes the impact of realized natural gas derivatives:


	Three Months Ended June 30,								Six Months Ended June 30,
	2026		2025		2026 v. 2025				2026		2025		2026 v. 2025








Average daily market price of natural gas at the Henry Hub (per MMBtu)	$	2.93	$	3.16	$	(0.23)	(7)	%	$	3.91	$	3.71	$	0.20	5	%
Cost of natural gas used for production in cost of sales(1) (per MMBtu)	3.37		3.36		0.01		—	%	4.01		3.52		0.49		14	%

___________________________________________________________________________

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

In the second quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, was $3.37 per MMBtu compared to $3.36 per MMBtu in the second quarter of 2025. The increase of $0.01 in the cost of natural gas had an insignificant impact to gross margin. In the six months ended June 30, 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 14% to $4.01 per MMBtu from $3.52 per MMBtu in the six months ended June 30, 2025. This increase in natural gas costs resulted in a decrease in gross margin of $73 million.

Yazoo City Incident

As a result of the property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, we recorded an impairment of certain fixed assets within our North American AN asset group of $25 million, which primarily consisted of machinery and equipment. See “Items Affecting Comparability of Results—Insurance recoveries—property damage,” below, for additional information.

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

Financial Executive Summary

We reported net earnings attributable to common stockholders of $727 million for the three months ended June 30, 2026 compared to $386 million for the three months ended June 30, 2025, an increase in net earnings of $341 million, or 88%. The increase in net earnings for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was due

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primarily to an increase in gross margin of $390 million and business interruption insurance recoveries of $50 million related to the November 2025 incident at our Yazoo City complex. These factors that increased net earnings attributable to common stockholders were partially offset by a higher income tax provision in the second quarter of 2026 compared to the second quarter of 2025 and an asset impairment charge of $23 million related to our Yazoo City complex. Business interruption insurance recoveries and asset impairment charges related to our Yazoo City complex are discussed further below in “Items Affecting Comparability of Results.”

Gross margin increased by $390 million, or 52%, to $1.15 billion for the three months ended June 30, 2026 compared to $755 million for the three months ended June 30, 2025. The increase in gross margin was due primarily to a 39% increase in average selling prices to $523 per ton in the second quarter of 2026 from $376 per ton in the second quarter of 2025, as discussed above in “Nitrogen Selling Prices,” which increased gross margin by $588 million. The increase in gross margin due to higher average selling prices was partially offset by lower sales volume, which decreased gross margin by $127 million, and higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our idled Yazoo City complex.

Diluted net earnings per share attributable to common stockholders increased $2.36 per share, or 100%, to $4.73 per share in the second quarter of 2026 compared to $2.37 per share in the second quarter of 2025, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase programs. Diluted weighted-average common shares outstanding were 153.9 million shares for the three months ended June 30, 2026, a decrease of 6% compared to diluted weighted-average common shares outstanding of 163.1 million shares for the three months ended June 30, 2025.

Items Affecting Comparability of Results

For the three months ended June 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $727 million and $386 million, respectively. For the six months ended June 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $1.34 billion and $698 million, respectively. In addition to the impact of market conditions and current developments, discussed above, certain items affected the comparability of our financial results for the three and six months ended June 30, 2026 and 2025. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods. The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.


	Three Months Ended June 30,								Six Months Ended June 30,
	2026				2025				2026				2025
	Pre-Tax		After-Tax		Pre-Tax		After-Tax		Pre-Tax		After-Tax		Pre-Tax		After-Tax
	(in millions)

Unrealized net mark-to-market (gain) loss on natural gas derivatives(1)	$	(2)	$	(2)	$	—	$	—	$	(5)	$	(4)	$	2	$	1










Loss (gain) on foreign currency transactions(2)(3)	2		1		(3)		(3)		5		4		(1)		(3)


Loss on sale of Ince facility(4)	—		—		—		—		—		—		23		21
Yazoo City incident:
Asset impairment	23		18		—		—		23		18		—		—
Insurance recoveries—property damage	—		—		—		—		(25)		(19)		—		—
Insurance recoveries—business interruption	(50)		(38)		—		—		(50)		(38)		—		—
Litigation settlement gain	—		—		—		—		(170)		(129)		—		—
45Q Tax Credits(2)	(19)		(19)		—		—		(43)		(43)		—		—
Blue Point One joint venture development costs(2)(3)	7		7		2		2		9		9		2		2

______________________________________________________________________________

(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 One joint venture, of which we have a 40% equity interest. The after-tax impact for amounts related to the Blue Point One 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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Unrealized net mark-to-market (gain) loss on natural gas derivatives

Natural gas is the largest and most volatile single component of the manufacturing cost for our nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations. In the three months ended June 30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $2 million. In the six months ended June 30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $5 million compared to a loss of $2 million in the six months ended June 30, 2025.

Loss (gain) on foreign currency transactions

In the three months ended June 30, 2026, we recognized a loss on foreign currency transactions of $2 million compared to a gain of $3 million in the three months ended June 30, 2025. In the six months ended June 30, 2026, we recognized a loss on foreign currency transactions of $5 million compared to a gain of $1 million in the six months ended June 30, 2025. Loss (gain) on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

Loss on sale of Ince facility

Yazoo City incident

In the first quarter of 2026, we recognized $25 million of insurance recoveries related to property damage incurred in connection with the Yazoo City incident, which are included in insurance recoveries—property damage in our consolidated statement of operations for the six months ended June 30, 2026. In addition, in the second quarter of 2026, we recognized $50 million of insurance recoveries related to business interruption, which are included in insurance recoveries—business interruption in our consolidated statements of operations for the three and six months ended June 30, 2026. See Note 6—Property, Plant and Equipment—Net for additional information.

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

Litigation settlement gain

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

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45Q Tax Credits

In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed. As a result, in the three and six months ended June 30, 2026, we earned 45Q Tax Credits of approximately $19 million and $43 million, respectively, which are recorded in other operating (income) expense—net in our consolidated statements of operations. See “Overview of CF Holdings—Our Strategy,” above, for additional information related to our clean energy initiatives.

Blue Point One joint venture development costs

In the three and six months ended June 30, 2026, the Blue Point One joint venture incurred development costs that were not eligible for capitalization of $7 million and $9 million, respectively, compared to $2 million in both the three and six months ended June 30, 2025. These development costs related to the construction of the low-carbon ammonia production facility at our Blue Point complex. See “Overview of CF Holdings—Our Strategy—Blue Point One joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point One joint venture.

Consolidated Results of Operations

The following table presents our consolidated results of operations for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,											Six Months Ended June 30,
	2026			2025			2026 v. 2025					2026			2025			2026 v. 2025
	(dollars in millions, except per share amounts)
Net sales	$	2,222		$	1,890		$	332		18	%	$	4,208		$	3,553		$	655		18	%
Cost of sales	1,077			1,135			(58)			(5)	%	2,317			2,226			91			4	%
Gross margin	1,145			755			390			52	%	1,891			1,327			564			43	%
Gross margin percentage	51.5		%	39.9		%	11.6		%			44.9		%	37.3		%	7.6		%
Selling, general and administrative expenses	89			101			(12)			(12)	%	192			185			7			4	%


U.K. operations restructuring	—			—			—			—	%	—			23			(23)			(100)	%
Asset impairment	23			—			23			N/M		23			—			23			N/M
Insurance recoveries—property damage	—			—			—			— %		(25)			—			(25)			N/M
Insurance recoveries—business interruption	(50)			—			(50)			N/M		(50)			—			(50)			N/M



Litigation settlement gain	—			—			—			—	%	(170)			—			(170)			N/M
Other operating (income) expense—net	(31)			8			(39)			N/M		(50)			22			(72)			N/M
Total other operating expense (income)—net	31			109			(78)			(72)	%	(80)			230			(310)			N/M

Equity in earnings of operating affiliate	7			2			5			250	%	13			6			7			117	%
Operating earnings	1,121			648			473			73	%	1,984			1,103			881			80	%
Interest expense	50			36			14			39	%	89			73			16			22	%
Interest income	(26)			(17)			(9)			(53)	%	(46)			(34)			(12)			(35)	%

Other non-operating expense (income)—net	4			(6)			10			N/M		4			(8)			12			N/M
Earnings before income taxes	1,093			635			458			72	%	1,937			1,072			865			81	%
Income tax provision	224			143			81			57	%	392			229			163			71	%

Net earnings	869			492			377			77	%	1,545			843			702			83	%
Less: Net earnings attributable to noncontrolling interests	142			106			36			34	%	203			145			58			40	%
Net earnings attributable to common stockholders	$	727		$	386		$	341		88	%	$	1,342		$	698		$	644		92	%
Diluted net earnings per share attributable to common stockholders	$	4.73		$	2.37		$	2.36		100	%	$	8.71		$	4.20		$	4.51		107	%
Diluted weighted-average common shares outstanding	153.9			163.1			(9.2)			(6)	%	154.2			165.9			(11.7)			(7)	%
Dividends declared per common share	$	0.50		$	0.50		$	—		—	%	$	1.00		$	1.00		$	—		—	%

___________________________________________________________________________

N/M—Not Meaningful

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The following table presents certain supplemental data for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,								Six Months Ended June 30,
	2026		2025		2026 v. 2025				2026		2025		2026 v. 2025
	(dollars in millions, except per share and per MMBtu amounts)

































Natural gas supplemental data (per MMBtu)
Natural gas costs in cost of sales(1)	$	3.37	$	3.36	$	0.01	—	%	$	4.22	$	3.53	$	0.69	20	%
Realized derivatives gain in cost of sales(2)	—		—		—		— %		(0.21)		(0.01)		(0.20)		N/M
Cost of natural gas used for production in cost of sales	$	3.37	$	3.36	$	0.01	—	%	$	4.01	$	3.52	$	0.49	14	%



Average daily market price of natural gas at the Henry Hub	$	2.93	$	3.16	$	(0.23)	(7)	%	$	3.91	$	3.71	$	0.20	5	%

Unrealized net mark-to-market (gain) loss on natural gas derivatives	$	(2)	$	—	$	(2)	N/M		$	(5)	$	2	$	(7)	N/M
Depreciation and amortization	$	215	$	232	$	(17)	(7)	%	$	443	$	453	$	(10)	(2)	%
Capital expenditures	$	271	$	245	$	26	11	%	$	494	$	377	$	117	31	%
Sales volume by product tons (000s)	4,252		5,021		(769)		(15)	%	8,935		10,025		(1,090)		(11)	%
Production volume by product tons (000s):
Ammonia(3)	2,397		2,557		(160)		(6)	%	4,854		5,174		(320)		(6)	%
Granular urea	1,270		1,182		88		7	%	2,421		2,292		129		6	%
UAN (32%)(4)	1,642		1,725		(83)		(5)	%	3,167		3,581		(414)		(12)	%
AN	135		341		(206)		(60)	%	240		663		(423)		(64)	%

___________________________________________________________________________

N/M—Not Meaningful

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

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

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

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

Second Quarter of 2026 Compared to Second Quarter of 2025

Net Sales

Our total net sales increased $332 million, or 18%, to $2.22 billion in the second quarter of 2026 compared to $1.89 billion in the second quarter of 2025, due to higher average selling prices partially offset by lower sales volume.

Our average selling price was $523 per ton in the second quarter of 2026 compared to $376 per ton in the second quarter of 2025. Average selling prices for all of our major products were higher in the second quarter of 2026 than in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further tightened by supply disruptions due to geopolitical events. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The impact of higher average selling prices was an increase in net sales of approximately $588 million for the second quarter of 2026 compared to the second quarter of 2025.

Our total sales volume was 4.3 million product tons in the second quarter of 2026 compared to 5.0 million product tons in the second quarter of 2025, as lower sales volume in our UAN, AN and Ammonia segments was partially offset by higher sales volume in our Other and Granular Urea segments. The impact of lower sales volume was a decrease in net sales of approximately $256 million.

Cost of Sales

Our total cost of sales decreased $58 million, or 5%, to $1.08 billion in the second quarter of 2026 from $1.14 billion in the second quarter of 2025. The decrease in our cost of sales primarily reflects a decrease in sales volume in the second quarter of 2026, which decreased cost of sales by $129 million, partially offset by higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our idled Yazoo City complex.

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Cost of sales averaged $253 per ton in the second quarter of 2026, a 12% increase compared to $226 per ton in the second quarter of 2025. Our cost of natural gas, including the impact of realized derivatives, was $3.37 per MMBtu in the second quarter of 2026 compared to $3.36 per MMBtu in the second quarter of 2025. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $12 million to $89 million in the second quarter of 2026 compared to $101 million in the second quarter of 2025. The decrease was due primarily to lower costs for certain corporate initiatives.

Asset Impairment

In the second quarter of 2026, we recognized an asset impairment charge of $23 million related to property, plant and equipment at our Yazoo City complex. See “Market Conditions and Current Developments—Yazoo City Incident,” above.

Insurance Recoveries

In the second quarter of 2026, we recognized income of $50 million related to business interruption insurance proceeds related to our Yazoo City complex. See “Market Conditions and Current Developments—Yazoo City Incident,” above.

Other Operating (Income) Expense—Net

Other operating (income) expense—net was $31 million of income in the second quarter of 2026 compared to $8 million of expense in the second quarter of 2025. The $31 million of income in the second quarter of 2026 consists primarily of $19 million of 45Q Tax Credits earned as a result of CO2 sequestered. The $8 million of expense in the second quarter of 2025 consists primarily of costs related to front-end engineering and design (FEED) studies for our clean energy initiatives. See “Overview of CF Holdings—Our Strategy,” above, for additional information related to our clean energy initiatives.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $7 million in the second quarter of 2026 compared to $2 million in the second quarter of 2025. Higher equity in earnings of operating affiliate in the second quarter of 2026 compared to the second quarter of 2025 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Interest Expense

Interest expense was $50 million in the second quarter of 2026 compared to $36 million in the second quarter of 2025. The increase of $14 million in interest expense was due primarily to higher interest on tax liabilities and higher outstanding principal amounts of senior notes outstanding compared to the second quarter of 2025, partially offset by higher capitalized interest. Higher outstanding principal amounts of senior notes outstanding reflects the November 2025 issuance of $1 billion aggregate principal amount of 5.300% senior notes due 2035 partially offset by the December 2025 prepayment in full of the outstanding $750 million aggregate principal amount of 4.500% senior secured notes due 2026. See “Liquidity and Capital Resources—Debt—Senior Notes,” below, for additional information on our senior notes.

Interest Income

Interest income was $26 million in the second quarter of 2026 compared to $17 million in the second quarter of 2025. The increase of $9 million in interest income was due primarily to interest accrued on income tax receivables and returns on higher average cash balances.

Income Tax Provision

For the second quarter of 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 second quarter of 2025. Our income tax provision for the second quarter of 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 by 3.4 percentage points.

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attributable to noncontrolling interests, would be 3.0 percentage points higher, or 23.5%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $142 million. Our effective tax rate for the second quarter of 2025 of 22.4%, which is based on pre-tax income of $635 million, including $106 million of earnings attributable to noncontrolling interests, would be 4.5 percentage points higher, or 26.9%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $106 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $36 million to $142 million in the second quarter of 2026 compared to $106 million in the second quarter of 2025 due primarily to higher earnings of CFN driven by higher average selling prices partially offset by lower sales volume. The increase in net earnings attributable to higher earnings of CFN was partially offset by the loss attributable to the noncontrolling interests in the Blue Point One joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point One joint venture,” above, Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information on the Blue Point One joint venture.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $2.36, or 100%, to $4.73 per share in the second quarter of 2026 from $2.37 per share in the second quarter of 2025. This increase was due to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase programs. Diluted weighted-average common shares outstanding declined 6% from 163.1 million shares for the second quarter of 2025 to 153.9 million shares for the second quarter of 2026.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net Sales

Our total net sales increased $655 million, or 18%, to $4.21 billion in the first six months of 2026 compared to $3.55 billion in the first six months of 2025, due to higher average selling prices partially offset by lower sales volume.

Our average selling price was $471 per ton in the first six months of 2026 compared to $354 per ton in the first six months of 2025. Average selling prices for all of our major products were higher in the first six months of 2026 than in the first six months of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further tightened by supply disruptions due to geopolitical events. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The impact of higher average selling prices was an increase in net sales of approximately $989 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Our total sales volume was 8.9 million product tons in the first six months of 2026 compared to 10.0 million product tons in the first six months of 2025, as lower sales volume in our UAN, AN and Ammonia segments was partially offset by higher sales volume in our Granular Urea and Other segments. The impact of lower sales volume was a decrease in net sales of approximately $334 million.

Cost of Sales

Our total cost of sales increased $91 million, or 4%, to $2.32 billion in the first six months of 2026 from $2.23 billion in the first six months of 2025. The increase in our cost of sales primarily reflects higher costs in the first six months of 2026 associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our idled Yazoo City complex, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $73 million, partially offset by a decrease in sales volume, which decreased cost of sales by $173 million.

Cost of sales also includes the impact of a $5 million unrealized net mark-to-market gain on natural gas derivatives in the first six months of 2026 compared to a $2 million loss in the first six months of 2025.

Cost of sales averaged $259 per ton in the first six months of 2026, a 17% increase compared to $222 per ton in the first six months of 2025. Our cost of natural gas, including the impact of realized derivatives, increased $0.49 per MMBtu, or 14%, to $4.01 per MMBtu in the first six months of 2026 from $3.52 per MMBtu in the first six months of 2025. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $7 million to $192 million in the first six months of 2026 compared to $185 million in the first six months of 2025. The increase was due primarily to higher costs related to certain corporate initiatives, including our clean energy initiatives.

U.K. Operations Restructuring

Asset Impairment

In the second quarter of 2026, we recognized an asset impairment charge of $23 million related to property, plant and equipment at our Yazoo City complex.

Insurance Recoveries

In the first six months of 2026, we recognized income of $75 million related to insurance proceeds for claims related to the incident at our Yazoo City complex, which consisted of $50 million related to business interruption and $25 million related to property damage.

Litigation Settlement Gain

In the first six months of 2026, we recognized a gain of approximately $170 million as a result of litigation settled during the first quarter of 2026. See “Items Affecting Comparability of Results—Litigation settlement gain,” above, for additional information.

Other Operating (Income) Expense—Net

Other operating (income) expense—net was $50 million of income in the first six months of 2026 compared to $22 million of expense in the first six months of 2025. The $50 million of income in the first six months of 2026 consists primarily of approximately $43 million of 45Q tax credits earned as a result of CO2 sequestered in the period. The $22 million of expense in the six months ended June 30, 2025 consists primarily of costs related to FEED studies for our clean energy initiatives. See “Overview of CF Holdings—Our Strategy,” above, for additional information related to our clean energy initiatives.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $13 million in the first six months of 2026 compared to $6 million in the first six months of 2025. Equity in earnings of operating affiliate in the first six months of 2026 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Interest Expense

Interest expense was $89 million in the first six months of 2026 compared to $73 million in the first six months of 2025. The increase in interest expense of $16 million in the first six months of 2026 compared to the first six months of 2025 was due primarily to higher interest on tax liabilities and higher outstanding principal amounts of senior notes outstanding compared to the first six months of 2025, partially offset by higher capitalized interest. Higher outstanding principal amounts of senior notes outstanding reflects the November 2025 issuance of $1 billion aggregate principal amount of 5.300% senior notes due 2035 partially offset by the December 2025 prepayment in full of the outstanding $750 million aggregate principal amount of 4.500% senior secured notes due 2026. See “Liquidity and Capital Resources—Debt—Senior Notes,” below, for additional information on our senior notes.

Interest Income

Interest income was $46 million in the first six months of 2026 compared to $34 million in the first six months of 2025. The increase in interest income of $12 million was due primarily to interest accrued on income tax receivables and returns on higher average cash balances.

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Income Tax Provision

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 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 by 2.0 percentage points.

Our effective tax rate is impacted by earnings attributable to noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to noncontrolling interests. Our effective tax rate for the 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 noncontrolling interests, would be 2.4 percentage points higher, or 22.6%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $203 million. 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 noncontrolling interests, would be 3.4 percentage points higher, or 24.7%, if based on pre-tax income exclusive of the earnings attributable to noncontrolling interests of $145 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $58 million to $203 million in the first six months of 2026 compared to $145 million in the first six months of 2025 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by the impact of lower sales volume and higher natural gas costs. The increase in net earnings attributable to higher earnings of CFN was partially offset by the loss attributable to the noncontrolling interests in the Blue Point One joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point One joint venture,” above, Note 12—Variable Interest Entity and Note 15—Noncontrolling Interests for additional information on the Blue Point One joint venture.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $4.51, or 107%, to $8.71 per share in the first six months of 2026 from $4.20 per share in the first six months of 2025. This increase was due to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase programs. Diluted weighted-average common shares outstanding declined 7% from 165.9 million shares for the six months ended June 30, 2025 to 154.2 million shares for the six months ended June 30, 2026.

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Operating Results by Business Segment

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



	Ammonia			Granular Urea(1)			UAN(1)			AN(1)			Other(1)			Consolidated
	(dollars in millions)
Three months ended June 30, 2026
Net sales	$	586		$	759		$	613		$	71		$	193		$	2,222
Cost of sales	357			282			263			75			100			1,077
Gross margin	$	229		$	477		$	350		$	(4)		$	93		$	1,145
Gross margin percentage	39.1		%	62.8		%	57.1		%	(5.6)		%	48.2		%	51.5		%
Three months ended June 30, 2025
Net sales	$	491		$	547		$	610		$	117		$	125		$	1,890
Cost of sales	355			268			340			92			80			1,135
Gross margin	$	136		$	279		$	270		$	25		$	45		$	755
Gross margin percentage	27.7		%	51.0		%	44.3		%	21.4		%	36.0		%	39.9		%
Six months ended June 30, 2026
Net sales	$	1,213		$	1,349		$	1,196		$	129		$	321		$	4,208
Cost of sales	757			617			596			144			203			2,317
Gross margin	$	456		$	732		$	600		$	(15)		$	118		$	1,891
Gross margin percentage	37.6		%	54.3		%	50.2		%	(11.6)		%	36.8		%	44.9		%
Six months ended June 30, 2025
Net sales	$	1,011		$	986		$	1,080		$	218		$	258		$	3,553
Cost of sales	689			534			668			177			158			2,226
Gross margin	$	322		$	452		$	412		$	41		$	100		$	1,327
Gross margin percentage	31.8		%	45.8		%	38.1		%	18.8		%	38.8		%	37.3		%

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

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Ammonia Segment

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

The following table presents summary operating data for our Ammonia segment:


	Three Months Ended June 30,											Six Months Ended June 30,
	2026			2025			2026 v. 2025					2026			2025			2026 v. 2025
	(dollars in millions, except per ton amounts)
Net sales	$	586		$	491		$	95		19	%	$	1,213		$	1,011		$	202		20	%
Cost of sales	357			355			2			1	%	757			689			68			10	%
Gross margin	$	229		$	136		$	93		68	%	$	456		$	322		$	134		42	%
Gross margin percentage	39.1		%	27.7		%	11.4		%			37.6		%	31.8		%	5.8		%
Sales volume by product tons (000s)	865			1,087			(222)			(20)	%	1,968			2,233			(265)			(12)	%
Sales volume by nutrient tons (000s)(1)	708			891			(183)			(21)	%	1,613			1,831			(218)			(12)	%
Average selling price per product ton	$	677		$	452		$	225		50	%	$	616		$	453		$	163		36	%
Average selling price per nutrient ton(1)	$	828		$	551		$	277		50	%	$	752		$	552		$	200		36	%
Gross margin per product ton	$	265		$	125		$	140		112	%	$	232		$	144		$	88		61	%
Gross margin per nutrient ton(1)	$	323		$	153		$	170		111	%	$	283		$	176		$	107		61	%
Depreciation and amortization	$	60		$	52		$	8		15	%	$	121		$	100		$	21		21	%
Unrealized net mark-to-market (gain) loss on natural gas derivatives	$	(1)		$	—		$	(1)		N/M		$	(2)		$	1		$	(3)		N/M

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N/M—Not Meaningful

(1)Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Second Quarter of 2026 Compared to Second Quarter of 2025

Net Sales. Net sales in our Ammonia segment increased by $95 million, or 19%, to $586 million in the second quarter of 2026 from $491 million in the second quarter of 2025. The increase in our net sales reflects a 50% increase in average selling prices, partially offset by a 20% decrease in sales volume. Average selling prices increased to $677 per ton in the second quarter of 2026 compared to $452 per ton in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further tightened by supply disruptions related to the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Ammonia sales volume in the second quarter of 2026 was 0.9 million tons, a decrease of 20% compared to 1.1 million tons in the second quarter of 2025. The decrease in sales volume was due primarily to lower customer demand for ammonia utilized in their production of phosphate fertilizers and lower supply availability as a result of higher plant turnaround activity in the second quarter of 2026 compared to the second quarter of 2025.

Cost of Sales. Cost of sales in our Ammonia segment averaged $412 per ton in the second quarter of 2026, a 26% increase from $327 per ton in the second quarter of 2025. The increase was due primarily to higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, higher realized natural gas costs, including the impact of realized derivatives, as well as a higher cost per ton for purchased product in the second quarter of 2026 compared to the second quarter of 2025.

Gross Margin. Gross margin in our Ammonia segment increased by $93 million, or 68%, to $229 million in the second quarter of 2026 from $136 million in the second quarter of 2025, and our gross margin percentage was 39.1% in the second quarter of 2026 compared to 27.7% in the second quarter of 2025. The increase in gross margin was due primarily to a 50% increase in average selling prices, which increased gross margin by $192 million. The increase in gross margin due to higher average selling prices was partially offset by a 20% decrease in sales volume, which decreased gross margin by $46 million, a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $39 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $15 million. Gross

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margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the second quarter of 2026.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net Sales. Net sales in our Ammonia segment increased by $202 million, or 20%, to $1.21 billion in the six months ended June 30, 2026 from $1.01 billion in the six months ended June 30, 2025. The increase in our net sales reflects a 36% increase in average selling prices, partially offset by a 12% decrease in sales volume. Average selling prices increased to $616 per ton in the six months ended June 30, 2026 compared to $453 per ton in the six months ended June 30, 2025 due primarily to a tighter global nitrogen supply and demand balance that was further tightened by supply disruptions related to the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Ammonia sales volume in the six months ended June 30, 2026 was 2.0 million tons, a decrease of 12% compared to 2.2 million tons in the six months ended June 30, 2025. The decrease in sales volume was due primarily to lower customer demand for ammonia utilized in their production of phosphate fertilizers and lower supply availability as a result of higher plant turnaround activity in the first six months of 2026 compared to the first six months of 2025.

Cost of Sales. Cost of sales in our Ammonia segment averaged $384 per ton in the six months ended June 30, 2026, a 24% increase from $309 per ton in the six months ended June 30, 2025. The increase was due primarily to higher costs for maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, higher realized natural gas costs, including the impact of realized derivatives, and a higher cost per ton for purchased product in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Gross Margin. Gross margin in our Ammonia segment increased by $134 million, or 42%, to $456 million in the six months ended June 30, 2026 from $322 million in the six months ended June 30, 2025, and our gross margin percentage was 37.6% in the six months ended June 30, 2026 compared to 31.8% in the six months ended June 30, 2025. The increase in gross margin was due primarily to a 36% increase in average selling prices, which increased gross margin by $331 million. This increase in gross margin was partially offset by the impact of a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $91 million, a 12% decrease in sales volume, which decreased gross margin by $62 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $47 million. Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2026 compared to a $1 million loss in the six months ended June 30, 2025.

Granular Urea Segment

Our Granular Urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Donaldsonville, Port Neal and Medicine Hat complexes.

The following table presents summary operating data for our Granular Urea segment:


	Three Months Ended June 30,											Six Months Ended June 30,
	2026			2025			2026 v. 2025					2026			2025			2026 v. 2025
	(dollars in millions, except per ton amounts)
Net sales	$	759		$	547		$	212		39	%	$	1,349		$	986		$	363		37	%
Cost of sales	282			268			14			5	%	617			534			83			16	%
Gross margin	$	477		$	279		$	198		71	%	$	732		$	452		$	280		62	%
Gross margin percentage	62.8		%	51.0		%	11.8		%			54.3		%	45.8		%	8.5		%
Sales volume by product tons (000s)	1,280			1,188			92			8	%	2,571			2,313			258			11	%
Sales volume by nutrient tons (000s)(1)	589			548			41			7	%	1,183			1,065			118			11	%
Average selling price per product ton	$	593		$	460		$	133		29	%	$	525		$	426		$	99		23	%
Average selling price per nutrient ton(1)	$	1,289		$	998		$	291		29	%	$	1,140		$	926		$	214		23	%
Gross margin per product ton	$	373		$	235		$	138		59	%	$	285		$	195		$	90		46	%
Gross margin per nutrient ton(1)	$	810		$	509		$	301		59	%	$	619		$	424		$	195		46	%
Depreciation and amortization	$	75		$	72		$	3		4	%	$	151		$	143		$	8		6	%
Unrealized net mark-to-market gain on natural gas derivatives	$	(1)		$	—		$	(1)		N/M		$	(2)		$	—		$	(2)		N/M

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N/M—Not Meaningful

(1)Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Second Quarter of 2026 Compared to Second Quarter of 2025

Net Sales. Net sales in our Granular Urea segment increased $212 million, or 39%, to $759 million in the second quarter of 2026 from $547 million in the second quarter of 2025. The increase in our net sales reflects a 29% increase in average selling prices and an 8% increase in sales volume. Average selling prices increased to $593 per ton in the second quarter of 2026 compared to $460 per ton in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further tightened by supply disruptions related to the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The increase in sales volume was due primarily to a production mix that favored granular urea production in the second quarter of 2026 compared to the second quarter of 2025.

Cost of Sales. Cost of sales in our Granular Urea segment averaged $220 per ton in the second quarter of 2026, a 2% decrease from $225 per ton in the second quarter of 2025. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher freight and distribution costs in the second quarter of 2026 compared to the second quarter of 2025.

Gross Margin. Gross margin in our Granular Urea segment increased by $198 million, or 71%, to $477 million in the second quarter of 2026 from $279 million in the second quarter of 2025, and our gross margin percentage was 62.8% in the second quarter of 2026 compared to 51.0% in the second quarter of 2025. The increase in gross margin was due primarily to a 29% increase in average selling prices, which increased gross margin by $172 million, and an 8% increase in sales volume, which increased gross margin by $21 million, and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $11 million. These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $7 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the second quarter of 2026.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net Sales. Net sales in our Granular Urea segment increased $363 million, or 37%, to $1.35 billion in the six months ended June 30, 2026 from $986 million in the six months ended June 30, 2025 due primarily to a 23% increase in average selling prices and an 11% increase in sales volume. Average selling prices increased to $525 per ton in the six months ended June 30, 2026 compared to $426 per ton in the six months ended June 30, 2025 due primarily to a tighter global nitrogen supply and demand balance that was further tightened by supply disruptions related to the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The increase in sales volume was due primarily to higher beginning inventory entering 2026 compared to the prior year period and a production mix that favored granular urea production in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Cost of Sales. Cost of sales in our Granular Urea segment averaged $240 per ton in the six months ended June 30, 2026, a 4% increase from $231 per ton in the six months ended June 30, 2025. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, higher freight and distribution costs, and higher costs for maintenance activity in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Gross Margin. Gross margin in our Granular Urea segment increased by $280 million, or 62%, to $732 million in the six months ended June 30, 2026 from $452 million in the six months ended June 30, 2025, and our gross margin percentage was 54.3% in the six months ended June 30, 2026 compared to 45.8% in the six months ended June 30, 2025. The increase in gross margin was due primarily to a 23% increase in average selling prices, which increased gross margin by $257 million, and an 11% increase in sales volume, which increased gross margin by $48 million. These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $17 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $10 million. Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2026.

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UAN Segment

Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward, and Yazoo City complexes.

The following table presents summary operating data for our UAN segment:


	Three Months Ended June 30,											Six Months Ended June 30,
	2026			2025			2026 v. 2025					2026			2025			2026 v. 2025
	(dollars in millions, except per ton amounts)
Net sales	$	613		$	610		$	3		—	%	$	1,196		$	1,080		$	116		11	%
Cost of sales	263			340			(77)			(23)	%	596			668			(72)			(11)	%
Gross margin	$	350		$	270		$	80		30	%	$	600		$	412		$	188		46	%
Gross margin percentage	57.1		%	44.3		%	12.8		%			50.2		%	38.1		%	12.1		%
Sales volume by product tons (000s)	1,391			1,902			(511)			(27)	%	3,062			3,777			(715)			(19)	%
Sales volume by nutrient tons (000s)(1)	440			602			(162)			(27)	%	966			1,195			(229)			(19)	%
Average selling price per product ton	$	441		$	321		$	120		37	%	$	391		$	286		$	105		37	%
Average selling price per nutrient ton(1)	$	1,393		$	1,013		$	380		38	%	$	1,238		$	904		$	334		37	%
Gross margin per product ton	$	252		$	142		$	110		77	%	$	196		$	109		$	87		80	%
Gross margin per nutrient ton(1)	$	795		$	449		$	346		77	%	$	621		$	345		$	276		80	%
Depreciation and amortization	$	53		$	72		$	(19)		(26)	%	$	117		$	145		$	(28)		(19)	%
Unrealized net mark-to-market (gain) loss on natural gas derivatives	$	—		$	—		$	—		—	%	$	(1)		$	1		$	(2)		N/M

_______________________________________________________________________________

N/M—Not Meaningful

(1)UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the tons of nitrogen within the product tons.

Second Quarter of 2026 Compared to Second Quarter of 2025

Net Sales. Net sales in our UAN segment increased $3 million to $613 million in the second quarter of 2026 from $610 million in the second quarter of 2025 due primarily to a 37% increase in average selling prices, partially offset by a 27% decrease in sales volume. Average selling prices increased to $441 per ton in the second quarter of 2026 compared to $321 per ton in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance further tightened by global supply constraints, including the impacts of geopolitical events. The decrease in sales volume was due primarily to lower global demand. See “Market Conditions and Current Developments—Geopolitical Environment,” above, for further information.

Cost of Sales. Cost of sales in our UAN segment averaged $189 per ton in the second quarter of 2026, a 6% increase from $179 per ton in the second quarter of 2025, due primarily to higher freight and distribution costs in the second quarter of 2026 compared to the second quarter of 2025.

Gross Margin. Gross margin in our UAN segment increased by $80 million, or 30%, to $350 million in the second quarter of 2026 from $270 million in the second quarter of 2025, and our gross margin percentage was 57.1% in the second quarter of 2026 compared to 44.3% in the second quarter of 2025. The increase in gross margin was due primarily to a 37% increase in average selling prices, which increased gross margin by $169 million, a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $5 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $2 million. These factors that increased gross margin were partially offset by a 27% decrease in sales volume, which decreased gross margin by $96 million.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net Sales. Net sales in our UAN segment increased $116 million, or 11%, to $1.20 billion in the six months ended June 30, 2026 from $1.08 billion in the six months ended June 30, 2025 due primarily to a 37% increase in average selling prices, partially offset by a 19% decrease in sales volume. Average selling prices increased to $391 per ton in the six months ended June 30, 2026 compared to $286 per ton in the six months ended June 30, 2025 due primarily to a tighter global nitrogen supply and demand balance further tightened by global supply constraints, including the impacts of geopolitical events. The decrease in

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sales volume was due primarily to lower global demand. See “Market Conditions and Current Developments—Geopolitical Environment,” above, for further information. The decrease in sales volume also reflects a production mix that favored granular urea production in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Cost of Sales. Cost of sales in our UAN segment averaged $195 per ton in the six months ended June 30, 2026, a 10% increase from $177 per ton in the six months ended June 30, 2025, due primarily to higher freight and distribution costs and higher realized natural gas costs, including the impact of realized derivatives, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Gross Margin. Gross margin in our UAN segment increased by $188 million, or 46%, to $600 million in the six months ended June 30, 2026 from $412 million in the six months ended June 30, 2025, and our gross margin percentage was 50.2% in the six months ended June 30, 2026 compared to 38.1% in the six months ended June 30, 2025. The increase in gross margin was due primarily to a 37% increase in average selling prices, which increased gross margin by $330 million. The increase in average selling prices was partially offset by a 19% decrease in sales volume, which decreased gross margin by $116 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $14 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $14 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2026 compared to a $1 million loss in the six months ended June 30, 2025.

AN Segment

Our AN segment produces ammonium nitrate (AN). AN, which has a nitrogen content between 29% and 35%, is produced by combining anhydrous ammonia and nitric acid. AN is used as nitrogen fertilizer and is also used extensively by the commercial explosives industry as a component of explosives. AN is produced at our Yazoo City and Billingham complexes.

The following table presents summary operating data for our AN segment:


	Three Months Ended June 30,											Six Months Ended June 30,
	2026			2025			2026 v. 2025					2026			2025			2026 v. 2025
	(dollars in millions, except per ton amounts)
Net sales	$	71		$	117		$	(46)		(39)	%	$	129		$	218		$	(89)		(41)	%
Cost of sales	75			92			(17)			(18)	%	144			177			(33)			(19)	%
Gross margin	$	(4)		$	25		$	(29)		N/M		$	(15)		$	41		$	(56)		N/M
Gross margin percentage	(5.6)		%	21.4		%	(27.0)		%			(11.6)		%	18.8		%	(30.4)		%
Sales volume by product tons (000s)	129			378			(249)			(66)	%	259			706			(447)			(63)	%
Sales volume by nutrient tons (000s)(1)	44			130			(86)			(66)	%	89			243			(154)			(63)	%
Average selling price per product ton	$	550		$	310		$	240		77	%	$	498		$	309		$	189		61	%
Average selling price per nutrient ton(1)	$	1,614		$	900		$	714		79	%	$	1,449		$	897		$	552		62	%
Gross margin per product ton	$	(31)		$	66		$	(97)		N/M		$	(58)		$	58		$	(116)		N/M
Gross margin per nutrient ton(1)	$	(91)		$	192		$	(283)		N/M		$	(169)		$	169		$	(338)		N/M
Depreciation and amortization	$	3		$	10		$	(7)		(70)	%	$	6		$	18		$	(12)		(67)	%
Unrealized net mark-to-market (gain) loss on natural gas derivatives	$	—		$	—		$	—		—	%	$	—		$	—		$	—		—	%

_______________________________________________________________________________

N/M—Not Meaningful

(1)AN represents between 29% and 35% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Yazoo City Incident

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant and expects production to resume in the first half of 2027 based on time required for fabrication and delivery of certain required equipment. See “Market Conditions and Current Developments—Yazoo City Incident,” above, for additional information. The Yazoo City incident does not impact AN production at our Billingham complex.

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Second Quarter of 2026 Compared to Second Quarter of 2025

Net Sales. Net sales in our AN segment decreased $46 million, or 39%, to $71 million in the second quarter of 2026 from $117 million in the second quarter of 2025 due to a 66% decrease in sales volume, partially offset by a 77% increase in average selling prices. The decrease in sales volume was due primarily to lower supply availability due to lower production in the second quarter of 2026 as a result of the idled Yazoo City plant described above. Average selling prices increased to $550 per ton in the second quarter of 2026 compared to $310 per ton in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further impacted by geopolitical events as well as a higher proportion of AN sales in the United Kingdom compared to the second quarter of 2025. See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Cost of Sales. Cost of sales in our AN segment averaged $581 per ton in the second quarter of 2026, a 138% increase from $244 per ton in the second quarter of 2025. The increase was due primarily to (i) a higher proportion of AN sales in the United Kingdom compared to the second quarter of 2025, which include a higher cost per ton due to purchasing ammonia for upgrade to AN compared to the cost of natural gas used to produce ammonia, (ii) a higher price per ton for ammonia purchased for upgrade to AN, and (iii) higher costs associated with maintenance activity, including certain unabsorbed fixed costs resulting from our idled Yazoo City plant, in the second quarter of 2026 compared to the second quarter of 2025.

Gross Margin. Gross margin in our AN segment decreased $29 million to $(4) million in the second quarter of 2026 from $25 million in the second quarter of 2025, and our gross margin percentage was (5.6)% in the second quarter of 2026 compared to 21.4% in the second quarter of 2025. The decrease in gross margin was due primarily to a 66% decrease in sales volume, which decreased gross margin by $26 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $22 million. These factors that decreased gross margin were partially offset by a 77% increase in average selling prices, which increased gross margin by $19 million.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net Sales. Net sales in our AN segment decreased $89 million, or 41%, to $129 million in the six months ended June 30, 2026 from $218 million in the six months ended June 30, 2025 due to a 63% decrease in sales volume, partially offset by a 61% increase in average selling prices. Sales volume was lower due primarily to lower supply availability due to the idled Yazoo City plant described above. Average selling prices increased to $498 per ton in the six months ended June 30, 2026 compared to $309 per ton in the six months ended June 30, 2025 due primarily to a tighter global nitrogen supply and demand balance that was further impacted by geopolitical events as well as a higher proportion of AN sales in the United Kingdom compared to the six months ended June 30, 2025. See “Market Conditions and Current Developments—Geopolitical Environment,” above.

Cost of Sales. Cost of sales in our AN segment averaged $556 per ton in the six months ended June 30, 2026, a 122% increase from $251 per ton in the six months ended June 30, 2025. The increase was due primarily to (i) a higher proportion of AN sales in the United Kingdom compared to the six months ended June 30, 2025, which include a higher cost per ton due to purchasing ammonia for upgrade to AN compared to the cost of natural gas used to produce ammonia, (ii) a higher price per ton for ammonia purchased for upgrade to AN, and (iii) higher costs associated with maintenance activity, including certain unabsorbed fixed costs resulting from our idled Yazoo City plant, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Gross Margin. Gross margin in our AN segment decreased $56 million to $(15) million in the six months ended June 30, 2026 from $41 million in the six months ended June 30, 2025, and our gross margin percentage was (11.6)% in the six months ended June 30, 2026 compared to 18.8% in the six months ended June 30, 2025. The decrease in gross margin was due primarily to a 63% decrease in sales volume, which reduced gross margin by $44 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $41 million. These factors that decreased gross margin were partially offset by a 61% increase in average selling prices, which increased gross margin by $29 million.

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Other Segment

Our Other segment primarily includes the following products:

•diesel exhaust fluid (DEF), an aqueous urea solution typically made with 32.5% or 50% high-purity urea and the remainder deionized water;

•urea liquor, a liquid product that we sell in concentrations of 40%, 50% and 70% high-purity urea as a chemical intermediate; and

•nitric acid, a nitrogen-based mineral acid that is used in the production of nitrate-based fertilizers, nylon precursors and other specialty chemicals.

The following table presents summary operating data for our Other segment:


	Three Months Ended June 30,											Six Months Ended June 30,
	2026			2025			2026 v. 2025					2026			2025			2026 v. 2025
	(dollars in millions, except per ton amounts)
Net sales	$	193		$	125		$	68		54	%	$	321		$	258		$	63		24	%
Cost of sales	100			80			20			25	%	203			158			45			28	%
Gross margin	$	93		$	45		$	48		107	%	$	118		$	100		$	18		18	%
Gross margin percentage	48.2		%	36.0		%	12.2		%			36.8		%	38.8		%	(2.0)		%
Sales volume by product tons (000s)	587			466			121			26	%	1,075			996			79			8	%
Sales volume by nutrient tons (000s)(1)	117			94			23			24	%	213			200			13			7	%
Average selling price per product ton	$	329		$	268		$	61		23	%	$	299		$	259		$	40		15	%
Average selling price per nutrient ton(1)	$	1,650		$	1,330		$	320		24	%	$	1,507		$	1,290		$	217		17	%
Gross margin per product ton	$	158		$	97		$	61		63	%	$	110		$	100		$	10		10	%
Gross margin per nutrient ton(1)	$	795		$	479		$	316		66	%	$	554		$	500		$	54		11	%
Depreciation and amortization	$	16		$	17		$	(1)		(6)	%	$	32		$	30		$	2		7	%
Unrealized net mark-to-market (gain) loss on natural gas derivatives	$	—		$	—		$	—		—	%	$	—		$	—		$	—		—	%

_______________________________________________________________________________

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

Second Quarter of 2026 Compared to Second Quarter of 2025

Net Sales. Net sales in our Other segment increased by $68 million, or 54%, to $193 million in the second quarter of 2026 from $125 million in the second quarter of 2025 due to a 26% increase in sales volume and a 23% increase in average selling prices. The increase in sales volume primarily reflected higher DEF and nitric acid shipments. Average selling prices increased by 23% due primarily to a tighter global nitrogen supply and demand balance.

Cost of Sales. Cost of sales in our Other segment averaged $171 per ton in both the second quarter of 2026 and the second quarter of 2025.

Gross Margin. Gross margin in our Other segment increased by $48 million, or 107%, to $93 million in the second quarter of 2026 from $45 million in the second quarter of 2025, and our gross margin percentage was 48.2% in the second quarter of 2026 compared to 36.0% in the second quarter of 2025. The increase in gross margin was due primarily to a 23% increase in average selling prices, which increased gross margin by $36 million, a 26% increase in sales volume, which increased gross margin by $20 million, and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $2 million. These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs which decreased gross margin by $10 million.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net Sales. Net sales in our Other segment increased by $63 million, or 24%, to $321 million in the six months ended June 30, 2026 from $258 million in the six months ended June 30, 2025 due to a 15% increase in average selling prices and an 8% increase in sales volume. Average selling prices increased by 15% due primarily to a tighter global nitrogen supply and demand balance. The increase in sales volume primarily reflected higher DEF and nitric acid shipments.

Cost of Sales. Cost of sales in our Other segment averaged $189 per ton in the six months ended June 30, 2026, a 19% increase from $159 per ton in the six months ended June 30, 2025, due primarily to higher costs associated with maintenance

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activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our idled Yazoo City complex, in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. See “AN Segment—Yazoo City Incident,” above, for additional information.

Gross Margin. Gross margin in our Other segment increased by $18 million, or 18%, to $118 million in the six months ended June 30, 2026 from $100 million in the six months ended June 30, 2025, and our gross margin percentage was 36.8% in the six months ended June 30, 2026 compared to 38.8% in the six months ended June 30, 2025. The increase in gross margin was due primarily to a 15% increase in average selling prices, which increased gross margin by $42 million, and an 8% increase in sales volume, which increased gross margin by $13 million. These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $35 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $2 million.

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, dividends, and our clean energy initiatives. Our working capital requirements are affected by several factors, including demand for our products, selling prices, the level of customer advances, raw material costs, freight costs and seasonal factors inherent in the business. We may also utilize our cash to fund acquisitions. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement. As of June 30, 2026, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

On July 8, 2026, our Board of Directors (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.

As of June 30, 2026, our cash and cash equivalents balance was $2.48 billion, an increase of $498 million from $1.98 billion at December 31, 2025, and consisted of the following:


	June 30, 2026		December 31, 2025
	(in millions)
Cash and cash equivalents, excluding amounts related to Blue Point Number One, LLC	$	2,139	$	1,852
Cash and cash equivalents—Blue Point Number One, LLC	341		130
Total cash and cash equivalents	$	2,480	$	1,982

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Blue Point One Joint Venture

On April 8, 2025, we formed the Blue Point One joint venture with JERA and Mitsui to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana. We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point One joint venture.

The Blue Point One joint venture is constructing an ATR ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. 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

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is expected to begin in 2029. See Note 19—Subsequent Events, for information on a permitting matter related to the Blue Point complex.

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. The following table presents capital expenditures of the Blue Point One joint venture:


			Blue Point One
			(in millions)




Capital expenditures in 2026:
First quarter			$	65
Second quarter			78
Total capital expenditures in 2026			$	143


Capital expenditures project to date—June 30, 2026	$	450

Pursuant to periodic capital calls, the Blue Point One joint venture members fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. The following table presents capital contributions made by us and our Blue Point One joint venture partners, JERA and Mitsui:


	CF Holdings(1)(2)		JERA and Mitsui		Total
	(in millions)
Capital contributions in 2025:
Second quarter	$	157	$	235	$	392
Third quarter	38		56		94
Total capital contributions in 2025	195		291		486
Capital contributions in 2026:
First quarter	78		117		195
Second quarter	78		116		194
Total capital contributions in 2026	156		233		389
Capital contributions project to date—June 30, 2026	$	351	$	524	$	875

_____________________________________________________________________________

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

(2)For the second quarter of 2025, our contributions included a $43 million non-cash contribution of an intellectual property license.

In addition, we plan to invest approximately $550 million to build the Common Facilities at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading. The Common Facilities will be constructed with a similar timeline as the ammonia production facility noted above.

See “Overview of CF Holdings—Our Strategy—Blue Point One joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point One joint venture.

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Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy. Capital expenditures totaled $494 million in the first six months of 2026 compared to $377 million in the first six months of 2025.


	June 30, 2026		June 30, 2025
	(in millions)
Existing operations	$	278	$	281
Blue Point One joint venture(1)	143		90
Blue Point complex Common Facilities	59		—
Capitalized interest	14		6
Total capital expenditures	$	494	$	377

_______________________________________________________________________________

(1)Amounts represent 100% of the Blue Point One joint venture capital spending, of which 60% is funded by our joint venture partners through capital contributions to the joint venture. See “Overview of CF Holdings—Our Strategy—Blue Point One joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point One joint venture.

The Blue Point One joint venture is consolidated in our financial statements, including our statements of cash flows. We currently anticipate that our consolidated capital expenditures for the full year 2026 to be approximately $1.3 billion, consisting of approximately $550 million for our existing operations and approximately $600 million representing the Blue Point One joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex. Also, we anticipate our 2026 capital spending will include approximately $150 million related to our construction of the Common Facilities at the Blue Point complex.

Of the Blue Point One joint venture’s $600 million of planned 2026 capital expenditures, approximately $240 million will be funded by us, representing our 40% equity interest in the Blue Point One joint venture, and approximately $360 million will be funded by our partners in the joint venture, representing their combined 60% equity interest in the Blue Point One joint venture.

For 2026, we anticipate that our capital expenditures will be funded primarily from available cash, including cash from operations, in addition to contributions received from our Blue Point One joint venture partners pursuant to periodic capital calls as discussed under “Blue Point One Joint Venture,” above.

Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties. Any of these changes in planned capital expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows. See “Forward-Looking Statements,” below, for additional risks related to our planned capital expenditures.

Yazoo City Incident

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 half of 2026, we filed insurance claims for both property damage and business interruption related to the Yazoo City incident. In the second quarter of 2026, we received initial proceeds of $75 million. We continue to work with the insurance carriers to determine the total value of the claims and expect to receive insurance proceeds over the rebuilding period of the Yazoo City plant.

Our projected consolidated capital expenditures for the full year 2026 related to our existing operations of $550 million, as noted under Capital Spending, above, does not include an estimate of the capital expenditures for the rebuild of our Yazoo City plant. We expect a significant portion of these capital expenditures will be offset by property insurance proceeds. Based on time required for fabrication and delivery of certain required equipment, we expect production at our Yazoo City complex will resume in the first half of 2027.

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Share Repurchase Programs

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.

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, 2025, we repurchased approximately 8.2 million shares under the 2022 Share Repurchase Program for $636 million.

Canada Revenue Agency Competent Authority Matter

For tax years after 2011, certain of our Canadian subsidiaries were accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities in connection with transfer pricing matters. In order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, we made income tax deposits to the Canadian taxing authorities of CAD $268 million (approximately $194 million) during the first half of 2026. The income tax deposits were recorded as noncurrent income tax-related assets and will be applied against the final assessments upon resolution by the competent authorities. For the amounts ultimately owed and paid to the Canadian taxing authorities, the Company will seek refunds of related taxes paid in the United States.

Debt

Revolving Credit Agreement

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

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will depend on CF Holdings’ credit rating at the time. The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant.

Letters of Credit Under Reimbursement Agreement

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

_______________________________________________________________________________

Pursuant to Rule 3-10 of Regulation S-X and Rule 12h-5 of the Exchange Act, subsidiary issuers of obligations guaranteed by their parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into such parent company’s consolidated financial statements, such related guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. CF Holdings owns substantially all of its assets and conducts substantially all of its operations through CF Industries, and CF Industries is consolidated into CF Holdings’ financial statements. Our Public Senior Notes either meet the conditions of this requirement or are otherwise not required to be presented. Accordingly, separate consolidated financial statements of CF Industries have not been presented.

Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, summarized financial information for CF Industries has been excluded because the assets, liabilities and results of operations of CF Industries are not materially different than the corresponding amounts in CF Holdings’ consolidated financial statements, and because management believes such summarized financial information would not be material for investors.

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Forward Sales and Customer Advances

We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.

Customer advances, which typically represent a portion of the contract’s value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time control transfers to the customer, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of June 30, 2026 and December 31, 2025, we had $11 million and $77 million, respectively, in customer advances on our consolidated balance sheets.

While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors, including current market conditions, our customers’ outlook of future market fundamentals and seasonality. For example, during periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Additionally, borrowing under the Revolving Credit Agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.

Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. As of June 30, 2026, our open natural gas derivative contracts consisted of natural gas basis swaps for 15.6 million MMBtus of natural gas. As of December 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 13.5 million MMBtus of natural gas.

Defined Benefit Pension Plans

In the fourth quarter of 2025, pursuant to the implementation of our retirement plan strategy for our Canadian and U.K. pension plans, we entered into agreements with insurance companies to purchase non-participating group buy-in annuity contracts (buy-in contracts), and for one of our Canadian plans, a non-participating group buy-out annuity contract that transferred the majority of the plan’s projected benefit obligation to the insurance company. While the buy-in contracts did not transfer the projected benefit obligations to the insurance companies, they were structured to align with the projected benefits for each of the plans and are held as pension trust assets. As a result of these transactions, we do not expect to have significant required contributions for our Canadian or U.K. pension plans.

As a result of the planned windup of our U.S. pension plan with an effective termination date of December 31, 2025, we expected to contribute approximately $9 million to this plan in 2026, representing the estimated plan termination liability. In July 2026, we settled substantially all obligations under the U.S. pension plan through a combination of lump sum payments and the purchase of a non-participating group buy-out annuity contract, both of which were funded with plan assets. In connection with the settlement, we made a cash contribution of $6 million to the U.S. pension plan in order to satisfy the remaining plan liabilities including the cost to purchase the annuity contract and distribute the lump sum payments.

Distributions to Noncontrolling Interest in CFN

On January 30, 2026, CFN distributed $201 million to CHS for the distribution period ended December 31, 2025. 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.

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Cash Flows

Net cash provided by operating activities during the first six months of 2026 was $1.37 billion, an increase of $225 million, compared to $1.15 billion in the first six months of 2025. The increase in cash flow from operations was due primarily to an increase in gross margin, driven by higher average selling prices, partially offset by lower sales volume and higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our idled Yazoo City complex. The increase in cash flow from operations also includes $170 million of litigation settlement proceeds and $50 million of insurance proceeds received for business interruption related to our idled Yazoo City complex. The factors increasing cash flows from operations were partially offset by cash used for changes in working capital, including cash used to fund income taxes, accounts payable and accrued expenses, and accounts receivable. In addition, net cash provided by operating activities includes income tax deposits made to Canadian taxing authorities during the first half of 2026 of approximately $194 million.

Net cash used in investing activities was $474 million in the first six months of 2026 compared to $368 million in the first six months of 2025. Capital expenditures totaled $494 million during the first six months of 2026 compared to $377 million in the first six months of 2025. Our capital expenditures for the first six months of 2026 included $143 million related to the Blue Point One joint venture and $59 million related to the Blue Point complex Common Facilities. These factors increasing cash used in investing activities were partially offset by $25 million of insurance proceeds received for property damage related to the November 2025 incident at our Yazoo City complex.

Net cash used in financing activities was $385 million in the first six months of 2026 compared to $733 million in the first six months of 2025. The decrease in net cash used in financing activities was due primarily to lower share repurchases and a decrease in dividends paid on common stock. In the first six months of 2026, we paid $253 million for share repurchases compared to $660 million in the first six months of 2025. In the first six months of 2026, dividends paid on common stock were $155 million compared to $167 million in the first six months of 2025 due to lower shares outstanding as a result of common shares repurchased under our share repurchase programs. These factors that resulted in lower cash used in financing activities were partially offset by higher distributions to noncontrolling interests.

Critical Accounting Estimates

During the first six months of 2026, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Recent Accounting Pronouncements

See Note 2—New Accounting Standards for a discussion of recently issued accounting pronouncements not yet adopted.

Forward-Looking Statements

From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our prospects, future developments and business strategies. We use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this document.

Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026. Such factors include, among others:

•our ability to complete the projects at our Blue Point complex, including the construction of a low-carbon ammonia production facility with our joint venture partners and scalable infrastructure on schedule and on budget or at all;

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•our ability to fund the capital expenditure needs related to the joint venture at our Blue Point complex, which may exceed our current estimates;

•the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results;

•the global commodity nature of our nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers;

•announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for our capital projects and maintenance;

•conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;

•the volatility of natural gas prices in North America and globally;

•weather conditions and the impact of adverse weather events;

•the seasonality of the fertilizer business;

•the impact of changing market conditions on our forward sales programs;

•difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery;

•reliance on third party providers of transportation services and equipment, including those related to carbon dioxide sequestration;

•our reliance on a limited number of key facilities;

•risks associated with cybersecurity;

•acts of terrorism and regulations to combat terrorism;

•the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;

•risks associated with international operations;

•our ability to manage our indebtedness and any additional indebtedness that may be incurred;

•risks associated with changes in tax laws and adverse determinations by taxing authorities, including any potential changes in tax regulations and our qualification for tax credits;

•risks involving derivatives and the effectiveness of our risk management and hedging activities;

•potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;

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

•the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects;

•risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required; and

•failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for information on our market risk exposure due to changes in commodity prices, interest rates and foreign currency exchange rates, and our utilization of natural gas derivatives and an analysis of the sensitivity of these derivatives. As of June 30, 2026, we had open natural gas derivative contracts for 15.6 million MMBtus covering certain periods through March 2027.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended June 30, 2026.


	Issuer Purchases of Equity Securities
Period	Total number of shares (or units) purchased		Average price paid per share (or unit)(1)		Total number of shares (or units) purchased as part of publicly announced plans or programs(2)	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands)(2)
April 1, 2026 - April 30, 2026	1,425	(3)	$	124.72	—	$	1,706,845
May 1, 2026 - May 31, 2026	698,150	(4)	121.34		697,910	1,622,159
June 1, 2026 - June 30, 2026	1,336,264		108.51		1,336,264	1,477,160
Total	2,035,839		$	112.92	2,034,174

_______________________________________________________________________________

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

(2)On May 6, 2025, we announced that our Board of Directors authorized the repurchase of up to $2 billion of CF Holdings common stock effective through December 31, 2029. This share repurchase program is discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs in Part I of this Quarterly Report on Form 10-Q and in Note 16—Stockholders’ Equity, in the Notes to Unaudited Consolidated Financial Statements included in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q.

(3)Amount represents shares withheld to pay employee tax obligations upon the lapse of restrictions on both restricted stock units and performance restricted stock units.

(4)Includes 240 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

ITEM 5. OTHER INFORMATION.

During the quarter ended June 30, 2026, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.

ITEM 6. EXHIBITS.


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

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EXHIBIT INDEX


Exhibit No.			Description





































































10.1			Change in Control Severance Agreement, effective as of April 30, 2026, by and between CF Industries Holdings, Inc. and Erik M. Mayer
10.2			Change in Control Severance Agreement, effective as of April 30, 2026, by and between CF Industries Holdings, Inc. and Trevor L. Williams
10.3			Change in Control Severance Agreement, effective as of May 26, 2026, by and between CF Industries Holdings, Inc. and Andrew T. Scribner
31.1			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) Notes to Unaudited Consolidated Financial Statements
104			Cover Page Interactive Data File (embed within the Inline XBRL document and included in Exhibit 101)

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SIGNATURES

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

CF INDUSTRIES HOLDINGS, INC.

Date: August 6, 2026

By:

/s/ CHRISTOPHER D. BOHN

Christopher D. Bohn

President and Chief Executive Officer

(Principal Executive Officer)

Date: August 6, 2026

By:

/s/ ANDREW T. SCRIBNER

Andrew T. Scribner
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

ATTACHMENTS / EXHIBITS