CF Industries SEC Filings

CF Industries Holdings, Inc. announced that its subsidiary CF Industries, Inc. completed a public debt offering of $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2035. These Notes are fully and unconditionally guaranteed on a senior unsecured basis by the parent company, adding its credit support to the issue.

The Notes were issued under an existing Indenture and a new Supplemental Indenture that include covenants limiting certain liens and sale-leaseback transactions and setting conditions for mergers or consolidations. The Notes may be redeemed at the issuer’s option, in whole or in part, at specified redemption prices. The debt was sold via an underwriting agreement with Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc. under an effective shelf registration statement.

CF Industries Holdings, Inc. and CF Industries, Inc. filed an automatic shelf registration statement on Form S-3, allowing them to offer, from time to time after effectiveness, an indeterminate amount of securities. CF Holdings may offer common stock, preferred stock, depositary shares, debt securities, guarantees of CF Industries’ debt, warrants, stock purchase contracts, and stock purchase units. CF Industries may offer debt securities fully and unconditionally guaranteed by CF Holdings.

Net proceeds from any future takedown will be used for general corporate purposes, as specified in the applicable prospectus supplement. CF Holdings’ common stock trades on the NYSE under “CF.”

CF Industries (CF) reported stronger Q3 2025 results. Net sales were $1,659 million versus $1,370 million a year ago, and gross margin rose to $632 million from $444 million. Operating earnings increased to $580 million from $364 million, with diluted EPS of $2.19 compared to $1.55. Segment performance was broad-based: UAN net sales reached $517 million, Ammonia $457 million, Granular Urea $423 million, AN $122 million, and Other $140 million.

Year to date, net sales were $5,212 million versus $4,412 million, and operating cash flow was $2,213 million. Cash and cash equivalents were $1,838 million, long-term debt was $2,974 million, and customer advances stood at $477 million. The company repurchased 12.5 million shares for $1.00 billion in the first nine months and closed its 2022 program, commencing the 2025 authorization. A new $750 million revolving credit facility maturing in 2030 was put in place with full availability as of quarter end. CF consolidated the Blue Point low‑carbon ammonia joint venture as a variable interest entity, with $534 million of assets and $88 million of liabilities included. Shares outstanding were 155,974,644 as of November 3, 2025.

CF Industries Holdings, Inc. announced it will host a conference call on November 6, 2025 to discuss results for the quarter ended September 30, 2025. Management will use the investor presentation furnished as Exhibit 99.1, dated November 5, 2025.

The company noted that the information in this report, including the exhibit, is being furnished and is not deemed “filed” under the Exchange Act, nor incorporated by reference into Securities Act filings unless specifically stated.

CF Industries Holdings, Inc. furnished an 8-K stating it issued a press release announcing results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.

The company notes the information, including the exhibit, is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference under the Securities Act unless specifically referenced.

CF Industries delivered solid top-line growth for the quarter ended 30 Jun 2025: net sales rose 20% YoY to $1.89 bn on stronger volumes and pricing across Ammonia (+20%) and UAN (+28%). Gross margin expanded 11% to $755 m while operating earnings were broadly flat at $648 m. A higher effective tax rate (22.4% vs 19.5%) and a 33% jump in SG&A trimmed bottom-line growth; net income attributable to common shareholders declined 8% to $386 m. However, the share count fell 11% due to aggressive buybacks, lifting diluted EPS 3% to $2.37.

For the first six months, revenue increased 17% to $3.55 bn and net income to common rose 14% to $698 m, driving YTD EPS to $4.20 (+27%). Operating cash flow improved 25% to $1.15 bn, funding $377 m of capex and $636 m of share repurchases. Cash and equivalents closed at $1.69 bn; leverage remained low with long-term debt steady at $2.97 bn and the $750 m revolver undrawn. Strategically, the Donaldsonville carbon-capture unit (2 Mt CO₂/yr) entered service in July and a new Blue Point joint venture (40% CF stake) was formed to build a $3.7 bn low-carbon ammonia plant targeting 2029 start-up. These projects, together with continued supply-contract amortization ($15 m YTD), position CF to meet emerging clean-energy demand while supporting shareholder returns.