CF Industries Holdings, Inc.

Previous wording

The Blue Point One joint venture is constructing an autothermal reforming (ATR) ammonia production facility with a CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point One joint venture. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. State and federal permits were received in July 2026, enabling construction at the Blue Point complex to commence in August 2026. Low-carbon ammonia production is expected to begin in 2029. See Note 19—Subsequent Events, for information on a permitting matter related to the Blue Point complex.

Current wording

The Blue Point One joint venture is constructing an autothermal reforming (ATR) ammonia production facility with a CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point One joint venture. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. State and federal permits were received in July 2026, enabling construction at the Blue Point complex to commence in August 2026. Low-carbon ammonia production is expected to begin in 2029. See Note 13—Variable Interest Entity, for information on permitting matters related to the Blue Point complex.

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 One joint venture members fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages.

Current wording

We estimate that the cost of the Blue Point One joint venture’s 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 One joint venture members fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages.

Previous wording

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

Current wording

We determined that the Blue Point One 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.

Previous wording

In 2026, we began sales of low-carbon upgraded products. The first sale was PepsiCo’s purchase of low-carbon UAN for use in their product supply chain. Additional upgraded products are being certified low-carbon, and marketing for those products has begun. We continue to engage in discussions with existing and potential customers who have interest in using low-carbon products for traditional applications as well as for the supply of our low-carbon products 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 our low-carbon products. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon products, 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 products for traditional applications as well as for the supply of our low-carbon products 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 our low-carbon products. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon products, including associated carbon intensity requirements, government incentives and regulatory developments.

Previous wording

Towards the end of the first quarter of 2026, global market conditions were further impacted by the conflict with Iran, which led to additional nitrogen fertilizer global supply constraints and resulting price volatility as trade disruptions in the Middle East continued to unfold. The Middle East is one of the world’s largest nitrogen producing and exporting regions due to its low-cost natural gas supply. Nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea annually, and urea is the most widely used nitrogen fertilizer globally. In March of 2026, safety concerns amid ongoing attacks by Iran and unavailability of war risk insurance coverage on affected vessels brought the flow of vessels to transport fertilizer and other products through the Strait of Hormuz to a halt. This prevented the export of nitrogen fertilizers from this region and resulted in the curtailment or shut down of a significant amount of nitrogen capacity in the region. This supply disruption impacted the global supply demand balance resulting in higher selling prices for nitrogen products.

Current wording

In late February of 2026, global market conditions were further impacted by the conflict with Iran, which led to additional global nitrogen fertilizer supply constraints and resulted in price volatility as trade disruptions in the Middle East unfolded. The Middle East is one of the world’s largest nitrogen producing and exporting regions due to its low-cost natural gas supply. Nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea annually, with urea being the most widely used and traded nitrogen fertilizer globally. In March of 2026, safety concerns amid ongoing attacks by Iran, mines in the Strait of Hormuz waters, and unavailability or high cost of war risk insurance coverage on affected vessels brought the flow of vessels through the Strait of Hormuz to a halt. This prevented the export of nitrogen fertilizers from this region and resulted in curtailment of a significant amount of nitrogen capacity in the region. This supply disruption resulted in higher selling prices for nitrogen products.

Previous wording

Liquefied natural gas (LNG) supply out of the Middle East has also been disrupted by the conflict with Iran. In particular, Qatar’s LNG exports account for approximately 18% of global LNG trade and its export facilities were taken offline in March 2026. This disruption in LNG supply out of the Middle East affected nitrogen producers reliant on imported LNG, such as nitrogen producers in India, Pakistan, and Bangladesh that were either temporarily shut down or operating at reduced rates, further constraining global nitrogen supply. Damage to LNG facilities as a result of the conflict with Iran will require repairs prior to resumption of operations. Qatar’s government has reported it will take multiple years to return its operations to full capacity. Furthermore, it is expected that nitrogen producers in the Middle East that have been impacted by the conflict with Iran, including those impacted by lower LNG supply due to damaged LNG facilities, will also require time to resume production at pre-conflict levels.

Current wording

Liquefied natural gas (LNG) supply out of the Middle East has also been disrupted by the conflict with Iran. In particular, Qatar’s LNG exports account for approximately 18% of global LNG trade and its export facilities were taken offline in March 2026. This disruption in LNG supply out of the Middle East affected nitrogen producers reliant on imported LNG, such as nitrogen producers in India, Pakistan, and Bangladesh that were either temporarily shut down or operating at reduced rates, further constraining global nitrogen supply. Damage to LNG facilities as a result of the conflict with Iran will require repairs prior to resumption of operations. For example, Qatar’s government has reported it will take multiple years to return its operations to full capacity. Furthermore, it is expected that nitrogen producers in the Middle East that have been impacted by the conflict with Iran will also require time to resume production at pre-conflict levels.

Previous wording

As a result of all these factors, global nitrogen fertilizer prices significantly increased in March of 2026 and remained elevated throughout most of the second quarter of 2026. However, near the end of the second quarter of 2026, global nitrogen selling prices declined due primarily to the following factors:

Current wording

As a result of all these factors, global nitrogen fertilizer prices significantly increased in March of 2026 and remained elevated throughout most of the second quarter of 2026. However, during the third quarter of 2026, global nitrogen selling prices declined due primarily to the following factors:

Previous wording

•a decline in agriculture demand driven by the conclusion of the fertilizer application season, combined with delayed customer purchasing,

Current wording

•a seasonal decline in agricultural demand driven by the conclusion of the Northern Hemisphere fertilizer application season, combined with delayed customer purchasing,

Previous wording

•a decline in global import demand for ammonia driven by phosphate production curtailments, which were in response to limited sulfur availability, an input in certain production processes, and

Current wording

•a decline in global import demand for ammonia driven by phosphate production curtailments, in response to limited sulfur availability from the Middle East (which accounts for about half of globally traded sulfur supply), an input in the phosphoric acid production process, and

Previous wording

•prospects of returning supply availability from the Middle East as progress was made towards a ceasefire or settlement of the conflict with Iran.

Current wording

•prospects of returning supply availability from the Middle East as a memorandum of understanding was temporarily in effect between the U.S. and Iran, signaling a ceasefire or settlement of the conflict with Iran.

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, 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 (USMCA), 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.

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 multiple U.S. statutes. The 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.

Previous wording

On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the president to impose tariffs, including IEEPA-based global tariffs and tariffs on imports from Canada. Invoking other legal authority, the Trump administration responded by imposing a 10% tariff on most products imported into the United States on or after February 24, 2026, which may run for up to 150 days absent further congressional extension. The proclamation imposing the 10% tariff continues the IEEPA tariff exemptions that were applicable to our Canadian production and to most fertilizer products, which are both described above. The Trump administration subsequently launched multiple trade investigations pursuant to section 301 of the Trade Act of 1974 that are expected to result in the imposition of more durable tariffs against a wide range of countries at tariff rates to be determined by the Trump administration after receiving recommendations from the Office of the U.S. Trade Representative (USTR). For example, on July 23, 2026, USTR finalized its investigation and, effective July 24, 2026, imposed 10% and 12.5% tariffs on more than 60 countries for failure to impose or effectively enforce bans on the importation of goods produced with forced labor. Prior exclusions of USMCA goods, products subject to section 232 tariffs, and certain fertilizer and other products were maintained in this action, which also exempted ammonia from these tariffs. USTR is expected to announce outcomes in other section 301 actions in the coming months.

Current wording

In 2026, the Office of the United States Trade Representative (USTR) launched multiple trade investigations pursuant to section 301 of the Trade Act of 1974 that have resulted in, and may in the future result in, the imposition of tariffs against a wide range of countries at tariff rates to be determined by the Trump administration. For example, on July 23, 2026, USTR finalized its investigation and, effective July 24, 2026, imposed 10% and 12.5% tariffs on more than 60 countries for failure to impose or effectively enforce bans on the importation of goods produced with forced labor. Prior exclusions of USMCA goods, products subject to tariffs pursuant to section 232 of the Trade Expansion Act of 1962, and certain fertilizer and other products were maintained in this action, which also exempted ammonia from these tariffs. USTR is expected to announce outcomes in other section 301 actions in the coming months.

Previous wording

The United States did not agree to renewal of the USMCA by July 1, 2026, and negotiations between the United States, Canada, and Mexico to address certain U.S. concerns continue. As a result, the USMCA remains intact (albeit some trade is subject to other tariff actions) and will continue to provide duty-free treatment to nitrogen products from Canada but is set to be reviewed annually until a renewal is agreed to by the three countries. On July 20, 2026, the Trump administration issued three executive orders pursuant to section 338 of the Tariff Act of 1930 that will impose additional 50% tariffs on specified products imported from Canada, effective August 19, 2026. The executive orders do not subject nitrogen products to these tariffs.

Current wording

The United States did not agree to renewal of the USMCA by July 1, 2026, and negotiations between the United States, Canada, and Mexico to address certain U.S. concerns continue. As a result, the USMCA remains intact (albeit some trade is subject to tariff actions outside the USMCA framework) and will continue to provide duty-free treatment to nitrogen products from Canada. The USMCA is set to be reviewed annually until a renewal is agreed to by the three countries. On July 20, 2026, the president issued three executive orders pursuant to section 338 of the Tariff Act of 1930 that imposed additional 50% tariffs on specified products imported from Canada, effective August 19, 2026. Canada responded by imposing tariffs on specified imports from the United States. The U.S. executive orders and the Canadian response do not subject nitrogen products to these tariffs.

Previous wording

Effective July 1, 2026, the European Union (EU) implemented the United States-European Union Framework on an Agreement on Reciprocal, Fair, and Balanced Trade to eliminate most-favored nation (MFN) tariffs on EU imports of all U.S. nitrogen fertilizer products through at least the end of 2029. Other trade agreements that were recently negotiated between the

Current wording

Effective July 1, 2026, the European Union (EU) implemented the United States-European Union Framework on an Agreement on Reciprocal, Fair, and Balanced Trade to eliminate most-favored nation (MFN) tariffs on EU imports of all U.S. nitrogen fertilizer products through at least the end of 2029. Other trade agreements that were recently negotiated between the United States and several other countries may be continued or paused, or further negotiations regarding trade agreements may result in changes to the magnitude, timing or other aspects of tariffs between these countries.

Previous wording

The Supreme Court decision did not modify non-IEEPA tariffs, including tariffs on imports of certain steel and aluminum products and their derivatives which may impact the cost of our capital equipment, including for development and construction at our Blue Point complex. The Trump administration modified the proclamation order regarding metals tariffs on April 2, 2026 with impact that may increase or decrease tariffs on certain products.

Current wording

In April 2026, increased tariffs on imports of certain steel and aluminum products and their derivatives, which were imposed by the Trump administration in 2025, were further modified. Such tariffs may impact the cost of our capital equipment, including for development and construction at our Blue Point complex.

Previous wording

President Trump signed an Executive Order (EO) on December 6, 2025, on competitive activity in the food supply chain. The EO directs the Attorney General and the Federal Trade Commission (FTC) to each establish a Food Supply Chain Security Task Force to investigate price-fixing and anti-competitive practices across the sector, including fertilizer, and take action as necessary, including bringing enforcement actions and proposing new regulatory approaches. In addition, following the closure of the Strait of Hormuz and the resulting increase in fertilizer selling prices, as discussed above under “Geopolitical Environment,” the Trump administration and Congress have increased their scrutiny of the fertilizer industry, and the Trump administration has announced intentions to improve fertilizer costs for farmers. On May 28, 2026, the Chairman of the FTC announced that the FTC had launched an industry-wide investigation into fertilizer prices in the United States. The impact on our business and operations of any actions that the Trump administration or Congress could take to address fertilizer prices is uncertain.

Current wording

The president signed an Executive Order (EO) on December 6, 2025, on competitive activity in the food supply chain. The EO directs the Attorney General and the Federal Trade Commission (FTC) to each establish a Food Supply Chain Security Task Force to investigate price-fixing and anti-competitive practices across the sector, including fertilizer, and take action as necessary, including bringing enforcement actions and proposing new regulatory approaches. In addition, following the closure of the Strait of Hormuz and the resulting increase in fertilizer selling prices, as discussed above under “Geopolitical Environment,” the Trump administration and Congress have increased their scrutiny of the fertilizer industry, and the Trump administration has announced intentions to improve fertilizer costs for farmers. On May 28, 2026, the Chairman of the FTC announced that the FTC had launched an industry-wide investigation into fertilizer prices in the United States. The U.S. Senate is currently considering a farm bill with provisions that require reporting of fertilizer prices and a report on the fertilizer industry, although it is not clear if that legislation will be enacted or if it will contain fertilizer-related provisions once final. The impact on our business and operations of any actions that the Trump administration or Congress could take to address fertilizer prices is uncertain.

Previous wording

In the second quarter of 2026, the average selling price for our products was $523 per ton, or 39% higher, compared to $376 per ton in the second quarter of 2025. This resulted in an increase in net sales of approximately $588 million for the second quarter of 2026 compared to the second quarter of 2025. Average selling prices for all of our major products were higher in the second quarter of 2026 than in the second quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance that was further impacted by the conflict with Iran. See “Geopolitical Environment,” above. In the six months ended June 30, 2026, the average selling price for our products was $471 per ton, or 33% higher compared to $354 per ton in the six months ended June 30, 2025. This resulted in an increase in net sales of approximately $989 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

In the nine months ended September 30, 2026, the average selling price for our products was $442 per ton, or 23% higher compared to $359 per ton in the nine months ended September 30, 2025, reflecting higher average selling prices for all of our segments. This resulted in an increase in net sales of approximately $1.07 billion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Higher average selling prices for our major products were due primarily to a tighter global nitrogen supply and demand balance that was further impacted by the conflict with Iran. See “Geopolitical Environment,” above.

Previous wording

Sales volume in the six months ended June 30, 2026 was 8.9 million tons compared to 10.0 million tons in the six months ended June 30, 2025. This resulted in a decrease in net sales of approximately $334 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in sales volume was driven by our UAN, AN and Ammonia segments, partially offset by an increase in our Granular Urea and Other segments.

Current wording

Sales volume in the nine months ended September 30, 2026 was 13.7 million tons compared to 14.5 million tons in the nine months ended September 30, 2025. This resulted in a decrease in net sales of approximately $211 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in sales volume was driven by our AN, Ammonia and UAN segments, partially offset by an increase in our Granular Urea and Other segments.

Previous wording

The decrease in sales volumes for our AN segment in the three and six months ended June 30, 2026 compared to the prior year periods was a result of the idled Yazoo City plant. See “Yazoo City Incident,” below, for additional information.

Current wording

The decrease in sales volumes for our AN segment in the three and nine months ended September 30, 2026 compared to the prior year periods was a result of the idled Yazoo City plant. See “Yazoo City Incident,” below, for additional information.

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 the largest and most volatile cost component of the manufacturing cost for our nitrogen products, representing approximately 36% and 34%, respectively, of our production costs in the first six 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.

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 33% and 34%, respectively, of our production costs in the first nine 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

In the second quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, was $3.37 per MMBtu compared to $3.36 per MMBtu in the second quarter of 2025. The increase of $0.01 in the cost of natural gas had an insignificant impact to gross margin. In the six months ended June 30, 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 14% to $4.01 per MMBtu from $3.52 per MMBtu in the six months ended June 30, 2025. This increase in natural gas costs resulted in a decrease in gross margin of $73 million.

Current wording

In the third quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, was $2.88 per MMBtu compared to $2.96 per MMBtu in the third quarter of 2025. The decrease of $0.08 per MMBtu in the cost of natural gas resulted in an increase in gross margin of $20 million compared to the third quarter of 2025. In the nine months ended September 30, 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 9% to $3.63 per MMBtu from $3.34 per MMBtu in the nine months ended September 30, 2025. This increase in natural gas costs resulted in a decrease in gross margin of $53 million.

Previous wording

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. Lower sales volumes for our AN segment in the first half of 2026 compared to the first half of 2025 were due primarily to the idled Yazoo City plant.

Current wording

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. Lower sales volumes for our AN segment in the first nine months of 2026 compared to the first nine months of 2025 were due primarily to the idled Yazoo City plant.

Previous wording

As a result of the property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, we recorded an impairment of certain fixed assets within our North American AN asset group of $25 million, which primarily consisted of machinery and equipment. See “Items Affecting Comparability of Results—Insurance recoveries—property damage,” below, for additional information.

Current wording

As a result of the property damage incurred and based on estimates and assumptions of a preliminary review of the impact, in the fourth quarter of 2025, we recorded an impairment of certain fixed assets within our North American AN asset group of $25 million, which primarily consisted of machinery and equipment.

Previous wording

In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant and expects production of ammonia, AN solution (ANS), nitric acid, UAN and urea liquor to resume in the first half of 2027. As a result of the approved plan, certain equipment will no longer provide future economic benefit, and we recorded an impairment charge of $23 million in the second quarter of 2026.

Current wording

In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant for the production of ammonia, AN solution (ANS), nitric acid, UAN and urea liquor. As a result of the approved plan, certain equipment will no longer provide future economic benefit, and we recorded an impairment charge of $23 million in the second quarter of 2026, which is reflected in asset impairment in our consolidated statement of operations for the nine months ended September 30, 2026. We expect production at our Yazoo City plant to resume in the first half of 2027.

Previous wording

We reported net earnings attributable to common stockholders of $727 million for the three months ended June 30, 2026 compared to $386 million for the three months ended June 30, 2025, an increase in net earnings of $341 million, or 88%. The increase in net earnings for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was due primarily to an increase in gross margin of $390 million and business interruption insurance recoveries of $50 million related to the November 2025 incident at our Yazoo City complex. These factors that increased net earnings attributable to common stockholders were partially offset by a higher income tax provision in the second quarter of 2026 compared to the second quarter of 2025 and an asset impairment charge of $23 million related to our Yazoo City complex. Business interruption insurance recoveries and asset impairment charges related to our Yazoo City complex are discussed further below in “Items Affecting Comparability of Results.”

Current wording

We reported net earnings attributable to common stockholders of $436 million for the three months ended September 30, 2026 compared to $353 million for the three months ended September 30, 2025, an increase in net earnings of $83 million, or 24%. The increase in net earnings for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was due primarily to an increase in gross margin of $88 million and business interruption insurance recoveries of $62 million related to the November 2025 incident at our Yazoo City complex, partially offset by an increase in interest expense—net of $58 million. Insurance recoveries related to our Yazoo City complex are discussed further below in “Items Affecting Comparability of Results—Yazoo City incident.” Increases in interest expense and interest income pertain to the U.S. Canadian transfer pricing matter described in “Items Affecting Comparability of Results—Transfer pricing reserves,” below.

Previous wording

Diluted net earnings per share attributable to common stockholders increased $2.36 per share, or 100%, to $4.73 per share in the second quarter of 2026 compared to $2.37 per share in the second 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 153.9 million shares for the three months ended June 30, 2026, a decrease of 6% compared to diluted weighted-average common shares outstanding of 163.1 million shares for the three months ended June 30, 2025.

Current wording

Diluted net earnings per share attributable to common stockholders increased $0.68 per share, or 31%, to $2.87 per share in the third quarter of 2026 compared to $2.19 per share in the third 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 151.6 million shares for the three months ended September 30, 2026, a decrease of 6% compared to diluted weighted-average common shares outstanding of 161.2 million shares for the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $727 million and $386 million, respectively. For the six months ended June 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $1.34 billion and $698 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 and six months ended June 30, 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.

Current wording

For the three months ended September 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $436 million and $353 million, respectively. For the nine months ended September 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $1.78 billion and $1.05 billion, 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 and nine months ended September 30, 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 (income) expense—net in our consolidated statements of operations.

Current wording

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

Previous wording

(4)Included in U.K. operations restructuring in our consolidated statement of operations.

Current wording

(5)Included in U.K. operations restructuring in our consolidated statement 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 June 30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $2 million. In the six months ended June 30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $5 million compared to a loss of $2 million in the six months ended June 30, 2025.

Current 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, 2026, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $2 million compared to a gain of $1 million for the three months ended September 30, 2025. In the nine months ended September 30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $3 million compared to a loss of $1 million in the nine months ended September 30, 2025.

Previous wording

Loss (gain) on foreign currency transactions

Current wording

(Gain) loss on foreign currency transactions

Previous wording

In the three months ended June 30, 2026, we recognized a loss on foreign currency transactions of $2 million compared to a gain of $3 million in the three months ended June 30, 2025. In the six months ended June 30, 2026, we recognized a loss on foreign currency transactions of $5 million compared to a gain of $1 million in the six months ended June 30, 2025. Loss (gain) 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 September 30, 2025, we recognized a $4 million gain on foreign currency transactions. In the nine months ended September 30, 2026, we recognized a loss on foreign currency transactions of $5 million compared to a gain of $5 million in the nine months ended September 30, 2025. (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.

Previous wording

In the first quarter of 2025, our previously decommissioned Ince, U.K. facility was sold, including certain liabilities assumed by the buyer. As a result, we recognized a loss of $23 million, which was reflected in U.K. operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025.

Current wording

In the first quarter of 2025, our previously decommissioned Ince, U.K. facility was sold, including certain liabilities assumed by the buyer. As a result, we recognized a loss of $23 million, which was reflected in U.K. operations restructuring in our consolidated statement of operations for the nine months ended September 30, 2025.

Previous wording

In the first quarter of 2026, we recognized $25 million of insurance recoveries related to property damage incurred in connection with the Yazoo City incident, which are included in insurance recoveries—property damage in our consolidated statement of operations for the six months ended June 30, 2026. In addition, in the second quarter of 2026, we recognized $50 million of insurance recoveries related to business interruption, which are included in insurance recoveries—business interruption in our consolidated statements of operations for the three and six months ended June 30, 2026. See Note 6—Property, Plant and Equipment—Net for additional information.

Current wording

In the second quarter of 2026, we recognized $50 million of insurance recoveries related to business interruption, which are included in insurance recoveries—business interruption in our consolidated statements of operations for the nine months ended September 30, 2026. In the third quarter of 2026, we received $62 million of additional business interruption insurance recoveries, which are included in insurance recoveries—business interruption in our consolidated statements of operations for the three and nine months ended September 30, 2026.

Previous wording

In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant and expects production of ammonia, ANS, nitric acid, UAN and urea liquor to resume in the first half of 2027. As a result of the approved plan, certain equipment will no longer provide future economic benefit, and we recorded an impairment charge of $23 million in the second quarter of 2026.

Current wording

In the second quarter of 2026, management approved a plan to rebuild the Yazoo City plant for the production of ammonia, ANS, nitric acid, UAN and urea liquor. As a result of the approved plan, certain equipment will no longer provide future economic benefit, and we recorded an impairment charge of $23 million in the second quarter of 2026, which is reflected in asset impairment in our consolidated statement of operations for the nine months ended September 30, 2026. We expect production at our Yazoo City plant to resume in the first half of 2027.

Previous wording

Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026. Accordingly, we recognized a gain of approximately $170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the six months ended June 30, 2026.

Current wording

Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026. Accordingly, we recognized a gain of approximately $170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the nine months ended September 30, 2026.

Previous 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 three and six months ended June 30, 2026, we earned 45Q Tax Credits of approximately $19 million and $43 million, respectively, which are recorded in other operating (income) expense—net in our consolidated statements of operations. See “Overview of CF Holdings—Our Strategy,” above, for additional information related to our clean energy initiatives.

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, we began earning 45Q Tax Credits, which are recorded in other operating income—net in our consolidated statements of operations. In the nine months ended September 30, 2026, we earned 45Q Tax Credits of approximately $62 million compared to $20 million in the nine months ended September 30, 2025. In the three months ended September 30, 2026 and 2025, we earned 45Q Tax Credits of approximately $19 million and $20 million, respectively. See “Overview of CF Holdings—Our Strategy,” above, for additional information related to our clean energy initiatives.

Previous wording

In the three and six months ended June 30, 2026, the Blue Point One joint venture incurred development costs that were not eligible for capitalization of $7 million and $9 million, respectively, compared to $2 million in both the three and six months ended June 30, 2025. These development costs 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 One joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point One joint venture.

Current wording

In the three and nine months ended September 30, 2026, the Blue Point One joint venture incurred development costs that were not eligible for capitalization of $10 million and $19 million, respectively, compared to $2 million and $4 million, respectively, in the three and nine months ended September 30, 2025. These development costs 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 One joint venture,” above, and Note 13—Variable Interest Entity, for additional information on the Blue Point One joint venture.

Previous wording

The following table presents our consolidated results of operations for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents our consolidated results of operations for the three and nine months ended September 30, 2026 and 2025:

Previous wording

The following table presents certain supplemental data for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents certain supplemental data for the three and nine months ended September 30, 2026 and 2025: