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

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

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.


		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.