CF Industries Holdings, Inc.

Previous wording

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 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 underpin 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 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. Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia.

Current wording

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 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. Products derived from ammonia 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 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 regulations on the price of carbon.

Previous wording

•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 Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder (see Note 13—Noncontrolling Interests for additional information on our strategic venture with CHS);

Current wording

•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 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);

Previous wording

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

Current wording

•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

Previous wording

•a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025, that 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 interest. See “Our Strategy—Blue Point joint venture,” below, for additional information.

Current wording

•a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point 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 joint venture,” below, for additional information.

Previous wording

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes. These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling production of sustainable aviation fuel, among other purposes. These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted. Our strategy also strengthens our existing business.

Current wording

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.

Previous wording

At our Donaldsonville complex, the dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually that would otherwise have been 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, which provides 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 expect to produce up to approximately 1.9 million tons of low-carbon ammonia annually at our Donaldsonville complex.

Current wording

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. 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.

Previous wording

On an interim basis, ExxonMobil is storing CO 2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. Upon receiving its Class VI permit, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. The U.S. Environmental Protection Agency issued the final Class

Current wording

On an interim basis, ExxonMobil is storing CO 2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. Upon receipt of Class VI permits issued by the U.S. Environmental Protection Agency (EPA) and authorization from the Railroad Commission of Texas, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. In October 2025, the EPA issued the final Class VI permits for Rose.

Previous wording

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 tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

Current wording

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.

Previous wording

On April 8, 2025, we announced that 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, for the construction, production and offtake of low-carbon ammonia (the Blue Point joint venture). We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture. Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025. If the specified condition is met, JERA can reduce its ownership below 35% but not lower than 20%. We would have the right and obligation to increase our ownership by the same amount that JERA reduces its ownership.

Current wording

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

Previous wording

At our Blue Point complex in Ascension Parish, Louisiana, 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 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.

Current wording

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.

Previous wording

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 joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. During the third quarter of 2025, we, JERA and Mitsui made capital contributions of $38 million, $33 million and $23 million, respectively, to the Blue Point joint venture. During the nine months ended September 30, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture. We funded $152 million of our contributions with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.

Current wording

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 joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. During the first quarter of 2026, we, JERA and Mitsui made capital contributions of $78 million, $68 million and $49 million, respectively, to the Blue Point joint venture.

Previous wording

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. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO 2 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 tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

Current wording

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. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO 2 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 CO 2 captured and disposed of in secure geological storage.

Previous wording

In June 2025, the Blue Point 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, eliminating the need for the Blue Point joint venture to construct an ASU. As a result, the total projected cost of the low-carbon ATR ammonia production facility was reduced from approximately $4.0 billion to $3.7 billion.

Current wording

In June 2025, the Blue Point 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.

Previous wording

In addition, we will 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.

Current wording

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 joint venture will compensate us for these services.

Previous wording

We determined that the Blue Point 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 interest. See “Liquidity and Capital Resources—Blue Point Joint Venture,” below, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Current wording

We determined that the Blue Point 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 Joint Venture,” below, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Previous wording

In addition to discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications, we are engaged in discussions regarding the supply of low-carbon ammonia 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 low-carbon ammonia. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.

Current wording

We continue to engage in discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications as well as for the supply of low-carbon ammonia 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 low-carbon ammonia. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.

Previous wording

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 and has negotiated and is negotiating tariff and trade agreements that have resulted and will continue to result in changes to existing tariffs and other trade policies in the United States and globally. Since March 6, 2025, the United States has excluded from tariffs any products that enter the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement, such that U.S. tariffs on Canadian imports are currently not applicable to our Canadian production.

Current wording

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, 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.

Previous wording

Any imposed tariffs or the prospect of any retaliatory tariffs on U.S. exports, changes in U.S. trade policy or changes in other countries’ trade policies with the United States 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.

Current wording

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.

Previous wording

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 products at a breakeven price or above, or else they would cease production and leave a portion of global demand unsatisfied.

Current wording

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.

Previous wording

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 a significant cost component of our manufactured nitrogen products, representing approximately 34% and 28% of our production costs in the first nine months of 2025 and the year ended December 31, 2024, respectively. Most of our 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.

Current wording

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 39% and 34%, respectively, of our production costs in the first three 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.

Previous wording

The following table presents the average daily market price of natural gas at the Henry Hub, the most heavily-traded natural gas pricing point in North America, and our cost of natural gas used for production, which includes the impact of realized natural gas derivatives:

Current wording

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:

Previous wording

In the third quarter of 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 41% to $2.96 per MMBtu from $2.10 per MMBtu in the third quarter of 2024. This increase in natural gas costs resulted in a decrease in gross margin of $73 million compared to the third quarter of 2024. In the nine months ended September 30, 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 40% to $3.34 per MMBtu from $2.38 per MMBtu in the nine months ended September 30, 2024. This increase in natural gas costs resulted in a decrease in gross margin of $249 million.

Current wording

In the first quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 24% to $4.57 per MMBtu from $3.68 per MMBtu in the first quarter of 2025. This increase in natural gas costs resulted in a decrease in gross margin of $76 million compared to the first quarter of 2025.

Previous wording

We reported net earnings attributable to common stockholders of $353 million for the three months ended September 30, 2025 compared to $276 million for the three months ended September 30, 2024, an increase in net earnings of $77 million, or 28%. The increase in net earnings for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to an increase in gross margin of $188 million and $20 million of income for 45Q tax credits earned in the three months ended September 30, 2025. These factors that increased net earnings attributable to common stockholders were partially offset by (i) higher interest expense as the third quarter of 2024 included a benefit related to discretionary interest relief granted to us on certain Canadian tax matters, (ii) a higher income tax provision due to higher net earnings in the third quarter of 2025, and (iii) higher net earnings attributable to noncontrolling interests.

Current wording

We reported net earnings attributable to common stockholders of $615 million for the three months ended March 31, 2026 compared to $312 million for the three months ended March 31, 2025, an increase in net earnings of $303 million, or 97%. The increase in net earnings for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due primarily to an increase in gross margin of $174 million, a litigation settlement gain of approximately $170 million, insurance recoveries of $25 million and $24 million of 45Q Tax Credits earned in the three months ended March 31, 2026. The litigation settlement gain and insurance recoveries are discussed further below in “Items Affecting Comparability of Results.” These factors that increased net earnings attributable to common stockholders were partially offset by a higher income tax provision in the first quarter of 2026 compared to the first quarter of 2025.

Previous wording

Diluted net earnings per share attributable to common stockholders increased $0.64 per share, or 41%, to $2.19 per share in the third quarter of 2025 compared to $1.55 per share in the third quarter of 2024, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program. Diluted weighted-average common shares outstanding were 161.2 million shares for the three months ended September 30, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 178.6 million shares for the three months ended September 30, 2024.

Current wording

Diluted net earnings per share attributable to common stockholders increased $2.13 per share, or 115%, to $3.98 per share in the first quarter of 2026 compared to $1.85 per share in the first 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 154.5 million shares for the three months ended March 31, 2026, a decrease of 8% compared to diluted weighted-average common shares outstanding of 168.8 million shares for the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $353 million and $276 million, respectively. For the nine months ended September 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $1.05 billion and $890 million, respectively. In addition to the impact of market conditions and current developments, including the 45Q tax credit income, discussed above, certain items affected the comparability of our financial results for the three and nine months ended September 30, 2025 and 2024. 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.

Current wording

For the three months ended March 31, 2026 and 2025, we reported net earnings attributable to common stockholders of $615 million and $312 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 months ended March 31, 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.

Previous wording

(2)Included in other operating—net in our consolidated statements of operations.

Current wording

(2)Included in other operating (income) expense—net in our consolidated statements of operations.

Previous wording

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 September 30, 2025, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $1 million compared to a loss of $1 million in the three months ended September 30, 2024. In the nine months ended September 30, 2025, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $1 million compared to a gain of $33 million in the nine months ended September 30, 2024.

Current wording

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 March 31, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $3 million compared to a loss of $2 million in the three months ended March 31, 2025.

Previous wording

(Gain) loss on foreign currency transactions

Current wording

Loss on foreign currency transactions

Previous wording

In the three months ended September 30, 2025, we recognized a gain on foreign currency transactions of $4 million compared to a loss of $1 million in the three months ended September 30, 2024. In the nine months ended September 30, 2025, we recognized a gain on foreign currency transactions of $5 million compared to a loss of $2 million in the nine months ended September 30, 2024. (Gain) loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

Current wording

In the three months ended March 31, 2026, we recognized a loss on foreign currency transactions of $3 million compared to a loss of $2 million in the three months ended March 31, 2025. Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

Previous wording

In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed. Section 45Q of the Internal Revenue Code provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage. As a result, in the third quarter of 2025, we earned approximately $20 million of 45Q tax credits, which is recorded in other operating—net in our consolidated statements of operations for the three and nine months ended September 30, 2025.

Current wording

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 first quarter of 2026, we earned approximately $24 million of 45Q Tax Credits, which is recorded in other operating income (expense)—net in our consolidated statement of operations for the three months ended March 31, 2026.

Previous wording

In the three and nine months ended September 30, 2025, the Blue Point joint venture incurred costs that were not eligible for capitalization of approximately $2 million and $4 million, respectively, 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 joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Current wording

In the three months ended March 31, 2026, the Blue Point joint venture incurred development costs that were not eligible for capitalization of approximately $2 million 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 joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Previous wording

The following table presents our consolidated results of operations and certain supplemental data for the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table presents our consolidated results of operations and certain supplemental data for the three months ended March 31, 2026 and 2025:

Previous wording

Our total net sales increased $289 million, or 21%, to $1.66 billion in the third quarter of 2025 compared to $1.37 billion in the third quarter of 2024, due primarily to higher average selling prices, partially offset by lower sales volume.

Current wording

Our total net sales increased $323 million, or 19%, to $1.99 billion in the first quarter of 2026 compared to $1.66 billion in the first quarter of 2025, due primarily to higher average selling prices, partially offset by lower sales volume.

Previous wording

Our average selling price was $368 per ton in the third quarter of 2025 compared to $286 per ton in the third quarter of 2024. Average selling prices for all of our major products were higher in the third quarter of 2025 than in the third quarter of 2024 due primarily to strong demand for all nitrogen products, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand. Global demand was particularly strong in the Northern Hemisphere, India and Brazil. The impact of higher average selling prices was an increase in net sales of approximately $370 million for the third quarter of 2025 compared to the third quarter of 2024.

Current wording

Our average selling price was $424 per ton in the first quarter of 2026 compared to $332 per ton in the first quarter of 2025. Average selling prices for all of our major products were higher in the first quarter of 2026 than in the first quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that were further impacted by the conflict with Iran. See “Market Conditions and Current Developments—Geopolitical Environment,” above. The impact of higher average selling prices was an increase in net sales of approximately $401 million for the first quarter of 2026 compared to the first quarter of 2025.

Previous wording

Our total sales volume was 4.5 million product tons in the third quarter of 2025 compared to 4.8 million product tons in the third quarter of 2024, as lower sales volume in our Granular Urea and UAN segments was partially offset by higher sales volume in our Ammonia and Other segments. The impact of lower sales volume was a decrease in net sales of approximately $81 million.

Current wording

Our total sales volume was 4.7 million product tons in the first quarter of 2026 compared to 5.0 million product tons in the first quarter of 2025, as lower sales volume in our UAN, AN, Ammonia and Other segments was partially offset by higher sales volume in our Granular Urea segment. The impact of lower sales volume was a decrease in net sales of approximately $78 million.

Previous wording

Our total cost of sales increased $101 million, or 11%, to $1.03 billion in the third quarter of 2025 from $926 million in the third quarter of 2024. The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $73 million and higher costs in the third quarter of 2025 associated with maintenance activity, partially offset by a decrease in sales volume.

Current wording

Our total cost of sales increased $149 million, or 14%, to $1.24 billion in the first quarter of 2026 from $1.09 billion in the first quarter of 2025. The increase in our cost of sales primarily reflects higher costs in the first quarter of 2026 associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our Yazoo City complex, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $76 million, partially offset by a decrease in sales volume, which decreased cost of sales by $45 million.

Previous wording

Cost of sales averaged $228 per ton in the third quarter of 2025, an 18% increase compared to $193 per ton in the third quarter of 2024. Our cost of natural gas, including the impact of realized derivatives, increased $0.86 per MMBtu, or 41%, to $2.96 per MMBtu in the third quarter of 2025 from $2.10 per MMBtu in the third quarter of 2024. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Current wording

Cost of sales averaged $265 per ton in the first quarter of 2026, a 22% increase compared to $218 per ton in the first quarter of 2025. Our cost of natural gas, including the impact of realized derivatives, increased $0.89 per MMBtu, or 24%, to $4.57 per MMBtu in the first quarter of 2026 from $3.68 per MMBtu in the first quarter of 2025. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Previous wording

Selling, general and administrative expenses increased $10 million to $88 million in the third quarter of 2025 compared to $78 million in the third quarter of 2024. The increase was due primarily to higher incentive compensation due to strong operating performance.

Current wording

Selling, general and administrative expenses increased $19 million to $103 million in the first quarter of 2026 compared to $84 million in the first quarter of 2025. The increase was due primarily to higher incentive compensation due to strong operating performance and higher costs for certain corporate initiatives.

Previous wording

Other operating—net was $30 million of income in the third quarter of 2025 compared to $4 million of expense in the third quarter of 2024. The $30 million of income in the third quarter of 2025 consists primarily of approximately $20 million of 45Q tax credits earned as a result of CO 2 sequestered in the third quarter of 2025 and gains on sales of emission credits. The $4 million of expense in the third quarter of 2024 consists primarily of costs related to FEED studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Current wording

Other operating (income) expense—net was $44 million of income in the first quarter of 2026 compared to $14 million of expense in the first quarter of 2025. The $44 million of income in the first quarter of 2026 consists primarily of $25 million of insurance recoveries related to the Yazoo City incident and $24 million of 45Q Tax Credits earned as a result of CO 2 sequestered. The $14 million of expense in the first quarter of 2025 consists primarily of costs related to front-end engineering and design studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Previous wording

Equity in earnings of operating affiliate was $6 million of earnings in the third quarter of 2025 compared to $2 million of earnings in the third quarter of 2024. Higher equity in earnings of operating affiliate in the third quarter of 2025 compared to the third quarter of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Current wording

Equity in earnings of operating affiliate was $6 million in the first quarter of 2026 compared to $4 million in the first quarter of 2025. Higher equity in earnings of operating affiliate in the first quarter of 2026 compared to the first 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.