CF Industries Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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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2026 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 2026 annual meeting of shareholders of CF Industries Holdings, Inc. to be held virtually on Tuesday, April 28, 2026, 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.

2025 Performance

CF Industries’ results in 2025 reflected an outstanding operational performance by the CF Industries team, the enduring advantages of our manufacturing and distribution network, and constructive global nitrogen industry dynamics that have persisted into 2026. Net earnings attributable to common stockholders for the year were approximately $1.5 billion, or $8.97 per diluted share. EBITDA(1) was approximately $2.8 billion, and adjusted EBITDA(1) was approximately $2.9 billion.

Net cash from operations in 2025 was $2.75 billion and free cash flow(2) was approximately $1.8 billion. We returned $1.7 billion to shareholders in 2025. This included deploying over $1.3 billion to repurchase 16.6 million shares — approximately 10 percent of the outstanding shares at the beginning of the year — and $326 million returned through dividend payments to shareholders.

Creating Shareholder Value

Our goal for long-term shareholders is to create value by increasing your participation in CF Industries’ assets and the cash flow they generate.

We do this by investing where we win:

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Growing our production base organically or inorganically.

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Investing in our business to grow margin.

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Reducing our outstanding share count.

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Since 2020, this approach has increased your participation in our underlying assets by more than 35% and over the same time period delivered total shareholder return that exceeds the S&P 500 Index, Dow Jones U.S. Commodity Chemicals, and our peer fertilizer group.

What powers our approach is a proven ability to leverage our team’s consistently high level of execution into adjusted EBITDA and then convert that to substantial free cash flow. We expect to continue to do so by building upon the enduring competitive advantages we have developed over time and through our disciplined investments in our clean energy growth platform.

Our competitive advantages include the structural benefit from operating in North America, operational advantages built into our manufacturing and distribution network, the operational excellence we deliver year-in and year-out, and our disciplined approach to capital and corporate stewardship. We continue to invest in these attributes, which translate directly into our financial results, strong cash flow, and long-term shareholder value. Please see our 2025 Annual Report for more detail.

Our Clean Energy Growth Platform

In 2020, the Board and management adopted a strategic evolution for the Company to leverage our unique capabilities to accelerate the world’s transition to clean energy — to produce ammonia with lower carbon intensity (low-carbon ammonia). We believe by focusing on leading in low-carbon ammonia and upgraded nitrogen products, we will strengthen our competitive position and create new market opportunities, enabling significant growth in our free cash flow in the years ahead.

Our vision includes monetizing decarbonization projects to ensure a return for shareholders well above our cost of capital. It includes the production of low-carbon ammonia and other nitrogen upgrade products to sell at a premium to conventional products. And it includes the development of new demand for our products.

This vision is being realized today with structural benefits, operational advantages, and market opportunities (for example, low-carbon price premium) accruing to the Company and providing us with long-term sustainability, a significant return profile, and a product offering to existing and new customers.

In 2025 alone, we:

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Completed the carbon capture project at our Donaldsonville Complex and a nitric acid abatement project at our Verdigris Complex.

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Saw the emergence of low-carbon ammonia demand as we delivered the first sales of low-carbon ammonia at a premium and advanced collaborations to develop low-carbon ammonia and nitrogen fertilizer supply chains in North America.

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Formed an innovative joint venture built on partnerships with global leaders to both build the world’s largest and most efficient low-carbon ammonia plant and develop demand for new applications of our products.

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Our approach is underpinned by the Board and management’s shared commitment to disciplined investments in our clean energy initiatives. These will continue to be driven by our outlook for the global market environment, the return profile of projects, and our ability to mitigate risk through partnerships and collaborations.

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 experience and skills of our directors has been, and continues to be, critical to our success.

This year, two directors will not stand for re-election following distinguished tenures on our Board (see sidebar for additional information). This includes Tony Will, who retired as president and chief executive officer in January 2026 after 12 outstanding years leading the Company. On behalf of the Board, we want to thank Tony for his outstanding leadership, his commitment to CF Industries’ employees, shareholders and communities, and his tremendous success guiding the Company through a period of evolution and growth. He was instrumental in shaping the Company’s strategic direction and high-performance culture and we are deeply grateful for his many years of contributions. We wish him the best in retirement.

Our 11 director nominees in 2026 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, risk management, corporate governance and sustainability issues, as well as providing guidance that positions the Company for long-term success. Of the 11 director nominees, 10 are independent, which includes our Chair (Elect) of the Board and all committee chairs and members. More than a third of the director nominees have joined the Board in the last five years.

Building on our Momentum

CF Industries is a strong company at the forefront of the global ammonia and nitrogen industry — the world’s largest ammonia producer, the industry’s best operator, a global partner of choice, and a leader in total shareholder return. We believe our high-performing business, clean energy growth platform, and commitment to return capital to shareholders positions CF Industries well to continue to create value for long-term shareholders.

Thank you for your continued trust in CF Industries. We look forward to discussing our corporate performance in 2025 and our strategy and vision for the future when we gather virtually for our annual meeting on April 28, 2026.

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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 as reported is defined as EBITDA adjusted for selected items as shown in Appendix A. See Appendix A for reconciliations of EBITDA and adjusted EBITDA as reported 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 interests plus contributions from noncontrolling interests. 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

Senior Vice President, General Counsel, and Secretary