CF Industries Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

CF INDUSTRIES HOLDINGS, INC.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Proxy Statement

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2025 Annual Meeting of

Shareholders

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To Our Shareholders:

On behalf of your Board of Directors, it is our privilege to invite you to attend the 2025 annual meeting of shareholders of CF Industries Holdings, Inc. to be held virtually on Tuesday, May 6, 2025, at 10:00 a.m. Central time. At the annual meeting, shareholders will vote on the matters set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement and any other business matters properly brought before the annual meeting. Whether or not you are able to attend the annual meeting, we encourage you to read the enclosed materials and submit your proxy.

2024 Performance

CF Industries’ performance in 2024 reflected strong execution by the CF Industries team against the backdrop of constructive global nitrogen industry conditions. Net earnings attributable to common stockholders for the year were $1.22 billion, or $6.74 per diluted share, EBITDA(1) was $2.33 billion and adjusted EBITDA(1) was $2.28 billion.

Net cash from operating activities was $2.27 billion and free cash flow(2) was $1.45 billion. We returned approximately $1.9 billion to shareholders in 2024. This includes repurchasing 18.8 million shares for $1.5 billion, 10 percent of shares outstanding at the beginning of 2024, and $364 million in dividend payments to shareholders.

We also advanced key strategic initiatives during the year. This includes successfully integrating the Waggaman ammonia production facility, which we acquired in December 2023, into our network. Additionally, commissioning activities have begun at our landmark carbon capture and sequestration (CCS) project at our Donaldsonville, Louisiana, Complex. Sequestration and generation of 45Q tax credits is expected to start in 2025.

Strategic Focus

Our approach to operating CF Industries remains the same: we invest in the business to grow cash generation while returning excess cash to shareholders through dividends and share repurchases. We invest in the business in three ways: investing in high-return projects within our existing network, pursuing inorganic growth opportunities and developing disciplined growth initiatives in clean energy.

Our focus on clean energy aligns with our outlook for the global nitrogen industry over the long-term.

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We expect the global nitrogen supply-demand balance to tighten in the coming years as new ammonia capacity under construction is not sufficient to keep pace with demand for traditional applications.

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We believe customer and regulatory requirements will move the global industry towards manufacturing our products with a lower carbon intensity.

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There is emerging demand from energy-intensive industries, such as power generation and marine shipping, that have identified ammonia as a clean energy source due to the hydrogen atoms in a molecule of ammonia.

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As a result, our strategy is to leverage our unique capabilities — high capacity utilization underpinned by outstanding safety performance, low-cost production base due to access to North

American natural gas, leading distribution and logistics capabilities, and disciplined stewardship of the business — to accelerate the world’s transition to clean energy.

Decarbonization of the Company’s ammonia production network is at the heart of this strategy. Producing ammonia with a low- carbon footprint, as opposed to traditional production processes, enables its use as a clean energy source as well as a low-carbon fertilizer. Today, we have decarbonization projects in-flight that will reduce our annual greenhouse gas emissions by up to 2.5 million tons of CO 2-e annually. These projects do more than just enable us to meet our interim greenhouse gas emissions goals. Due to the 45Q carbon capture and sequestration tax credit, these projects will earn a rate of return above our cost of capital. These projects also differentiate our products in the marketplace, providing opportunities to earn a premium as downstream industries such as consumer packaged goods companies and ethanol producers seek to decarbonize their supply chains.

The Board and management share a commitment to a disciplined approach to clean energy growth initiatives. As we take substantial steps today to decarbonize our existing network, we are evaluating the construction of a greenfield low-carbon ammonia plant in Ascension Parish, Louisiana, with equity and offtake partners. This opportunity to grow our production network is supported by a tightening global nitrogen supply-demand balance and emerging demand for low-carbon ammonia for new applications. Our approach has included detailed front-end engineering and design studies of existing and new ammonia production technologies to ensure we can generate returns on a risk-adjusted basis above our cost of capital and further enhance the cash generation capability of the Company. For more information on the Company’s strategic focus on clean energy, please see the Proxy Statement Summary — Our Business and Strategy section.

Governance of CF Industries

The accompanying Proxy Statement describes CF Industries’ corporate governance policies and practices that foster the Board’s effective oversight of the Company’s business strategies and practices. We believe the Board’s leadership structure and the variety of experience and skills of our directors has been, and continues to be, critical to our success.

Our 13 director nominees offer a broad set of qualifications and perspectives and possess a wealth of leadership and professional experience, which contributes to the board’s effectiveness through its oversight of strategy and risk management, as well as providing guidance that positions the Company for long-term success. Of the 13 board nominees, 11 are independent, which includes our Chairman of the Board and all committee chairs and members. Over half of the members of the Board have joined since 2017.

A Bright Future

Investing in the business to grow cash generation, while at the same time deploying capital for our quarterly dividend and to reduce the outstanding share count, has served our long-term shareholders well. Our total shareholder return (share price appreciation plus reinvested dividends) has exceeded our peer group on a 1-, 3-, 5-, 7- and 10-year basis and exceeded the Dow Jones U.S. Commodity Chemicals Index on a 1-, 3-, 5- and 7-year basis and the S&P 500 on a 5-year basis, with similar returns on a 3- and 7-year basis.

We believe CF Industries is well-positioned to build on this track record. We consistently deliver outstanding operational performance, generate superior cash flow compared to our peers and have a disciplined growth platform. Taken together, we are confident in the Company’s long-term cash generation outlook and our ability to continue to create significant shareholder value in the years ahead.

Thank you for your continued trust in CF Industries. We look forward to discussing our corporate performance in 2024 and our strategy and vision for the future when we gather virtually for our annual meeting on May 6, 2025.

Sincerely,

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(1)

EBITDA is defined as net earnings attributable to common stockholders plus interest expense(income) — net, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for selected items as shown in Appendix A. See Appendix A for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures.

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(2)

Free cash flow is defined as net cash from operating activities less capital expenditures and distributions to noncontrolling interest. See Appendix A for a reconciliation of free cash flow to the most directly comparable GAAP measure.

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2375 Waterview Drive

Northbrook, IL 60062

Tel: 847.405.2400

cfindustries.com

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS

Your vote is important. Please vote your shares promptly so that your shares will be represented whether or not you attend the Annual Meeting. To vote your shares, you may use the Internet as described on your Notice of Internet Availability of Proxy Materials or your proxy card, call the toll-free telephone number listed on your proxy card or complete, sign, date, and return your proxy card. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.

By order of the board of directors,

Michael P. McGrane

Vice President, General Counsel, and Secretary