CF Industries Holdings, Inc.

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PROXY STATEMENT SUMMARY

This summary provides certain key information about CF Industries’ business and strategy and highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. This Proxy Statement and a form of proxy were first sent or made available to shareholders on or about March 17, 2026.

2026 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

Date and Time:

Tuesday, April 28, 2026, at 10:00 a.m. Central time

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Location:

www.virtualshareholdermeeting.com/CF2026

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Record Date:

March 5, 2026

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VOTING MATTERS

Shareholders will be asked to vote on the following matters at the Annual Meeting:

OUR BUSINESS AND STRATEGY

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 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.

For more information on our business, see “Item 1. — Business” and “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2026 (the “2025 Annual Report”).

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 anhydrous ammonia, whose chemical composition is NH 3. We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF. A majority of the ammonia and ammonia-derived 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 ammonia with a lower carbon intensity than that of ammonia produced through traditional processes (“low-carbon ammonia”). These investments allow us to pursue demand for low-carbon ammonia and upgraded products for both traditional and new applications. Traditional applications include agriculture, where low-carbon nitrogen 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 power generation and marine shipping, which are hard-to-abate industries for which low-carbon ammonia offers a potential path to significantly lower carbon footprints as it does not contain or 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 (“CO 2”) dehydration and compression units to enable process CO 2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO 2 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 CO 2.

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 CO 2 annually, depending on gross ammonia production and consumption of CO 2 for upgraded products. This sequestered CO 2 would otherwise be emitted into the atmosphere. ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO 2. 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 CO 2 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.

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 CO 2 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 CO 2 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 CO 2 equivalent (CO 2 e) emissions by over 600,000 metric tons on an annual basis.

Blue Point joint venture

On April 8, 2025, we formed the Blue Point joint venture 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. We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture.

The Blue Point joint venture is expected to construct an autothermal reforming (“ATR”) ammonia production facility with a CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture. We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages once production commences.

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. 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 CO 2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO 2 annually. The ammonia production facility is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

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. We will own and operate this infrastructure, and the Blue Point joint venture will compensate us for these services.

Low-carbon ammonia demand

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

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 ammonia and upgraded 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 GHG 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 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. The certifications were granted under the “Support Focusing on the Price Gap” scheme established in accordance with the Hydrogen Society Promotion Act.

We believe that execution of our strategy and development of the market for low-carbon ammonia will provide significant growth opportunities and generate sustainable long-term value for all of our stakeholders.

Shareholder Returns

The global nitrogen industry is cyclical, and our operating results are highly dependent upon and fluctuate based upon changes in supply and demand of nitrogen products as well as for natural gas, which is our principal feedstock. Additionally, we execute our strategy and evaluate our performance over a full cycle for our industry, which typically occurs over multiple years. As a result, we believe it is important to view total shareholder return over a longer time horizon than just one year. The following table shows the cumulative total shareholder return (“TSR”), assuming the reinvestment of dividends, for our common stock and certain peer group companies for the 1-, 3-, 5-, 7-, and 10-year periods ended December 31, 2025.

Each of Nutrien, Ltd. (“Nutrien”), The Mosaic Company (“Mosaic”) and Yara International ASA (“Yara”) are a publicly traded manufacturer of agricultural chemical fertilizers. For purposes of calculating the TSR of CF Industries, Nutrien, Mosaic and Yara for the 1-, 3-, 5-, 7-, and 10-year periods ending December 31, 2025, the beginning stock price for each peer group company was established by its respective closing price on the last trading day immediately preceding January 1 of the first fiscal year of the applicable measurement period. For Yara, we used its home exchange stock prices, converted into U.S. dollars, for TSR calculation purposes. For Nutrien, which was formed through the merger of Agrium, Inc. (“Agrium”) and Potash Corporation of Saskatchewan Inc. (“Potash Corp”), the TSR includes (i) the stock prices for Agrium and Potash from December 31, 2015 through December 31, 2017, (ii) the cumulative investment in each of Agrium and Potash Corp, assuming dividend reinvestments up to December 31, 2017, converted into shares of Nutrien on January 2, 2018 using the exchange ratio in the merger of equals transaction consummated on that date, and (iii) the stock price for Nutrien from January 2, 2018 through December 31, 2025.

2025 PERFORMANCE HIGHLIGHTS

Operating Results

CF Industries’ 2025 financial results were driven by our strong operational performance, underpinned by favorable global nitrogen industry dynamics.

In addition to strong financial results, the company continued to deliver on its strategic priorities and create long-term shareholder value.

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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 a reconciliation of EBITDA and adjusted EBITDA as reported to the most directly comparable GAAP measure.

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OUR DIRECTOR NOMINEES

Our corporate governance and nominating committee regularly reviews the overall composition of the Board and its committees to assess whether each reflects the appropriate mix of experience, qualifications, attributes, and skills that are relevant to CF Industries’ current and future global strategy, business, and governance.

Based on specific areas of focus or expertise that are particularly relevant to a director nominee’s service on the Board. It should not be inferred that other director nominees do not also possess meaningful experience or skills in these areas.

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CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management and that serve the interests of our shareholders. Highlights of our governance practices include:

SHAREHOLDER ENGAGEMENT

We believe that building positive relationships with our shareholders is critical to CF Industries’ success. We conduct shareholder outreach campaigns in the spring and in the fall to engage with shareholders to understand their perspectives on a variety of topics, such as our financial performance, executive compensation, human capital management, environmental sustainability, community relations, and related matters.

We also communicate with shareholders through a number of routine forums, including

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quarterly earnings releases;

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Securities and Exchange Commission (“SEC”) filings;

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the annual report and proxy statement;

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the annual shareholders meeting;

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investor meetings, conferences and web communications; and

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annual corporate stewardship reporting.

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We relay shareholder feedback and trends on corporate governance and sustainability developments to the Board and its committees. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters. See “Corporate Governance — Shareholder Engagement” for a further discussion of our shareholder engagement activities.

COMPENSATION PROGRAM HIGHLIGHTS

Our executive compensation practices are overseen and administered by the compensation and management development committee, which is composed exclusively of independent directors. The committee is responsible for designing an executive compensation program — including approving any changes to it — that effectively incentivizes our executives to create long-term value for our shareholders.

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For the definitions of Adjusted EBITDA and RONA, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined.” Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee.

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2025 Target Total Compensation

The compensation and management development committee believes the majority of compensation should be composed of awards that are performance-based, with direct ties to the company and individual employee performance. The significant majority of the target compensation of each named executive officer (“NEO”) is at-risk based on company performance.

The following graphs illustrate the mix of total target direct compensation for our chief executive officer and for our other named executive officers for 2025:

AIP:

Annual Incentive Plan (annual bonus), cash settled

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LTIP:

Long-Term Incentive Plan, denominated in equity

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Annual Incentive Plan Performance Metrics

When setting performance levels for the short-term incentive program, which we also call the annual incentive plan, the compensation and management development committee considers the previous year’s financial performance, market trends and the company’s annual business plan. In 2024, nitrogen product prices had declined from the higher levels seen in recent prior years as lower global energy costs reduced the global market clearing price required to meet global demand. Going into 2025, benchmark pricing curves indicated more stable product prices as compared to recent years, although nitrogen product prices were projected to be lower as a result of incremental global supply on relatively flat demand compared to 2024. Partially offsetting the expected lower product prices was higher sales volume. The company expected increased production from its network in 2025, primarily driven by higher ammonia production, as weather-related production outages and unplanned downtime that impacted 2024 were not expected to recur. Energy spreads were expected to continue to favor the company’s North American-based production network, but domestic natural gas prices were projected to increase for 2025 relative to 2024. As a result, the compensation and management development committee set the target performance level for the Financial Metric at $2.1 billion of Adjusted EBITDA. This target is below the company’s 2024 performance, with projected lower product prices and higher natural gas costs partially offset by higher sales volume from increased production.

Actual financial results in 2025 greatly exceeded the company’s forecasts, driven by strong execution by the CF Industries team and underpinned by global nitrogen industry dynamics. Average selling prices for all of our major products were higher due primarily to strong demand for all nitrogen products, global supply disruptions due to geopolitical issues, and unexpected production outages in the Middle East. Higher sales prices were partially offset by higher realized gas costs driven by a tighter supply and demand balance. The company’s facilities ran well in 2025 and production volumes were consistent with expectations.

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(1)

See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” for the definition of Adjusted EBITDA for purposes of our annual incentive plan. Adjusted EBITDA as defined under our annual incentive plan may differ from the company’s adjusted EBITDA as reported due to further adjustments permitted under the terms of the annual incentive plan and approved by the compensation and management development committee. For 2025, the difference between Adjusted EBITDA as reported of $2.89 billion and Adjusted EBITDA as defined under our annual incentive plan of $2.88 billion was due to $25 million of EBITDA of asset impairment related to the Yazoo City incident that was excluded from the calculation of Adjusted EBITDA as reported, but included in the calculation of adjusted EBITDA under our annual incentive plan calculation, and $8 million related to system implementation costs that was excluded from the calculation of Adjusted EBITDA under our annual incentive plan.

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(2)

The completion of specified clean energy and network optimization milestones relating to the advancement of our clean energy strategy and sustainability goals and the development and implementation of systems and processes to support our strategic initiatives, including the successful implementation of a new asset management and procurement system across eight North American locations, the completion of the construction and commissioning of the Donaldsonville CCS project and certain actions related to the certification and sales of low-carbon products.

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(3)

The Process Safety Metric has a behavioral safety gate threshold. If at least 95% of all individual safety scores of all employees at manufacturing sites were “80 points” or better for the year, the safety performance gating requirement would be achieved. If the safety performance gating requirement was not achieved, there would be no payout under the Process Safety Metric.

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(4)

The completion of scheduled safety critical equipment inspections on schedule and timely management of changes (MOCs).

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FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

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

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others: the company’s ability to complete the projects at 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; the company’s 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 the company’s business and the impact of global supply and demand on the company’s selling prices and operating results; the global commodity nature of the company’s nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers; announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for 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 the company’s forward sales programs; difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery; reliance on third-party providers of transportation services and equipment; the company’s reliance on a limited number of key facilities; risks associated with cybersecurity; acts of terrorism and regulations to combat terrorism; the significant risks and hazards involved in producing and handling the company’s products against which the company may not be fully insured; risks associated with international operations; the company’s ability to manage 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 the company’s risk management and hedging activities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; regulatory restrictions and requirements related to greenhouse gas emissions, including announced or future changes in environmental or climate change laws; the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of the company’s low-carbon ammonia projects; risks associated with investments in and expansions of the company’s business, including unanticipated adverse consequences and the significant resources that could be required; and failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.

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

Website references have been provided for convenience only. The content on any referenced websites is not incorporated by reference into this Proxy Statement and does not constitute a part of this Proxy Statement.