[10-Q] CF Industries Holdings, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

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.

Insights

Equity analyst

CF delivered broad-based Q3 growth with strong cash generation.

CF Industries posted Q3 net sales of $1,659M and diluted EPS of $2.19, up from $1,370M and $1.55 in 2024. Gross margin expanded to $632M, reflecting higher contribution from UAN ($517M sales), Ammonia ($457M), and Granular Urea ($423M).

Year to date, operating cash flow reached $2,213M, supporting $1.00B of share repurchases and capex, while period-end cash was $1,838M. Leverage remains contained with long-term debt at $2,974M. The new $750M revolver (matures 2030) was undrawn at quarter end.

Strategically, the Blue Point JV is consolidated as a VIE (assets $534M), and the Waggaman supply contract liability amortized $8M in Q3. Actual impact from JV build and CCS projects will depend on execution and market conditions; subsequent filings may provide timing and capital details.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)
☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR
☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                               to

Commission file number 001-32597

CF INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-2697511

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2375 Waterview Drive

60062

Northbrook, Illinois

(Zip Code)

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (847) 405-2400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

common stock, par value $0.01 per share

CF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

155,974,644 shares of the registrant’s common stock, par value $0.01 per share, were outstanding at November 3, 2025.

Table of Contents

CF INDUSTRIES HOLDINGS, INC.

TABLE OF CONTENTS

PART I.			Financial Information
			Item 1.			Financial Statements (unaudited)
						Consolidated Statements of Operations			1
						Consolidated Statements of Comprehensive Income			2
						Consolidated Balance Sheets			3
						Consolidated Statements of Equity			4
						Consolidated Statements of Cash Flows			6
						Notes to Unaudited Consolidated Financial Statements			7
			Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			50
			Item 4.			Controls and Procedures			50
PART II.			Other Information
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			51
			Item 5.			Other Information			51
			Item 6.			Exhibits			51

Table of Contents

CF INDUSTRIES HOLDINGS, INC.

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

			Three months ended   September 30,												Nine months ended   September 30,
			2025						2024						2025						2024
			(in millions, except per share amounts)
Net sales			$	1,659					$	1,370					$	5,212					$	4,412
Cost of sales			1,027						926						3,253						2,880
Gross margin			632						444						1,959						1,532
Selling, general and administrative expenses			88						78						273						242
U.K. operations restructuring			—						—						23						—
Integration costs			—						—						—						4
Other operating—net			(30)						4						(8)						(18)
Total other operating costs and expenses			58						82						288						228
Equity in earnings of operating affiliate			6						2						12						1
Operating earnings			580						364						1,683						1,305
Interest expense			41						—						114						74
Interest income			(23)						(32)						(57)						(90)
Other non-operating—net			(3)						(4)						(11)						(8)
Earnings before income taxes			565						400						1,637						1,329
Income tax provision			105						59						334						244
Net earnings			460						341						1,303						1,085
Less: Net earnings attributable to noncontrolling interests			107						65						252						195
Net earnings attributable to common stockholders			$	353					$	276					$	1,051					$	890
Net earnings per share attributable to common stockholders:
Basic			$	2.19					$	1.55					$	6.40					$	4.87
Diluted			$	2.19					$	1.55					$	6.39					$	4.86
Weighted-average common shares outstanding:
Basic			161.0						178.4						164.2						182.9
Diluted			161.2						178.6						164.3						183.1
Dividends declared per common share			$	0.50					$	0.50					$	1.50					$	1.50

See accompanying Notes to Unaudited Consolidated Financial Statements.

1

Table of Contents

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

			Three months ended   September 30,												Nine months ended   September 30,
			2025						2024						2025						2024
			(in millions)
Net earnings			$	460					$	341					$	1,303					$	1,085
Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes			(30)						27						55						5
Defined benefit plans—net of taxes			1						(4)						(6)						(5)
			(29)						23						49						—
Comprehensive income			431						364						1,352						1,085
Less: Comprehensive income attributable to noncontrolling interests			107						65						252						195
Comprehensive income attributable to common stockholders			$	324					$	299					$	1,100					$	890

See accompanying Notes to Unaudited Consolidated Financial Statements.

2

Table of Contents

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

			(Unaudited)
			September 30,  2025						December 31,  2024
			(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents (amount related to variable interest entity (VIE)—2025: $233)			$	1,838					$	1,614
Accounts receivable—net			602						404
Inventories			367						314
Prepaid income taxes			125						145
Other current assets			46						43
Total current assets			2,978						2,520
Property, plant and equipment—net (amount related to VIE—2025: $301)			6,832						6,735
Investment in affiliate			35						29
Goodwill			2,492						2,492
Intangible assets—net			480						507
Operating lease right-of-use assets			413						266
Other assets			973						917
Total assets			$	14,203					$	13,466
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses (amount related to VIE—2025: $87)			$	716					$	603
Income taxes payable			1						2
Customer advances			477						118
Current operating lease liabilities			108						86
Other current liabilities			8						9
Total current liabilities			1,310						818
Long-term debt			2,974						2,971
Deferred income taxes			887						871
Operating lease liabilities			314						189
Supply contract liability			701						724
Other liabilities (amount related to VIE—2025: $1)			322						301
Equity:
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized			—						—
Common stock—$0.01 par value, 500,000,000 shares authorized, 2025—161,978,419 shares issued and 2024—170,237,254 shares issued			2						2
Paid-in capital			1,252						1,284
Retained earnings			4,195						4,009
Treasury stock—at cost, 2025—4,291,119 shares and 2024—354,264 shares			(369)						(30)
Accumulated other comprehensive loss			(231)						(280)
Total stockholders’ equity			4,849						4,985
Noncontrolling interests			2,846						2,607
Total equity			7,695						7,592
Total liabilities and equity			$	14,203					$	13,466

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

			Common Stockholders
			$0.01 Par Value Common Stock						Treasury Stock						Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity						Noncontrolling Interests						Total Equity
			(in millions, except per share amounts)
Balance as of June 30, 2025			$	2					$	—					$	1,239					$	3,924					$	(202)					$	4,963					$	2,858					$	7,821
Net earnings			—						—						—						353						—						353						107						460
Other comprehensive loss			—						—						—						—						(29)						(29)						—						(29)
Purchases of treasury stock			—						(369)						—						—						—						(369)						—						(369)
Stock-based compensation expense			—						—						13						—						—						13						—						13
Dividends and dividend equivalents ($0.50 per share)			—						—						—						(82)						—						(82)						—						(82)
Contributions from noncontrolling interests			—						—						—						—						—						—						56						56
Distribution declared to noncontrolling interest			—						—						—						—						—						—						(175)						(175)
Balance as of September 30, 2025			$	2					$	(369)					$	1,252					$	4,195					$	(231)					$	4,849					$	2,846					$	7,695
Balance as of December 31, 2024			$	2					$	(30)					$	1,284					$	4,009					$	(280)					$	4,985					$	2,607					$	7,592
Net earnings			—						—						—						1,051						—						1,051						252						1,303
Other comprehensive income			—						—						—						—						49						49						—						49
Purchases of treasury stock			—						(1,011)						—						—						—						(1,011)						—						(1,011)
Retirement of treasury stock			—						683						(66)						(617)						—						—						—						—
Acquisition of treasury stock under employee stock plans			—						(13)						—						—						—						(13)						—						(13)
Issuance of $0.01 par value common stock under employee stock plans			—						2						(1)						—						—						1						—						1
Stock-based compensation expense			—						—						35						—						—						35						—						35
Dividends and dividend equivalents ($1.50 per share)			—						—						—						(248)						—						(248)						—						(248)
Contributions from noncontrolling interests			—						—						—						—						—						—						291						291
Distributions declared to noncontrolling interest			—						—						—						—						—						—						(304)						(304)
Balance as of September 30, 2025			$	2					$	(369)					$	1,252					$	4,195					$	(231)					$	4,849					$	2,846					$	7,695

(Continued)

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)

			Common Stockholders
			$0.01 Par Value Common Stock						Treasury Stock						Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity						Noncontrolling Interest						Total Equity
			(in millions, except per share amounts)
Balance as of June 30, 2024			$	2					$	(15)					$	1,345					$	4,360					$	(232)					$	5,460					$	2,642					$	8,102
Net earnings			—						—						—						276						—						276						65						341
Other comprehensive income			—						—						—						—						23						23						—						23
Purchases of treasury stock			—						(481)						—						—						—						(481)						—						(481)
Retirement of treasury stock			—						15						(1)						(14)						—						—						—						—
Acquisition of treasury stock under employee stock plans			—						(2)						—						—						—						(2)						—						(2)
Stock-based compensation expense			—						—						7						—						—						7						—						7
Dividends and dividend equivalents ($0.50 per share)			—						—						—						(89)						—						(89)						—						(89)
Distribution declared to noncontrolling interest			—						—						—						—						—						—						(164)						(164)
Balance as of September 30, 2024			$	2					$	(483)					$	1,351					$	4,533					$	(209)					$	5,194					$	2,543					$	7,737
Balance as of December 31, 2023			$	2					$	—					$	1,389					$	4,535					$	(209)					$	5,717					$	2,656					$	8,373
Net earnings			—						—						—						890						—						890						195						1,085
Purchases of treasury stock			—						(1,140)						—						—						—						(1,140)						—						(1,140)
Retirement of treasury stock			—						680						(63)						(617)						—						—						—						—
Acquisition of treasury stock under employee stock plans			—						(25)						—						—						—						(25)						—						(25)
Issuance of $0.01 par value common stock under employee stock plans			—						2						(1)						—						—						1						—						1
Stock-based compensation expense			—						—						26						—						—						26						—						26
Dividends and dividend equivalents ($1.50 per share)			—						—						—						(275)						—						(275)						—						(275)
Distributions declared to noncontrolling interest			—						—						—						—						—						—						(308)						(308)
Balance as of September 30, 2024			$	2					$	(483)					$	1,351					$	4,533					$	(209)					$	5,194					$	2,543					$	7,737

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

			Nine months ended   September 30,
			2025						2024
			(in millions)
Operating Activities:
Net earnings			$	1,303					$	1,085
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			670						704
Deferred income taxes			13						(69)
Stock-based compensation expense			35						26
Unrealized net loss (gain) on natural gas derivatives			1						(33)
Gain on sale of emission credits			(8)						(47)
Loss on disposal of property, plant and equipment			2						7
Loss on sale of Ince facility			23						—
Undistributed earnings of affiliate—net of taxes			(7)						(1)
Changes in assets and liabilities:
Accounts receivable—net			(215)						2
Inventories			(54)						(9)
Accrued and prepaid income taxes			19						23
Accounts payable and accrued expenses			60						(9)
Customer advances			358						218
Other—net			13						(46)
Net cash provided by operating activities			2,213						1,851
Investing Activities:
Additions to property, plant and equipment			(724)						(321)
Purchase of Waggaman ammonia production facility			—						2
Proceeds from sale of property, plant and equipment			6						—
Proceeds from sale of Ince facility			4						—
Proceeds from sale of investments held in nonqualified employee benefit trust			—						1
Purchase of emission credits			(1)						(2)
Proceeds from sale of emission credits			8						47
Net cash used in investing activities			(707)						(273)
Financing Activities:
Financing fees			(1)						—
Dividends paid on common stock			(248)						(278)
Contributions from noncontrolling interests			291						—
Distributions to noncontrolling interest			(304)						(308)
Purchases of treasury stock			(1,020)						(1,134)
Proceeds from issuances of common stock under employee stock plans			1						2
Cash paid for shares withheld for taxes			(14)						(25)
Net cash used in financing activities			(1,295)						(1,743)
Effect of exchange rate changes on cash and cash equivalents			13						10
Increase (decrease) in cash and cash equivalents			224						(155)
Cash and cash equivalents at beginning of period			1,614						2,032
Cash and cash equivalents at end of period			$	1,838					$	1,877

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   Background and Basis of Presentation

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.

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.

The accompanying unaudited interim consolidated financial statements of CF Holdings include the accounts of CF Industries, all of CF Holdings’ majority-owned subsidiaries and a variable interest entity of which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. See Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information.

The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2024, in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that may significantly affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves, including any related interest and penalties, and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans, and the valuation of stock-based compensation awards granted to employees.

2.   New Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and may be applied on a prospective or retrospective basis. We intend to adopt ASU No. 2023-09 using a retrospective approach beginning with the consolidated financial statements that will be included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025. We do not expect the adoption will have a material impact on our income tax disclosures.

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In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosure, within the footnotes to the financial statements, of specified costs and expenses disaggregated from the amounts presented on consolidated statements of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

3.   Revenue Recognition

We track our revenue by product and by geography. See Note 15—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and nine months ended September 30, 2025 and 2024:

			Ammonia						Granular Urea						UAN						AN						Other						Total
			(in millions)
Three months ended September 30, 2025
North America			$	330					$	423					$	406					$	49					$	120					$	1,328
Europe and other			127						—						111						73						20						331
Total revenue			$	457					$	423					$	517					$	122					$	140					$	1,659
Three months ended September 30, 2024
North America			$	297					$	328					$	313					$	53					$	94					$	1,085
Europe and other			56						60						93						53						23						285
Total revenue			$	353					$	388					$	406					$	106					$	117					$	1,370
Nine months ended September 30, 2025
North America			$	1,111					$	1,409					$	1,372					$	153					$	342					$	4,387
Europe and other			357						—						225						187						56						825
Total revenue			$	1,468					$	1,409					$	1,597					$	340					$	398					$	5,212
Nine months ended September 30, 2024
North America			$	961					$	1,180					$	1,108					$	152					$	310					$	3,711
Europe and other			203						72						198						166						62						701
Total revenue			$	1,164					$	1,252					$	1,306					$	318					$	372					$	4,412

As of September 30, 2025 and December 31, 2024, we had $477 million and $118 million, respectively, in customer advances on our consolidated balance sheets. During the nine months ended September 30, 2025 and 2024, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of September 30, 2025 and December 31, 2024 were not material.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract. As of September 30, 2025, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $2.3 billion. We expect to recognize approximately 8% of these performance obligations as revenue in the remainder of 2025, approximately 43% as revenue during 2026-2028, approximately 16% as revenue during 2029-2031, and the remainder as revenue thereafter. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $1.2 billion as of September 30, 2025. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2024 will be satisfied in 2025.

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Supply Contract Liability

In connection with our December 1, 2023 acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc. (the Supply Contract). The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. As a result, we recorded an intangible liability with an acquisition date fair value of $757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years. For both the three months ended September 30, 2025 and 2024, we amortized $8 million of the Supply Contract liability into net sales. For both the nine months ended September 30, 2025 and 2024, we amortized $23 million of the Supply Contract liability into net sales. As of September 30, 2025 and December 31, 2024, we had $701 million and $724 million, respectively, in Supply Contract liability on our consolidated balance sheets. Estimated amortization of the Supply Contract liability for the remainder of 2025 is approximately $7 million and for each of the fiscal years 2026 to 2030 is approximately $30 million.

4.   Net Earnings Per Share

Net earnings per share were computed as follows:

			Three months ended   September 30,												Nine months ended   September 30,
			2025						2024						2025						2024
			(in millions, except per share amounts)
Net earnings attributable to common stockholders			$	353					$	276					$	1,051					$	890
Basic earnings per common share:
Weighted-average common shares outstanding			161.0						178.4						164.2						182.9
Net earnings attributable to common stockholders			$	2.19					$	1.55					$	6.40					$	4.87
Diluted earnings per common share:
Weighted-average common shares outstanding			161.0						178.4						164.2						182.9
Dilutive common shares—stock-based awards			0.2						0.2						0.1						0.2
Diluted weighted-average common shares outstanding			161.2						178.6						164.3						183.1
Net earnings attributable to common stockholders			$	2.19					$	1.55					$	6.39					$	4.86

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024.

5.   Inventories

Inventories consist of the following:

			September 30,  2025						December 31,  2024
			(in millions)
Finished goods			$	310					$	263
Raw materials, spare parts and supplies			57						51
Total inventories			$	367					$	314

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6.   Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:

			September 30,  2025						December 31,  2024
			(in millions)
Land			$	109					$	114
Machinery and equipment			13,961						13,801
Buildings and improvements			1,044						1,011
Construction in progress			725						482
Property, plant and equipment(1)			15,839						15,408
Less: Accumulated depreciation and amortization			9,007						8,673
Property, plant and equipment—net			$	6,832					$	6,735

_______________________________________________________________________________

(1)As of September 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $164 million and $101 million, respectively. As of September 30, 2024 and December 31, 2023, we had property, plant and equipment that was accrued but unpaid of $122 million and $68 million, respectively.

Depreciation and amortization related to property, plant and equipment was $215 million and $665 million for the three and nine months ended September 30, 2025, respectively, and $229 million and $701 million for the three and nine months ended September 30, 2024, respectively.

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to plant turnarounds are capitalized in property, plant and equipment when incurred.

Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts. Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds. Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.

The following is a summary of capitalized plant turnaround costs:

			Nine months ended   September 30,
			2025						2024
			(in millions)
Net capitalized plant turnaround costs as of January 1			$	363					$	352
Additions			183						120
Depreciation			(113)						(134)
Net capitalized plant turnaround costs as of September 30			$	433					$	338

United Kingdom Operations

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. For property, plant and equipment within the Ince, U.K. asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method. However, given that a secondary market did not exist and the assets had been idled with a planned abandonment and therefore would not generate future cash flows from operations, we estimated the fair value of the asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value utilizing industry recognized price publications. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned.

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

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7.   Equity Method Investment

We have a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment. As of September 30, 2025, the total carrying value of our equity method investment in PLNL was $35 million.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $45 million and $100 million for the three and nine months ended September 30, 2025, respectively, and $22 million and $68 million for the three and nine months ended September 30, 2024, respectively.

8.   Fair Value Measurements

Our cash and cash equivalents and other investments consist of the following:

			September 30, 2025
			Cost Basis						Unrealized Gains						Unrealized Losses						Fair Value
			(in millions)
Cash			$	439					$	—					$	—					$	439
Cash equivalents:
U.S. and Canadian government obligations			366						—						—						366
Other debt securities			1,033						—						—						1,033
Total cash and cash equivalents			$	1,838					$	—					$	—					$	1,838
Nonqualified employee benefit trusts			15						3						—						18

			December 31, 2024
			Cost Basis						Unrealized Gains						Unrealized Losses						Fair Value
			(in millions)
Cash			$	168					$	—					$	—					$	168
Cash equivalents:
U.S. and Canadian government obligations			932						—						—						932
Other debt securities			514						—						—						514
Total cash and cash equivalents			$	1,614					$	—					$	—					$	1,614
Nonqualified employee benefit trusts			15						2						—						17

Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations and also in bank deposits. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of September 30, 2025 and December 31, 2024 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

			September 30, 2025
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash equivalents			$	1,399					$	1,399					$	—					$	—
Nonqualified employee benefit trusts			18						18						—						—
Derivative assets			4						—						4						—
Derivative liabilities			(4)						—						(4)						—

			December 31, 2024
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash equivalents			$	1,446					$	1,446					$	—					$	—
Nonqualified employee benefit trusts			17						17						—						—
Derivative assets			4						—						4						—
Derivative liabilities			(3)						—						(3)						—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. As of September 30, 2025 and December 31, 2024, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party.

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Financial Instruments

The carrying amount and estimated fair value of our financial instruments are as follows:

			September 30, 2025												December 31, 2024
			Carrying Amount						Fair Value						Carrying Amount						Fair Value
			(in millions)
Long-term debt			$	2,974					$	2,923					$	2,971					$	2,827

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

The carrying amounts of cash and cash equivalents, as well as any instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

9.   Income Taxes

For the three months ended September 30, 2025, we recorded an income tax provision of $105 million on pre-tax income of $565 million, or an effective tax rate of 18.6%, compared to an income tax provision of $59 million on pre-tax income of $400 million, or an effective tax rate of 14.8%, for the three months ended September 30, 2024. For the three months ended September 30, 2024, our income tax provision included a $9 million income tax benefit arising from the finalization of tax return filing positions.

For the nine months ended September 30, 2025, we recorded an income tax provision of $334 million on pre-tax income of $1.64 billion, or an effective tax rate of 20.4%, compared to an income tax provision of $244 million on pre-tax income of $1.33 billion, or an effective tax rate of 18.4%, for the nine months ended September 30, 2024.

Our income tax provision for the nine months ended September 30, 2025 includes $21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate for the nine months ended September 30, 2025 by 1.3 percentage points.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended September 30, 2025 of 18.6%, which is based on pre-tax income of $565 million, including $107 million of earnings attributable to the noncontrolling interests, would be 4.3 percentage points higher if based on pre-tax income exclusive of the $107 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended September 30, 2024 of 14.8%, which is based on pre-tax income of $400 million, including $65 million of earnings attributable to the noncontrolling interest, would be 2.9 percentage points higher if based on pre-tax income exclusive of the $65 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the nine months ended September 30, 2025 of 20.4%, which is based on pre-tax income of $1.64 billion, including $252 million of earnings attributable to the noncontrolling interests, would be 3.7 percentage points higher if based on pre-tax income exclusive of the $252 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the nine months ended September 30, 2024 of 18.4%, which is based on pre-tax income of $1.33 billion, including $195 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $195 million of earnings attributable to the noncontrolling interest.

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Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006-2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA). In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011. Based on current estimates and foreign currency exchange rates as of September 30, 2024, the interest relief from the CRA and Alberta TRA was estimated to be approximately $40 million, consisting of interest refunds of $37 million and related interest of $3 million. As a result, in the third quarter of 2024, we recognized a $37 million reduction in interest expense and $3 million of interest income in our consolidated statement of operations.

10.   Financing Agreements

Revolving Credit Agreement

On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (the Prior Credit Agreement). The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030 and has a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement. CF Industries may designate as borrowers one or more wholly-owned subsidiaries that are organized in the United States or any state thereof, the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement, the administrative agent and CF Industries.

Borrowings under the Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin. We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.

As of September 30, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. In addition, there were no borrowings outstanding under the Revolving Credit Agreement during the nine months ended September 30, 2025. There were no borrowings outstanding under the Prior Credit Agreement as of December 31, 2024, or during the nine months ended September 30, 2025 or 2024.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant. As of September 30, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $425 million of letters of credit. As of September 30, 2025, approximately $334 million of letters of credit were outstanding under this agreement.

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Senior Notes

Long-term debt presented on our consolidated balance sheets as of September 30, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:

			Effective Interest Rate						September 30, 2025												December 31, 2024
									Principal Outstanding						Carrying Amount(1)						Principal Outstanding						Carrying Amount(1)
									(in millions)
Public Senior Notes:
5.150% due March 2034			5.293%						$	750					$	743					$	750					$	742
4.950% due June 2043			5.040%						750						742						750						742
5.375% due March 2044			5.478%						750						741						750						741
Senior Secured Notes:
4.500% due December 2026(2)			4.783%						750						748						750						746
Total long-term debt									$	3,000					$	2,974					$	3,000					$	2,971

_______________________________________________________________________________

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $5 million and $6 million as of September 30, 2025 and December 31, 2024, respectively, and total deferred debt issuance costs were $21 million and $23 million as of September 30, 2025 and December 31, 2024, respectively. 

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 (the Public Senior Notes) and the 4.500% senior secured notes due December 2026 (the 2026 Notes), each series of notes is guaranteed by CF Holdings.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

11.   Interest Expense

Details of interest expense are as follows:

			Three months ended   September 30,												Nine months ended   September 30,
			2025						2024						2025						2024
			(in millions)
Interest on borrowings(1)			$	37					$	37					$	112					$	112
Fees on financing agreements and other(1)(2)			4						3						8						7
Interest on tax liabilities(3)			3						(37)						3						(37)
Interest capitalized			(3)						(3)						(9)						(8)
Total interest expense			$	41					$	—					$	114					$	74

_______________________________________________________________________________

(1)See Note 10—Financing Agreements for additional information.

(2)Includes interest expense on a finance lease at one of our complexes.

(3)See Note 9—Income Taxes for additional information.

12.   Variable Interest Entity

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.

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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 carbon dioxide (CO2) dehydration and compression unit to prepare captured CO2 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.

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.

In addition, we will build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading.

We determined that the Blue Point joint venture is a variable interest entity (VIE) of which we are the primary beneficiary. We have a significant variable interest in the Blue Point joint venture through our 40% equity interest. We are considered the primary beneficiary of the VIE as we have both the power to direct the day-to-day operations of the low-carbon ammonia production facility, which are the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40% equity interest. 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.

The table below summarizes the assets and liabilities of the Blue Point joint venture included in our consolidated balance sheet as of September 30, 2025:

						September 30,   2025
			(in millions)
Assets
Cash and cash equivalents						$	233
Property, plant and equipment—net						301
Total assets						$	534
Liabilities
Accounts payable and accrued expenses						$	87
Other liabilities						1
Total liabilities						$	88

As of September 30, 2025, all assets of the Blue Point joint venture can only be used to settle the obligations of the Blue Point joint venture. In addition, as of September 30, 2025, all liabilities of the Blue Point joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings.

CF Holdings has provided guarantees for certain financial commitments of the Blue Point joint venture to several third-party vendors; however, as of September 30, 2025, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

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13.   Noncontrolling Interests

We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings. CHS’ equity interest represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. We also have a 40% ownership interest in the Blue Point joint venture. JERA and Mitsui own the remaining membership interests. See Note 12—Variable Interest Entity for additional information on the Blue Point joint venture.

For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point joint venture are consolidated into our financial statements. CHS’ interest in CFN and each of JERA’s and Mitsui’s interests in the Blue Point joint venture are recorded in noncontrolling interests in our consolidated financial statements.

A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to the noncontrolling interests in our consolidated balance sheets is provided below.

			2025																		2024
			CFN						Blue Point						Total						CFN
			(in millions)
Noncontrolling interests:
Balance as of January 1			$	2,607					$	—					$	2,607					$	2,656
Issuance of noncontrolling interests in Blue Point Number One, LLC			—						291						291						—
Earnings attributable to noncontrolling interests			246						6						252						195
Declaration of distributions payable			(304)						—						(304)						(308)
Balance as of September 30			$	2,549					$	297					$	2,846					$	2,543
Distributions payable to noncontrolling interest:
Balance as of January 1			$	—					$	—					$	—					$	—
Declaration of distributions payable			304						—						304						308
Distributions to noncontrolling interest			(304)						—						(304)						(308)
Balance as of September 30			$	—					$	—					$	—					$	—

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

14.   Stockholders’ Equity

Common Stock

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock, which is effective through December 31, 2025 (the 2022 Share Repurchase Program). On May 6, 2025, the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon the completion of the 2022 Share Repurchase Program and effective through December 31, 2029 (the 2025 Share Repurchase Program). In October 2025, we completed the 2022 Share Repurchase Program and commenced repurchases under the 2025 Share Repurchase Program.

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The following table summarizes the share repurchases under the 2022 Share Repurchase Program through September 30, 2025.

			Shares						Amounts(1)
			(in millions)
Shares repurchased in 2023			5.6						$	425
Shares repurchased in 2024:
First quarter			4.3						347
Second quarter			4.0						305
Third quarter			6.1						476
Fourth quarter			4.4						385
Total shares repurchased in 2024			18.8						1,513
Shares repurchased in 2025:
First quarter			5.4						434
Second quarter			2.8						202
Third quarter			4.3						364
Total shares repurchased in 2025			12.5						1,000
Shares repurchased as of September 30, 2025			36.9						$	2,938

______________________________________________________________________________

(1)As defined in the 2022 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the nine months ended September 30, 2025, we repurchased approximately 12.5 million shares under the 2022 Share Repurchase Program for $1.00 billion, of which $5 million was accrued and unpaid as of September 30, 2025. In the nine months ended September 30, 2025, we retired approximately 8.7 million shares of repurchased stock, and we held 4.3 million shares of treasury stock as of September 30, 2025.

In the nine months ended September 30, 2024, we repurchased approximately 14.4 million shares under the 2022 Share Repurchase Program for $1.13 billion, and we retired approximately 8.5 million shares of repurchased stock.

Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:

			Foreign Currency Translation Adjustment												Unrealized Gain on Derivatives						Defined Benefit Plans						Accumulated Other Comprehensive Income (Loss)
			(in millions)
Balance as of December 31, 2024			$	(221)											$	3					$	(62)					$	(280)
Loss arising during the period			—												—						(1)						(1)
Effect of exchange rate changes and deferred taxes			55												—						(5)						50
Balance as of September 30, 2025			$	(166)											$	3					$	(68)					$	(231)
Balance as of December 31, 2023			$	(146)											$	3					$	(66)					$	(209)
Loss arising during the period			—												—						(2)						(2)
Effect of exchange rate changes and deferred taxes			5												—						(3)						2
Balance as of September 30, 2024			$	(141)											$	3					$	(71)					$	(209)

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15.   Segment Disclosures

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our chief operating decision maker (CODM) is our President and Chief Executive Officer, who uses gross margin to evaluate segment performance and allocate resources. The CODM meets periodically with other members of senior management to analyze segment performance, including comparing actual results to projected results, with consideration to the costs incurred to produce and deliver the product. In addition, our CODM uses gross margin by reportable segment to make key operating decisions, such as the determination of capital expenditures and the allocation of operating budgets, to help guide strategic decisions to align with company-wide goals. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by the CODM. The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products.

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three and nine months ended September 30, 2025 and 2024 are presented in the tables below.

			Three months ended  September 30,												Nine months ended  September 30,
			2025						2024						2025						2024
			(in millions)
Ammonia
Net sales			$	457					$	353					$	1,468					$	1,164
Cost of sales:
Natural gas, including the impact of realized derivatives(1)			99						59						317						200
Unrealized net mark-to-market loss (gain) on natural gas derivatives			—						—						1						(12)
Depreciation and amortization(2)			72						63						187						199
Distribution and storage(3)			37						39						132						118
Freight(4)			16						14						41						38
Other segment items(5)			125						95						360						326
Total cost of sales			349						270						1,038						869
Gross margin			$	108					$	83					$	430					$	295

Granular Urea
Net sales			$	423					$	388					$	1,409					$	1,252
Cost of sales:
Natural gas, including the impact of realized derivatives(1)			58						54						236						183
Unrealized net mark-to-market gain on natural gas derivatives			—						—						—						(9)
Depreciation and amortization(2)			58						72						201						217
Distribution and storage(3)			3						2						8						7
Freight(4)			6						8						25						28
Other segment items(5)			85						92						274						285
Total cost of sales			210						228						744						711
Gross margin			$	213					$	160					$	665					$	541

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			Three months ended  September 30,												Nine months ended  September 30,
			2025						2024						2025						2024
			(in millions)
UAN
Net sales			$	517					$	406					$	1,597					$	1,306
Cost of sales:
Natural gas, including the impact of realized derivatives(1)			69						54						264						176
Unrealized net mark-to-market (gain) loss on natural gas derivatives			(1)						1						—						(9)
Depreciation and amortization(2)			60						69						205						206
Distribution and storage(3)			13						15						51						47
Freight(4)			36						33						107						106
Other segment items(5)			110						100						328						287
Total cost of sales			287						272						955						813
Gross margin			$	230					$	134					$	642					$	493

AN
Net sales			$	122					$	106					$	340					$	318
Cost of sales:
Natural gas, including the impact of realized derivatives(1)			10						9						34						25
Unrealized net mark-to-market gain on natural gas derivatives			—						—						—						(1)
Depreciation and amortization(2)			10						10						28						30
Distribution and storage(3)			—						1						—						1
Freight(4)			8						7						24						21
Other segment items(5)			63						55						182						186
Total cost of sales			91						82						268						262
Gross margin			$	31					$	24					$	72					$	56

Other(6)
Net sales			$	140					$	117					$	398					$	372
Cost of sales:
Natural gas, including the impact of realized derivatives(1)			12						8						39						27
Unrealized net mark-to-market gain on natural gas derivatives			—						—						—						(2)
Depreciation and amortization(2)			17						15						47						48
Distribution and storage(3)			1						—						3						1
Freight(4)			17						15						47						44
Other segment items(5)			43						36						112						107
Total cost of sales			90						74						248						225
Gross margin			$	50					$	43					$	150					$	147

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			Three months ended  September 30,												Nine months ended  September 30,
			2025						2024						2025						2024
			(in millions)
Consolidated
Net sales			$	1,659					$	1,370					$	5,212					$	4,412
Cost of sales:
Natural gas, including the impact of realized derivatives(1)			248						184						890						611
Unrealized net mark-to-market (gain) loss on natural gas derivatives			(1)						1						1						(33)
Depreciation and amortization(2)			217						229						668						700
Distribution and storage(3)			54						57						194						174
Freight(4)			83						77						244						237
Other segment items(5)			426						378						1,256						1,191
Total cost of sales			1,027						926						3,253						2,880
Gross margin			632						444						1,959						1,532
Total other operating costs and expenses			58						82						288						228
Equity in earnings of operating affiliate			6						2						12						1
Operating earnings			$	580					$	364					$	1,683					$	1,305

_______________________________________________________________________________

(1)Natural gas costs include the impact of realized gains and losses on natural gas derivatives settled during the period.

(2)For the three months ended September 30, 2025 and 2024, depreciation and amortization does not include $9 million and $8 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For the nine months ended September 30, 2025 and 2024, depreciation and amortization does not include $25 million and $27 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For both the three months ended September 30, 2025 and 2024, depreciation and amortization does not include $8 million of amortization related to the Supply Contract liability, which is recognized in net sales. For both the nine months ended September 30, 2025 and 2024, depreciation and amortization does not include $23 million of amortization related to the Supply Contract liability, which is recognized in net sales. See Note 3—Revenue Recognition for additional information on the Supply Contract liability.

(3)Distribution and storage costs consist of the cost of freight required to transport finished products from our manufacturing facilities to our distribution facilities and the costs to operate our network of distribution facilities in North America.

(4)Freight costs consist of the costs incurred by us to deliver products from one of our plants or distribution facilities to the customer. Freight costs are generally charged to the customer and included in net sales. In situations when control of the product transfers upon loading and the customer requests that we arrange delivery of the product, the amount of freight included in net sales is considered freight revenue.

(5)Other segment items is primarily comprised of payroll, services, materials and supplies, and utilities at our manufacturing facilities.

(6)Other consists of all other products not included in our Ammonia, Granular Urea, UAN or AN segments. All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment. The following table shows the carrying amount of goodwill by reportable segment as of September 30, 2025 and December 31, 2024:

			Ammonia						Granular Urea						UAN						AN						Other						Total
			(in millions)
Goodwill as of September 30, 2025 and December 31, 2024			$	980					$	828					$	576					$	69					$	39					$	2,492

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

        You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes and our discussion and analysis of financial condition and results of operations that were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on February 20, 2025, as well as Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. The following is an outline of the discussion and analysis included herein:

•Overview of CF Holdings

•Market Conditions and Current Developments

•Financial Executive Summary

•Items Affecting Comparability of Results

•Consolidated Results of Operations

•Operating Results by Business Segment

•Liquidity and Capital Resources

•Critical Accounting Estimates

•Recent Accounting Pronouncements

•Forward-Looking Statements

Overview of CF Holdings

Our Company

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.

Our principal assets as of September 30, 2025 include:

•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);

•two Canadian manufacturing facilities located in: Medicine Hat, Alberta (the largest ammonia production complex in Canada); and Courtright, Ontario;

•a United Kingdom manufacturing facility located in Billingham;

•an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States;

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•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

•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.

Our Strategy

At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF. A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. 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.

We execute our strategy across four dimensions:

•decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;

•building new low-carbon ammonia capacity to supply emerging opportunities from power generation and marine shipping, among others;

•forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and

•collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

Decarbonizing our existing network

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia production. CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere. For each facility we have contracted with ExxonMobil to transport and permanently store the captured CO2.

At our Donaldsonville complex, the dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO2 annually that would otherwise have been emitted into the atmosphere. ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO2. The project qualifies for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO2 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.

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.

On an interim basis, ExxonMobil is storing CO2 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

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VI permits for Rose in October 2025. Beginning of storage activities at Rose also requires authorization from the Railroad Commission of Texas.

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 CO2 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 CO2 captured and disposed of in secure geological storage.

Blue Point joint venture

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.

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 CO2 dehydration and compression unit to prepare captured CO2 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.

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.

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.

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.

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 CO2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO2 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 CO2 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 CO2 captured and disposed of in secure geological storage.

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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.

Low-carbon ammonia demand

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.

Market Conditions and Current Developments

Government Policies

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.

Negotiations between the United States and several countries are ongoing that may change the magnitude, the timing or other aspects of tariffs between these countries. In addition, some of these tariffs have been the subject of litigation, which is ongoing, and may result in the elimination of, or other changes to, some tariffs. In particular, the U.S. Supreme Court is reviewing the imposition of reciprocal tariffs and tariffs on Canada and Mexico, pursuant to the International Emergency Economic Powers Act, with a decision expected in 2026.

Any of the proposed or enacted tariffs and changes to U.S. trading policies may be reinstituted, paused, removed or changed at any time and may be done unpredictably and without notice. Retaliatory tariffs or other imposition of taxes and duties on U.S. exports to trading partners may also be significant and unpredictable.

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.

U.S. Tax Legislation

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (the Act) was enacted into law. The Act makes permanent certain elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation on qualified property, and modifies several international tax provisions, including the foreign-derived intangible income deduction. The legislation has multiple effective dates, with certain provisions becoming effective in fiscal year 2025 and the majority taking effect in future years. The impacts of the Act are reflected in our results for the three months ended September 30, 2025, and did not have a material impact on our income tax expense. However, we expect certain provisions of the Act will affect the timing of cash tax payments in the current fiscal year and future periods.

Nitrogen Selling Prices

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.

In the third quarter of 2025, the average selling price for our products was $368 per ton, or 29% higher, compared to $286 per ton in the third quarter of 2024. This resulted in an increase in net sales of approximately $370 million for the third quarter of 2025 compared to 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

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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. In the nine months ended September 30, 2025, the average selling price for our products was $359 per ton, or 15% higher compared to $311 per ton in the nine months ended September 30, 2024. This resulted in an increase in net sales of approximately $657 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Nitrogen Sales Volume

Sales volume was 4.5 million tons in the third quarter of 2025 compared to 4.8 million tons in the third quarter of 2024. Lower sales volume resulted in a decrease in net sales of approximately $81 million. The decrease in sales volume was due primarily to lower supply availability entering the third quarter of 2025 for our Granular Urea and UAN segments. Sales volume in the nine months ended September 30, 2025 was 14.5 million tons compared to 14.2 million tons in the nine months ended September 30, 2024. This resulted in an increase in net sales of approximately $143 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to higher supply availability as a result of increased production in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, which was adversely impacted by production outages from a winter storm in the first quarter of 2024.

Natural Gas

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.

In the first quarter of 2025, colder-than-normal temperatures increased the demand for heating across North America, driving natural gas prices higher compared to the first quarter of 2024. Additional demand arose from liquefaction facilities in the United States running near maximum levels through the first quarter of 2025, driven by elevated global price spreads. In addition, the newly commissioned Plaquemines liquefaction facility in Louisiana increased production, adding approximately 12% to total U.S. liquefied natural gas export volumes. Due to the low natural gas price environment throughout 2024, natural gas producers were reluctant to increase supply to match the elevated demand, resulting in higher natural gas prices through the first quarter of 2025.

During the second quarter of 2025, natural gas supply increased as higher prices throughout the first quarter of 2025 gave producers an incentive to increase production. Colder-than-normal temperatures raised demand for heating but lowered power generation demand for air conditioning, holding prices between $3.00 and $4.00 per MMBtu. The tighter supply and demand balance kept average prices in the second quarter of 2025 more than $1.00 per MMBtu higher than the second quarter of 2024. U.S. liquefaction facilities continued to run at full rates during the second quarter of 2025, taking advantage of global price economics. Weekly storage injections consistently tracked above historical averages, alleviating concerns for below average levels to end the summer injection season.

During the third quarter of 2025, natural gas supply continued to increase as production from both traditional gas basins and associated gas from oil basins contributed to the growth. Gas demand was lower in the electricity sector compared to the third quarter of 2024 due primarily to mild temperatures and an increase in renewables and coal-fired power generation. The increased supply and lower demand produced robust storage injections that allowed prices to decrease from an average of $3.50 per MMBtu in the second quarter of 2025 to an average of $3.07 per MMBtu in the third quarter of 2025. U.S. liquefaction facilities set a new record for export volumes as new facilities continued to increase output and existing plants operated near full capacity.

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:

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			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
Average daily market price of natural gas at the Henry Hub (per MMBtu)			$	3.03					$	2.08					$	0.95					46		%				$	3.48					$	2.19					$	1.29					59		%
Cost of natural gas used for production in cost of sales(1) (per MMBtu)			2.96						2.10						0.86						41		%				3.34						2.38						0.96						40		%

___________________________________________________________________________

(1)Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

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.

Low-carbon Ammonia Production Section 45Q Tax Credits

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 CO2 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.

Financial Executive Summary

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.

Gross margin increased by $188 million, or 42%, to $632 million for the three months ended September 30, 2025 compared to $444 million for the three months ended September 30, 2024. The increase in gross margin was due primarily to a 29% increase in average selling prices to $368 per ton in the third quarter of 2025 from $286 per ton in the third quarter of 2024, which increased gross margin by $370 million, partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $73 million, lower sales volume, which decreased gross margin by $37 million, and higher costs associated with maintenance activity in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

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.

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Items Affecting Comparability of Results

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.

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2025									2024									2025									2024
			Pre-Tax			After-Tax						Pre-Tax			After-Tax						Pre-Tax			After-Tax						Pre-Tax			After-Tax
			(in millions)
Unrealized net mark-to-market (gain) loss on natural gas derivatives(1)			$	(1)		$	(1)					$	1		$	1					$	1		$	—					$	(33)		$	(25)
(Gain) loss on foreign currency transactions(2)(3)			(4)			(3)						1			1						(5)			(5)						2			2
Blue Point joint venture construction costs(2)(3)			2			1						—			—						4			3						—			—
Loss on sale of Ince facility(4)			—			—						—			—						23			21						—			—
Integration costs			—			—						—			—						—			—						4			3
Canada Revenue Agency Competent Authority Matter:
Interest expense (income)—net(5)			—			—						(40)			(39)						—			—						(40)			(39)

______________________________________________________________________________

(1)Included in cost of sales in our consolidated statements of operations.

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

(3)Includes results related to the Blue Point joint venture, of which we have a 40% equity interest. The after-tax impact for amounts related to the Blue Point joint venture does not include a tax provision on the 60% attributable to noncontrolling interests.

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

(5)Included in interest expense and interest income in our consolidated statements of operations.

Unrealized net mark-to-market (gain) loss on natural gas derivatives

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.

(Gain) loss on foreign currency transactions

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.

Blue Point joint venture construction costs

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.

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Loss on sale of Ince facility

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned. In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million, which is reflected in U.K. operations restructuring in our consolidated statement of operations for the nine months ended September 30, 2025. See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Integration costs

In the nine months ended September 30, 2024, we incurred integration costs of $4 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana. We did not incur integration costs in 2025.

Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006-2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA). In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011. Based on estimates and foreign currency exchange rates as of September 30, 2024, the interest relief from the CRA and Alberta TRA was estimated to be approximately $40 million, consisting of interest refunds of $37 million and related interest of $3 million. As a result, in the third quarter of 2024, we recognized $40 million of income consisting of a $37 million reduction in interest expense and $3 million of interest income.

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Consolidated Results of Operations

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:

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
			(dollars in millions, except per share and per MMBtu amounts)
Net sales			$	1,659					$	1,370					$	289					21		%				$	5,212					$	4,412					$	800					18		%
Cost of sales (COS)			1,027						926						101						11		%				3,253						2,880						373						13		%
Gross margin			632						444						188						42		%				1,959						1,532						427						28		%
Gross margin percentage			38.1		%				32.4		%				5.7		%										37.6		%				34.7		%				2.9		%
Selling, general and administrative expenses			88						78						10						13		%				273						242						31						13		%
U.K. operations restructuring			—						—						—						—		%				23						—						23						N/M
Integration costs			—						—						—						—		%				—						4						(4)						(100)		%
Other operating—net			(30)						4						(34)						N/M						(8)						(18)						10						56		%
Total other operating costs and expenses			58						82						(24)						(29)		%				288						228						60						26		%
Equity in earnings of operating affiliate			6						2						4						200		%				12						1						11						N/M
Operating earnings			580						364						216						59		%				1,683						1,305						378						29		%
Interest expense			41						—						41						N/M						114						74						40						54		%
Interest income			(23)						(32)						9						28		%				(57)						(90)						33						37		%
Other non-operating—net			(3)						(4)						1						25		%				(11)						(8)						(3)						(38)		%
Earnings before income taxes			565						400						165						41		%				1,637						1,329						308						23		%
Income tax provision			105						59						46						78		%				334						244						90						37		%
Net earnings			460						341						119						35		%				1,303						1,085						218						20		%
Less: Net earnings attributable to noncontrolling interests			107						65						42						65		%				252						195						57						29		%
Net earnings attributable to common stockholders			$	353					$	276					$	77					28		%				$	1,051					$	890					$	161					18		%
Diluted net earnings per share attributable to common stockholders			$	2.19					$	1.55					$	0.64					41		%				$	6.39					$	4.86					$	1.53					31		%
Diluted weighted-average common shares outstanding			161.2						178.6						(17.4)						(10)		%				164.3						183.1						(18.8)						(10)		%
Dividends declared per common share			$	0.50					$	0.50					$	—					—		%				$	1.50					$	1.50					$	—					—		%
Natural gas supplemental data (per MMBtu)
Natural gas costs in COS(1)			$	2.96					$	2.09					$	0.87					42		%				$	3.35					$	2.23					$	1.12					50		%
Realized derivatives loss (gain) in COS(2)			—						0.01						(0.01)						(100)		%				(0.01)						0.15						(0.16)						N/M
Cost of natural gas used for production in COS			$	2.96					$	2.10					$	0.86					41		%				$	3.34					$	2.38					$	0.96					40		%
Average daily market price of natural gas at the Henry Hub			$	3.03					$	2.08					$	0.95					46		%				$	3.48					$	2.19					$	1.29					59		%
Unrealized net mark-to-market (gain) loss on natural gas derivatives			$	(1)					$	1					$	(2)					N/M						$	1					$	(33)					$	34					N/M
Depreciation and amortization			$	217					$	229					$	(12)					(5)		%				$	670					$	704					$	(34)					(5)		%
Capital expenditures			$	347					$	139					$	208					150		%				$	724					$	321					$	403					126		%
Sales volume by product tons (000s)			4,504						4,797						(293)						(6)		%				14,529						14,196						333						2		%
Production volume by product tons (000s):
Ammonia(3)			2,440						2,433						7						—		%				7,614						7,183						431						6		%
Granular urea			1,011						1,167						(156)						(13)		%				3,303						3,381						(78)						(2)		%
UAN (32%)(4)			1,650						1,521						129						8		%				5,231						4,985						246						5		%
AN			360						364						(4)						(1)		%				1,023						1,038						(15)						(1)		%

___________________________________________________________________________

N/M—Not Meaningful

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(1)Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

(2)Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.

(3)Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.

(4)UAN product tons assume a 32% nitrogen content basis for production volume.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net Sales

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.

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.

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.

Cost of Sales

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.

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.

Selling, General and Administrative Expenses

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.

Other Operating—Net

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 CO2 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.

Equity in Earnings of Operating Affiliate

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.

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Interest Expense

The increase in interest expense of $41 million in the third quarter of 2025 compared to the third quarter of 2024 was due primarily to a $37 million reduction in interest expense related to discretionary interest relief on Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025. This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Interest Income

Interest income was $23 million in the third quarter of 2025 compared to $32 million in the third quarter of 2024. The decrease of $9 million was due primarily to a decrease in interest income on short-term investments and $3 million in interest income related to discretionary interest relief from Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025. This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Income Tax Provision

For the third quarter of 2025, we recorded an income tax provision of $105 million on pre-tax income of $565 million, or an effective tax rate of 18.6%, compared to an income tax provision of $59 million on pre-tax income of $400 million, or an effective tax rate of 14.8%, for the third quarter of 2024. For the three months ended September 30, 2024, our income tax provision includes a $9 million income tax benefit arising from the finalization of tax return filing positions, which in relation to pre-tax income of $400 million contributed to a lower effective tax rate compared to the U.S. statutory rate of 21%.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the third quarter of 2025 of 18.6%, which is based on pre-tax income of $565 million, including $107 million of earnings attributable to the noncontrolling interests, would be 4.3 percentage points higher, or 22.9%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $107 million. Our effective tax rate for the third quarter of 2024 of 14.8%, which is based on pre-tax income of $400 million, including $65 million of earnings attributable to the noncontrolling interest, would be 2.9 percentage points higher, or 17.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $65 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $42 million to $107 million in the third quarter of 2025 compared to $65 million in the third quarter of 2024 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs. In addition, the increase also reflects the earnings attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information on the Blue Point joint venture.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $0.64, or 41%, to $2.19 per share in the third quarter of 2025 from $1.55 per share in the third quarter of 2024. This increase was due primarily to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase program. Diluted weighted-average common shares outstanding declined 10% from 178.6 million shares for the third quarter of 2024 to 161.2 million shares for the third quarter of 2025.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net Sales

Our total net sales increased $800 million, or 18%, to $5.21 billion in the first nine months of 2025 compared to $4.41 billion in the first nine months of 2024, due to higher average selling prices and higher sales volume.

Our average selling price was $359 per ton in the first nine months of 2025 compared to $311 per ton in the first nine months of 2024. Average selling prices for all of our major products were higher in the first nine months of 2025 than in the first nine months 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

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Brazil. The impact of higher average selling prices was an increase in net sales of approximately $657 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Our total sales volume was 14.5 million product tons in the first nine months of 2025 compared to 14.2 million product tons in the first nine months of 2024, as higher sales volume in our Ammonia and UAN segments was partially offset by lower sales volume in our Granular Urea, Other and AN segments. The impact of higher sales volume was an increase in net sales of approximately $143 million.

Cost of Sales

Our total cost of sales increased $373 million, or 13%, to $3.25 billion in the first nine months of 2025 from $2.88 billion in the first nine months 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 $249 million, and an increase in sales volume, which increased cost of sales by $43 million.

Cost of sales also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the first nine months of 2025 compared to a $33 million gain in the first nine months of 2024.

Cost of sales averaged $224 per ton in the first nine months of 2025, a 10% increase compared to $203 per ton in the first nine months of 2024. Our cost of natural gas, including the impact of realized derivatives, increased $0.96 per MMBtu, or 40%, to $3.34 per MMBtu in the first nine months of 2025 from $2.38 per MMBtu in the first nine months of 2024. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $31 million to $273 million in the first nine months of 2025 compared to $242 million in the first nine months of 2024. The increase was due primarily to higher incentive compensation due to strong operating performance and higher costs related to certain corporate initiatives, including our clean energy initiatives.

U.K. Operations Restructuring

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned. In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million. See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Integration Costs

In the nine months ended September 30, 2024, we incurred integration costs of $4 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana. We did not incur integration costs in 2025.

Other Operating—Net

Other operating—net was $8 million of income in the first nine months of 2025 compared to $18 million of income in the first nine months of 2024. The $8 million of income in the first nine months of 2025 consists primarily of approximately $20 million of 45Q tax credits earned as a result of CO2 sequestered in the third quarter of 2025 and gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives. The $18 million of income in the nine months ended September 30, 2024 consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $12 million in the first nine months of 2025 compared to $1 million in the first nine months of 2024. Equity in earnings of operating affiliate in the first nine months of 2025 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices and a plant turnaround at the PLNL facility that occurred in the second quarter of 2024 that did not recur in 2025, partially offset by higher natural gas costs.

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Interest Expense

Interest expense was $114 million in the first nine months of 2025 compared to $74 million in the first nine months of 2024. The increase in interest expense of $40 million in the first nine months of 2025 compared to the first nine months of 2024 was due primarily to a $37 million reduction in interest expense related to discretionary interest relief on Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025. This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Interest Income

Interest income was $57 million in the first nine months of 2025 compared to $90 million in the first nine months of 2024. The decrease of $33 million was due primarily to a decrease in interest income on short-term investments and $3 million in interest income related to discretionary interest relief on Canadian tax matters that was granted in the third quarter of 2024 that did not recur in 2025. This is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Income Tax Provision

For the nine months ended September 30, 2025, we recorded an income tax provision of $334 million on pre-tax income of $1.64 billion, or an effective tax rate of 20.4%, compared to an income tax provision of $244 million on pre-tax income of $1.33 billion, or an effective tax rate of 18.4%, for the nine months ended September 30, 2024. Our income tax provision for the nine months ended September 30, 2025 includes $21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate by 1.3 percentage points.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the nine months ended September 30, 2025 of 20.4%, which is based on pre-tax income of $1.64 billion, including $252 million of earnings attributable to the noncontrolling interests, would be 3.7 percentage points higher, or 24.1%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $252 million. Our effective tax rate for the nine months ended September 30, 2024 of 18.4%, which is based on pre-tax income of $1.33 billion, including $195 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher, or 21.5%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $195 million.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $57 million to $252 million in the first nine months of 2025 compared to $195 million in the first nine months of 2024 due primarily to higher earnings of CFN driven by higher average selling prices and the impact of higher sales volume, partially offset by higher natural gas costs. In addition, the increase also reflects the earnings attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information on the Blue Point joint venture.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $1.53, or 31%, to $6.39 per share in the first nine months of 2025 from $4.86 per share in the first nine months of 2024. This increase was due to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding. Diluted weighted-average common shares outstanding declined 10% from 183.1 million shares for the nine months ended September 30, 2024 to 164.3 million shares for the nine months ended September 30, 2025, due primarily to repurchases of common shares under our share repurchase program.

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Operating Results by Business Segment

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. The following table presents summary operating results by business segment:

			Ammonia						Granular Urea(1)						UAN(1)						AN(1)						Other(1)						Consolidated
			(dollars in millions)
Three months ended September 30, 2025
Net sales			$	457					$	423					$	517					$	122					$	140					$	1,659
Cost of sales			349						210						287						91						90						1,027
Gross margin			$	108					$	213					$	230					$	31					$	50					$	632
Gross margin percentage			23.6		%				50.4		%				44.5		%				25.4		%				35.7		%				38.1		%
Three months ended September 30, 2024
Net sales			$	353					$	388					$	406					$	106					$	117					$	1,370
Cost of sales			270						228						272						82						74						926
Gross margin			$	83					$	160					$	134					$	24					$	43					$	444
Gross margin percentage			23.5		%				41.2		%				33.0		%				22.6		%				36.8		%				32.4		%
Nine months ended September 30, 2025
Net sales			$	1,468					$	1,409					$	1,597					$	340					$	398					$	5,212
Cost of sales			1,038						744						955						268						248						3,253
Gross margin			$	430					$	665					$	642					$	72					$	150					$	1,959
Gross margin percentage			29.3		%				47.2		%				40.2		%				21.2		%				37.7		%				37.6		%
Nine months ended September 30, 2024
Net sales			$	1,164					$	1,252					$	1,306					$	318					$	372					$	4,412
Cost of sales			869						711						813						262						225						2,880
Gross margin			$	295					$	541					$	493					$	56					$	147					$	1,532
Gross margin percentage			25.3		%				43.2		%				37.7		%				17.6		%				39.5		%				34.7		%

_______________________________________________________________________________

(1)The cost of ammonia and other products that are upgraded in the production of Granular Urea, UAN, AN and Other products is transferred at cost into the results of those products.

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Ammonia Segment

Our Ammonia segment produces anhydrous ammonia (ammonia), which is the base product that we manufacture, containing 82% nitrogen and 18% hydrogen. The results of our Ammonia segment consist of sales of ammonia to external customers for its nitrogen content as a fertilizer, in emissions control and in other industrial applications. In addition, we upgrade ammonia into other nitrogen products such as granular urea, UAN and AN.

The following table presents summary operating data for our Ammonia segment:

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
			(dollars in millions, except per ton amounts)
Net sales			$	457					$	353					$	104					29		%				$	1,468					$	1,164					$	304					26		%
Cost of sales			349						270						79						29		%				1,038						869						169						19		%
Gross margin			$	108					$	83					$	25					30		%				$	430					$	295					$	135					46		%
Gross margin percentage			23.6		%				23.5		%				0.1		%										29.3		%				25.3		%				4.0		%
Sales volume by product tons (000s)			1,092						948						144						15		%				3,325						2,845						480						17		%
Sales volume by nutrient tons (000s)(1)			895						778						117						15		%				2,726						2,333						393						17		%
Average selling price per product ton			$	418					$	372					$	46					12		%				$	442					$	409					$	33					8		%
Average selling price per nutrient ton(1)			$	511					$	454					$	57					13		%				$	539					$	499					$	40					8		%
Gross margin per product ton			$	99					$	88					$	11					13		%				$	129					$	104					$	25					24		%
Gross margin per nutrient ton(1)			$	121					$	107					$	14					13		%				$	158					$	126					$	32					25		%
Depreciation and amortization			$	64					$	55					$	9					16		%				$	164					$	176					$	(12)					(7)		%
Unrealized net mark-to-market loss (gain) on natural gas derivatives			$	—					$	—					$	—					—		%				$	1					$	(12)					$	13					N/M

_______________________________________________________________________________

N/M—Not Meaningful

(1)Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net Sales.    Net sales in our Ammonia segment increased by $104 million, or 29%, to $457 million in the third quarter of 2025 from $353 million in the third quarter of 2024. The increase in our net sales reflects a 12% increase in average selling prices and a 15% increase in sales volume. Average selling prices increased to $418 per ton in the third quarter of 2025 compared to $372 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, 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.

Ammonia sales volume in the third quarter of 2025 was 1.1 million tons, an increase of 15% compared to 948,000 tons in the third quarter of 2024. The increase in sales volume was due primarily to strong international shipments in the third quarter of 2025.

Cost of Sales.    Cost of sales in our Ammonia segment averaged $319 per ton in the third quarter of 2025, a 12% increase from $284 per ton in the third quarter of 2024. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin.    Gross margin in our Ammonia segment increased by $25 million, or 30%, to $108 million in the third quarter of 2025 from $83 million in the third quarter of 2024, and our gross margin percentage was 23.6% in the third quarter of 2025 compared to 23.5% in the third quarter of 2024. The increase in gross margin was due primarily to a 12% increase in average selling prices, which increased gross margin by $62 million and a 15% increase in sales volume, which increased gross margin by $20 million. These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $33 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $24 million.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net Sales.    Net sales in our Ammonia segment increased by $304 million, or 26%, to $1.47 billion in the nine months ended September 30, 2025 from $1.16 billion in the nine months ended September 30, 2024. The increase in our net sales

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reflects a 17% increase in sales volume and an 8% increase in average selling prices. Ammonia sales volume in the nine months ended September 30, 2025 was 3.3 million tons, an increase of 17% compared to 2.8 million tons in the nine months ended September 30, 2024. The increase in sales volume was due primarily to higher supply availability as a result of increased production in the first quarter of 2025 compared to the first quarter of 2024, which was adversely impacted by production outages from a winter storm.

Average selling prices increased to $442 per ton in the nine months ended September 30, 2025 compared to $409 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, 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.

Cost of Sales.    Cost of sales in our Ammonia segment averaged $313 per ton in the nine months ended September 30, 2025, a 3% increase from $305 per ton in the nine months ended September 30, 2024. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, partially offset by lower costs for maintenance activity in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, which included higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in the first quarter of 2024 as discussed above.

Gross Margin.    Gross margin in our Ammonia segment increased by $135 million, or 46%, to $430 million in the nine months ended September 30, 2025 from $295 million in the nine months ended September 30, 2024, and our gross margin percentage was 29.3% in the nine months ended September 30, 2025 compared to 25.3% in the nine months ended September 30, 2024. The increase in gross margin was due primarily to an 8% increase in average selling prices, which increased gross margin by $126 million, a 17% increase in sales volume, which increased gross margin by $103 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $2 million. These factors that increased gross margin were partially offset by the impact of an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $83 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the nine months ended September 30, 2025 compared to a $12 million gain in the nine months ended September 30, 2024.

Granular Urea Segment

Our Granular Urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Donaldsonville, Port Neal and Medicine Hat complexes.

The following table presents summary operating data for our Granular Urea segment:

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
			(dollars in millions, except per ton amounts)
Net sales			$	423					$	388					$	35					9		%				$	1,409					$	1,252					$	157					13		%
Cost of sales			210						228						(18)						(8)		%				744						711						33						5		%
Gross margin			$	213					$	160					$	53					33		%				$	665					$	541					$	124					23		%
Gross margin percentage			50.4		%				41.2		%				9.2		%										47.2		%				43.2		%				4.0		%
Sales volume by product tons (000s)			939						1,177						(238)						(20)		%				3,252						3,520						(268)						(8)		%
Sales volume by nutrient tons (000s)(1)			431						541						(110)						(20)		%				1,496						1,619						(123)						(8)		%
Average selling price per product ton			$	450					$	330					$	120					36		%				$	433					$	356					$	77					22		%
Average selling price per nutrient ton(1)			$	981					$	717					$	264					37		%				$	942					$	773					$	169					22		%
Gross margin per product ton			$	227					$	136					$	91					67		%				$	204					$	154					$	50					32		%
Gross margin per nutrient ton(1)			$	494					$	296					$	198					67		%				$	445					$	334					$	111					33		%
Depreciation and amortization			$	58					$	73					$	(15)					(21)		%				$	201					$	218					$	(17)					(8)		%
Unrealized net mark-to-market gain on natural gas derivatives			$	—					$	—					$	—					—		%				$	—					$	(9)					$	9					100		%

_______________________________________________________________________________

(1)Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

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Third Quarter of 2025 Compared to Third Quarter of 2024

Net Sales.    Net sales in our Granular Urea segment increased $35 million, or 9%, to $423 million in the third quarter of 2025 from $388 million in the third quarter of 2024. The increase in our net sales reflects a 36% increase in average selling prices, partially offset by a 20% decrease in sales volume. Average selling prices increased to $450 per ton in the third quarter of 2025 compared to $330 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, 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. The decrease in sales volume was due primarily to decreased supply availability as a result of lower production in the third quarter of 2025 compared to the third quarter of 2024.

Cost of Sales.    Cost of sales in our Granular Urea segment averaged $223 per ton in the third quarter of 2025, a 15% increase from $194 per ton in the third quarter of 2024. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin.    Gross margin in our Granular Urea segment increased by $53 million, or 33%, to $213 million in the third quarter of 2025 from $160 million in the third quarter of 2024, and our gross margin percentage was 50.4% in the third quarter of 2025 compared to 41.2% in the third quarter of 2024. The increase in gross margin was due primarily to a 36% increase in average selling prices, which increased gross margin by $115 million. This increase in gross margin was partially offset by a 20% decrease in sales volume, which decreased gross margin by $37 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $15 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $10 million.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net Sales.    Net sales in our Granular Urea segment increased $157 million, or 13%, to $1.41 billion in the nine months ended September 30, 2025 from $1.25 billion in the nine months ended September 30, 2024 due primarily to a 22% increase in average selling prices, partially offset by an 8% decrease in sales volume. Average selling prices increased to $433 per ton in the nine months ended September 30, 2025 compared to $356 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, 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. The decrease in sales volume was due primarily to decreased supply availability as a result of lower production and lower beginning inventory.

Cost of Sales.    Cost of sales in our Granular Urea segment averaged $229 per ton in the nine months ended September 30, 2025, a 13% increase from $202 per ton in the nine months ended September 30, 2024. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin.    Gross margin in our Granular Urea segment increased by $124 million, or 23%, to $665 million in the nine months ended September 30, 2025 from $541 million in the nine months ended September 30, 2024, and our gross margin percentage was 47.2% in the nine months ended September 30, 2025 compared to 43.2% in the nine months ended September 30, 2024. The increase in gross margin was due primarily to a 22% increase in average selling prices, which increased gross margin by $242 million. The increase in average selling prices was partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $65 million, and an 8% decrease in sales volume, which decreased gross margin by $38 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $6 million. Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024.

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UAN Segment

Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward, and Yazoo City complexes.

The following table presents summary operating data for our UAN segment:

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
			(dollars in millions, except per ton amounts)
Net sales			$	517					$	406					$	111					27		%				$	1,597					$	1,306					$	291					22		%
Cost of sales			287						272						15						6		%				955						813						142						17		%
Gross margin			$	230					$	134					$	96					72		%				$	642					$	493					$	149					30		%
Gross margin percentage			44.5		%				33.0		%				11.5		%										40.2		%				37.7		%				2.5		%
Sales volume by product tons (000s)			1,564						1,799						(235)						(13)		%				5,341						5,158						183						4		%
Sales volume by nutrient tons (000s)(1)			495						570						(75)						(13)		%				1,690						1,632						58						4		%
Average selling price per product ton			$	331					$	226					$	105					46		%				$	299					$	253					$	46					18		%
Average selling price per nutrient ton(1)			$	1,044					$	712					$	332					47		%				$	945					$	800					$	145					18		%
Gross margin per product ton			$	147					$	74					$	73					99		%				$	120					$	96					$	24					25		%
Gross margin per nutrient ton(1)			$	465					$	235					$	230					98		%				$	380					$	302					$	78					26		%
Depreciation and amortization			$	60					$	69					$	(9)					(13)		%				$	205					$	206					$	(1)					—		%
Unrealized net mark-to-market (gain) loss on natural gas derivatives			$	(1)					$	1					$	(2)					N/M						$	—					$	(9)					$	9					100		%

_______________________________________________________________________________

N/M—Not Meaningful

(1)UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net Sales.    Net sales in our UAN segment increased $111 million, or 27%, to $517 million in the third quarter of 2025 from $406 million in the third quarter of 2024 due primarily to a 46% increase in average selling prices, partially offset by a 13% decrease in sales volume. Average selling prices increased to $331 per ton in the third quarter of 2025 compared to $226 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, 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. Sales volume was lower due primarily to lower supply availability entering the third quarter of 2025 as a result of inventory drawdown to meet strong domestic and international demand in the second quarter of 2025.

Cost of Sales.    Cost of sales in our UAN segment averaged $184 per ton in the third quarter of 2025, a 21% increase from $152 per ton in third quarter of 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin.    Gross margin in our UAN segment increased by $96 million, or 72%, to $230 million in the third quarter of 2025 from $134 million in the third quarter of 2024, and our gross margin percentage was 44.5% in the third quarter of 2025 compared to 33.0% in the third quarter of 2024. The increase in gross margin was due primarily to a 46% increase in average selling prices, which increased gross margin by $165 million. The increase in average selling prices was partially offset by a 13% decrease in sales volume, which decreased gross margin by $28 million, a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $22 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $21 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the third quarter of 2025 compared to a loss of $1 million in the third quarter of 2024.

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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net Sales.    Net sales in our UAN segment increased $291 million, or 22%, to $1.60 billion in the nine months ended September 30, 2025 from $1.31 billion in the nine months ended September 30, 2024 due primarily to an 18% increase in average selling prices and a 4% increase in sales volume. Average selling prices increased to $299 per ton in the nine months ended September 30, 2025 compared to $253 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, 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. The increase in sales volume was due primarily to higher supply availability as a result of higher production in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 and inventory drawdown to meet strong domestic and international demand in the second quarter of 2025.

Cost of Sales.    Cost of sales in our UAN segment averaged $179 per ton in the nine months ended September 30, 2025, a 14% increase from $157 per ton in the nine months ended September 30, 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin.    Gross margin in our UAN segment increased by $149 million, or 30%, to $642 million in the nine months ended September 30, 2025 from $493 million in the nine months ended September 30, 2024, and our gross margin percentage was 40.2% in the nine months ended September 30, 2025 compared to 37.7% in the nine months ended September 30, 2024. The increase in gross margin was due primarily to an 18% increase in average selling prices, which increased gross margin by $228 million, and a 4% increase in sales volume, which increased gross margin by $35 million. These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $80 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $25 million. Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024.

AN Segment

Our AN segment produces ammonium nitrate (AN). AN, which has a nitrogen content between 29% and 35%, is produced by combining anhydrous ammonia and nitric acid. AN is used as nitrogen fertilizer and is also used extensively by the commercial explosives industry as a component of explosives. AN is produced at our Yazoo City and Billingham complexes.

The following table presents summary operating data for our AN segment:

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
			(dollars in millions, except per ton amounts)
Net sales			$	122					$	106					$	16					15		%				$	340					$	318					$	22					7		%
Cost of sales			91						82						9						11		%				268						262						6						2		%
Gross margin			$	31					$	24					$	7					29		%				$	72					$	56					$	16					29		%
Gross margin percentage			25.4		%				22.6		%				2.8		%										21.2		%				17.6		%				3.6		%
Sales volume by product tons (000s)			384						377						7						2		%				1,090						1,107						(17)						(2)		%
Sales volume by nutrient tons (000s)(1)			133						129						4						3		%				376						379						(3)						(1)		%
Average selling price per product ton			$	318					$	281					$	37					13		%				$	312					$	287					$	25					9		%
Average selling price per nutrient ton(1)			$	917					$	822					$	95					12		%				$	904					$	839					$	65					8		%
Gross margin per product ton			$	81					$	64					$	17					27		%				$	66					$	51					$	15					29		%
Gross margin per nutrient ton(1)			$	233					$	186					$	47					25		%				$	191					$	148					$	43					29		%
Depreciation and amortization			$	9					$	10					$	(1)					(10)		%				$	27					$	30					$	(3)					(10)		%
Unrealized net mark-to-market gain on natural gas derivatives			$	—					$	—					$	—					—		%				$	—					$	(1)					$	1					100		%

_______________________________________________________________________________

(1)AN represents between 29% and 35% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

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Third Quarter of 2025 Compared to Third Quarter of 2024

Net Sales.    Net sales in our AN segment increased $16 million, or 15%, to $122 million in the third quarter of 2025 from $106 million in the third quarter of 2024 due to a 13% increase in average selling prices and a 2% increase in sales volume. Average selling prices increased to $318 per ton in the third quarter of 2025 compared to $281 per ton in the third quarter of 2024 due primarily to strong global nitrogen demand, 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.

Cost of Sales.    Cost of sales in our AN segment averaged $237 per ton in the third quarter of 2025, a 9% increase from $217 per ton in the third quarter of 2024. The increase was due primarily to higher costs associated with maintenance activity in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin.    Gross margin in our AN segment increased $7 million, or 29%, to $31 million in the third quarter of 2025 from $24 million in the third quarter of 2024, and our gross margin percentage was 25.4% in the third quarter of 2025 compared to 22.6% in the third quarter of 2024. The increase in gross margin was due primarily to a 13% increase in average selling prices, which increased gross margin by $12 million, and a 2% increase in sales volume, which increased gross margin by $2 million. These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $6 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $1 million.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net Sales.    Net sales in our AN segment increased $22 million, or 7%, to $340 million in the nine months ended September 30, 2025 from $318 million in the nine months ended September 30, 2024 due to a 9% increase in average selling prices, partially offset by a 2% decrease in sales volume. Average selling prices increased to $312 per ton in the nine months ended September 30, 2025 compared to $287 per ton in the nine months ended September 30, 2024 due primarily to strong global nitrogen demand, 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. Sales volume was lower due primarily to lower supply availability due to lower beginning inventory entering 2025 and lower production in the nine months ended September 30, 2025.

Cost of Sales.    Cost of sales in our AN segment averaged $246 per ton in the nine months ended September 30, 2025, a 4% increase from $236 per ton in the nine months ended September 30, 2024. The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin.    Gross margin in our AN segment increased $16 million, or 29%, to $72 million in the nine months ended September 30, 2025 from $56 million in the nine months ended September 30, 2024, and our gross margin percentage was 21.2% in the nine months ended September 30, 2025 compared to 17.6% in the nine months ended September 30, 2024. The increase in gross margin was due primarily to a 9% increase in average selling prices, which increased gross margin by $26 million, and favorable product mix, which increased gross margin by $4 million. These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $10 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $3 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024.

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Other Segment

Our Other segment primarily includes the following products:

•diesel exhaust fluid (DEF), an aqueous urea solution typically made with 32.5% or 50% high-purity urea and the remainder deionized water;

•urea liquor, a liquid product that we sell in concentrations of 40%, 50% and 70% high-purity urea as a chemical intermediate; and

•nitric acid, a nitrogen-based mineral acid that is used in the production of nitrate-based fertilizers, nylon precursors and other specialty chemicals.

The following table presents summary operating data for our Other segment:

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025						2024						2025 v. 2024												2025						2024						2025 v. 2024
			(dollars in millions, except per ton amounts)
Net sales			$	140					$	117					$	23					20		%				$	398					$	372					$	26					7		%
Cost of sales			90						74						16						22		%				248						225						23						10		%
Gross margin			$	50					$	43					$	7					16		%				$	150					$	147					$	3					2		%
Gross margin percentage			35.7		%				36.8		%				(1.1)		%										37.7		%				39.5		%				(1.8)		%
Sales volume by product tons (000s)			525						496						29						6		%				1,521						1,566						(45)						(3)		%
Sales volume by nutrient tons (000s)(1)			106						97						9						9		%				306						305						1						—		%
Average selling price per product ton			$	267					$	236					$	31					13		%				$	262					$	238					$	24					10		%
Average selling price per nutrient ton(1)			$	1,321					$	1,206					$	115					10		%				$	1,301					$	1,220					$	81					7		%
Gross margin per product ton			$	95					$	87					$	8					9		%				$	99					$	94					$	5					5		%
Gross margin per nutrient ton(1)			$	472					$	443					$	29					7		%				$	490					$	482					$	8					2		%
Depreciation and amortization			$	17					$	15					$	2					13		%				$	47					$	48					$	(1)					(2)		%
Unrealized net mark-to-market gain on natural gas derivatives			$	—					$	—					$	—					—		%				$	—					$	(2)					$	2					100		%

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2025 Compared to Third Quarter of 2024

Net Sales.    Net sales in our Other segment increased by $23 million, or 20%, to $140 million in the third quarter of 2025 from $117 million in the third quarter of 2024 due to a 13% increase in average selling prices and a 6% increase in sales volume. Average selling prices increased by 13% due primarily to strong global nitrogen demand, 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. The increase in sales volume was due primarily to higher DEF and nitric acid sales volume.

Cost of Sales.    Cost of sales in our Other segment averaged $172 per ton in the third quarter of 2025, a 15% increase from $149 per ton in the third quarter of 2024, due primarily to higher costs associated with maintenance activity, and higher realized natural gas costs, including the impact of realized derivatives, in the third quarter of 2025 compared to the third quarter of 2024.

Gross Margin.    Gross margin in our Other segment increased by $7 million, or 16%, to $50 million in the third quarter of 2025 from $43 million in the third quarter of 2024, and our gross margin percentage was 35.7% in the third quarter of 2025 compared to 36.8% in the third quarter of 2024. The increase in gross margin was due primarily to a 13% increase in average selling prices, which increased gross margin by $16 million, and a 6% increase in sales volume, which increased gross margin by $6 million. These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $12 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $3 million.

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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Net Sales.    Net sales in our Other segment increased by $26 million, or 7%, to $398 million in the nine months ended September 30, 2025 from $372 million in the nine months ended September 30, 2024 due to a 10% increase in average selling prices, partially offset by a 3% decrease in sales volume. Average selling prices increased by 10% due primarily to strong global nitrogen demand, 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. The decrease in sales volume was due primarily to lower nitric acid and DEF sales volume.

Cost of Sales.    Cost of sales in our Other segment averaged $163 per ton in the nine months ended September 30, 2025, a 13% increase from $144 per ton in the nine months ended September 30, 2024, due primarily to the impact of higher realized natural gas costs, including the impact of realized derivatives, and higher costs associated with maintenance activity in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Gross Margin.    Gross margin in our Other segment increased by $3 million, or 2%, to $150 million in the nine months ended September 30, 2025 from $147 million in the nine months ended September 30, 2024, and our gross margin percentage was 37.7% in the nine months ended September 30, 2025 compared to 39.5% in the nine months ended September 30, 2024. The increase in gross margin was due primarily to a 10% increase in average selling prices, which increased gross margin by $35 million. The increase in average selling prices was partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $15 million, an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $11 million, and a 3% decrease in sales volume, which decreased gross margin by $4 million. Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024.

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, dividends, and our clean energy initiatives. Our working capital requirements are affected by several factors, including demand for our products, selling prices, the level of customer advances, raw material costs, freight costs and seasonal factors inherent in the business. We may also utilize our cash to fund acquisitions. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement. At September 30, 2025, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (Prior Credit Agreement). The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030. See “Debt—Revolving Credit Agreement,” below, for additional information.

As of September 30, 2025, our cash and cash equivalents balance was $1.84 billion, an increase of $224 million from $1.61 billion at December 31, 2024, and consisted of the following:

			September 30, 2025						December 31, 2024
			(in millions)
Cash and cash equivalents, excluding amounts related to Blue Point Number One, LLC			$	1,605					$	1,614
Cash and cash equivalents held by—Blue Point Number One, LLC			233						—
Total cash and cash equivalents			$	1,838					$	1,614

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the U.S. and Canadian

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federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Blue Point Joint Venture

On April 8, 2025, we announced that we formed a joint venture, Blue Point Number One, LLC, with JERA and Mitsui for the construction, production and offtake of low-carbon ammonia. 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.

At our Blue Point complex in Ascension Parish, Louisiana, the Blue Point joint venture is expected to construct an ATR ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 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 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.

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.

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. This infrastructure will be constructed with a similar timeline as the ammonia production facility noted above.

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.

Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy. Capital expenditures totaled $724 million in the first nine months of 2025 compared to $321 million in the first nine months of 2024. Our capital expenditures for the first nine months of 2025 included $213 million related to the Blue Point joint venture and $2 million related to our construction of the Blue Point complex scalable infrastructure.

The Blue Point joint venture is consolidated in our financial statements, including our statements of cash flows. We currently anticipate that our consolidated capital expenditures for the full year 2025 to be approximately $925 million, consisting of approximately $575 million for our existing operations and approximately $350 million representing the Blue Point joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex. Also, we anticipate our 2025 capital spending will include up to $25 million related to our construction of the Blue Point complex scalable infrastructure.

Of the Blue Point joint venture’s $350 million of planned 2025 capital expenditures, approximately $140 million has been funded by us, representing our 40% equity interest in the Blue Point joint venture, and approximately $210 million has been funded by our partners in the joint venture, representing their combined 60% equity interest in the Blue Point joint venture.

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Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties. Any of these changes in planned capital expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows. See “—Forward-Looking Statements” for additional risks related to our planned capital expenditures.

Share Repurchase Programs

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock, which commenced in the second quarter of 2023 upon completion of our previous share repurchase program and is effective through December 31, 2025 (the 2022 Share Repurchase Program). On May 6, 2025, the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon the completion of the 2022 Share Repurchase Program and effective through December 31, 2029 (the 2025 Share Repurchase Program). In October 2025, we completed the 2022 Share Repurchase Program and commenced repurchases under the 2025 Share Repurchase Program.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program through September 30, 2025.

			Shares						Amounts(1)
			(in millions)
Shares repurchased in 2023			5.6						$	425
Shares repurchased in 2024:
First quarter			4.3						347
Second quarter			4.0						305
Third quarter			6.1						476
Fourth quarter			4.4						385
Total shares repurchased in 2024			18.8						1,513
Shares repurchased in 2025:
First quarter			5.4						434
Second quarter			2.8						202
Third quarter			4.3						364
Total shares repurchased in 2025			12.5						1,000
Shares repurchased as of September 30, 2025			36.9						$	2,938

______________________________________________________________________________

(1)As defined in the 2022 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the nine months ended September 30, 2025, we repurchased approximately 12.5 million shares under the 2022 Share Repurchase Program for $1.00 billion, of which $5 million was accrued and unpaid as of September 30, 2025. In the nine months ended September 30, 2024, we repurchased approximately 14.4 million shares under the 2022 Share Repurchase Program for $1.13 billion.

Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006 through 2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the CRA and Alberta TRA. In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011. In the fourth quarter of 2024, we received interest relief from the CRA consisting of interest refunds of $21 million and related

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interest of $2 million. In addition, interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on current estimates and foreign currency exchange rates as of September 30, 2025. The Company expects to receive the Alberta TRA interest relief during the fourth quarter of 2025. The relief is anticipated to be applied as credits to our account, which will be available to offset future income tax owed to the Alberta TRA.

Debt

Revolving Credit Agreement

On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (the Prior Credit Agreement). The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030, and has a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement. CF Industries may designate as borrowers one or more wholly-owned subsidiaries that are organized in the United States or any state thereof, the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement, the administrative agent and CF Industries.

Borrowings under the Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin. We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant. The financial covenant requires the total net leverage ratio (as defined in the Revolving Credit Agreement) to be no greater than 3.75:1.00 (or 4.25:1.00 for a period of four fiscal quarters after certain material acquisitions) as of the last day of each fiscal quarter.

The Revolving Credit Agreement contains events of default (with notice requirements and cure periods, as applicable) customary for a financing of this type, including, but not limited to, non-payment of principal, interest or fees; inaccuracy of representations and warranties in any material respect; and failure to comply with specified covenants. Upon the occurrence and during the continuance of an event of default under the Revolving Credit Agreement and after any applicable cure period, subject to specified exceptions, the administrative agent may, and at the request of the requisite lenders is required to, accelerate the loans under the Revolving Credit Agreement or terminate the lenders’ commitments under the Revolving Credit Agreement.

As of September 30, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. In addition, there were no borrowings outstanding under the Revolving Credit Agreement during the nine months ended September 30, 2025. There were no borrowings outstanding under the Prior Credit Agreement as of December 31, 2024, or during the nine months ended September 30, 2025 or 2024.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $425 million of letters of credit. As of September 30, 2025, approximately $334 million of letters of credit were outstanding under this agreement.

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Senior Notes

Long-term debt presented on our consolidated balance sheets as of September 30, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:

			Effective Interest Rate						September 30, 2025												December 31, 2024
									Principal Outstanding						Carrying Amount(1)						Principal Outstanding						Carrying Amount(1)
									(in millions)
Public Senior Notes:
5.150% due March 2034			5.293%						$	750					$	743					$	750					$	742
4.950% due June 2043			5.040%						750						742						750						742
5.375% due March 2044			5.478%						750						741						750						741
Senior Secured Notes:
4.500% due December 2026(2)			4.783%						750						748						750						746
Total long-term debt									$	3,000					$	2,974					$	3,000					$	2,971

_______________________________________________________________________________

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $5 million and $6 million as of September 30, 2025 and December 31, 2024, respectively, and total deferred debt issuance costs were $21 million and $23 million as of September 30, 2025 and December 31, 2024, respectively.

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 (the Public Senior Notes) and the 4.500% senior secured notes due December 2026 (the 2026 Notes), each series of notes is guaranteed by CF Holdings.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

Forward Sales and Customer Advances

We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.

Customer advances, which typically represent a portion of the contract’s value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time control transfers to the customer, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of September 30, 2025 and December 31, 2024, we had $477 million and $118 million, respectively, in customer advances on our consolidated balance sheets.

While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors, including current market conditions, our customers’ outlook of future market fundamentals and seasonality. During periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Additionally, borrowing under the Revolving Credit Agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.

Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

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Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. As of September 30, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 19.4 million MMBtus of natural gas. As of December 31, 2024, our open natural gas derivative contracts consisted of natural gas fixed price swaps and basis swaps for 16.0 million MMBtus of natural gas.

Defined Benefit Pension Plans

We contributed $1 million to our pension plans in the nine months ended September 30, 2025, and we do not expect any contributions to our pension plans over the remainder of 2025. We have agreed with the U.K. pension plans’ trustee that there is no immediate need for cash contributions to our U.K. pension plans, and we are currently in discussions with the trustee regarding future required contributions to our U.K. pension plans.

Distributions to Noncontrolling Interest in CFN

On January 31, 2025, CFN distributed $129 million to CHS for the distribution period ended December 31, 2024. On July 31, 2025, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2025 in accordance with CFN’s limited liability company agreement, and CFN distributed $175 million to CHS for this distribution period. The estimate of the partnership distribution earned by CHS, but not yet declared, for the third quarter of 2025 is approximately $106 million.

Cash Flows

Net cash provided by operating activities during the first nine months of 2025 was $2.21 billion, an increase of $362 million, compared to $1.85 billion in the first nine months of 2024. The increase in cash flow from operations was due primarily to an increase in gross margin, driven by increased average selling prices and higher sales volume, partially offset by higher natural gas costs.

Net cash used in investing activities was $707 million in the first nine months of 2025 compared to $273 million in the first nine months of 2024. Capital expenditures totaled $724 million during the first nine months of 2025 compared to $321 million in the first nine months of 2024. Our capital expenditures for the first nine months of 2025 included $213 million related to the Blue Point joint venture.

Net cash used in financing activities was $1.30 billion in the first nine months of 2025 compared to $1.74 billion in the first nine months of 2024. The decrease in net cash used in financing activities was due primarily to contributions from noncontrolling interests of $291 million in the first nine months of 2025, a decrease in share repurchases, and a decrease in dividends paid on common stock due to lower shares outstanding as a result of common shares repurchased under our share repurchase program. In the first nine months of 2025, we paid $1.02 billion for share repurchases compared to $1.13 billion in the first nine months of 2024. In the first nine months of 2025, dividends paid on common stock was $248 million compared to $278 million in the first nine months of 2024.

Critical Accounting Estimates

During the first nine months of 2025, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

See Note 2—New Accounting Standards for a discussion of recent accounting pronouncements.

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Forward-Looking Statements

From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our prospects, future developments and business strategies. We use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this document.

Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. Such factors include, among others:

•our ability to complete the projects at our Blue Point complex, including the construction of a low-carbon ammonia production facility with our joint venture partners and scalable infrastructure on schedule and on budget or at all;

•our ability to fund the capital expenditure needs related to the joint venture at our Blue Point complex, which may exceed our current estimates;

•the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results;

•the global commodity nature of our nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers;

•announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for our capital projects and maintenance;

•conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;

•the volatility of natural gas prices in North America and globally;

•weather conditions and the impact of adverse weather events;

•the seasonality of the fertilizer business;

•the impact of changing market conditions on our forward sales programs;

•difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery;

•reliance on third party providers of transportation services and equipment;

•our reliance on a limited number of key facilities;

•risks associated with cybersecurity;

•acts of terrorism and regulations to combat terrorism;

•the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;

•risks associated with international operations;

•our ability to manage our indebtedness and any additional indebtedness that may be incurred;

•risks associated with changes in tax laws and adverse determinations by taxing authorities, including any potential changes in tax regulations and our qualification for tax credits;

•risks involving derivatives and the effectiveness of our risk management and hedging activities;

•potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;

•regulatory restrictions and requirements related to greenhouse gas emissions, including announced or future changes in environmental or climate change laws;

•the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects;

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•risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required; and

•failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for information on our market risk exposure due to changes in commodity prices, interest rates and foreign currency exchange rates, and our utilization of natural gas derivatives and an analysis of the sensitivity of these derivatives. As of September 30, 2025, we had natural gas derivative contracts for 19.4 million MMBtus covering certain periods through March 2026.

ITEM 4.    CONTROLS AND PROCEDURES.

(a)    Disclosure Controls and Procedures.  The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)    Changes in Internal Control Over Financial Reporting. Other than changes due to the Company’s implementation of a new procurement and plant asset management system, which began in the second quarter of 2025 and continued in the third quarter of 2025, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended September 30, 2025.

			Issuer Purchases of Equity Securities
Period			Total number of shares (or units) purchased						Average price paid per share (or unit)(1)						Total number of shares (or units) purchased as part of publicly announced plans or programs(2)						Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands)(2)
July 1, 2025 - July 31, 2025			4,353			(3)			$	92.51					—						$	426,350
August 1, 2025 - August 31, 2025			2,281,274						84.81						2,281,274						232,880
September 1, 2025 - September 30, 2025			2,005,492			(4)			85.47						2,005,164						61,502
Total			4,291,119						$	85.12					4,286,438

_______________________________________________________________________________

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2022 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.

(2)On November 2, 2022, we announced that our Board of Directors (the Board) authorized the repurchase of up to $3 billion of CF Holdings common stock, which is effective through December 31, 2025 (the 2022 Share Repurchase Program). On May 6, 2025, we announced that the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon completion of the 2022 Share Repurchase Program and effective through December 31, 2029. These share repurchase programs are discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs in Part I of this Quarterly Report on Form 10-Q and in Note 14—Stockholders’ Equity, in the Notes to Unaudited Consolidated Financial Statements included in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q.

(3)Consists of shares withheld to pay employee tax obligations upon the lapse of restrictions on performance restricted stock units and restricted stock units.

(4)Includes 328 shares withheld to pay employee tax obligations upon the lapse of restrictions on performance restricted stock units and restricted stock units.

ITEM 5.    OTHER INFORMATION.

During the quarter ended September 30, 2025, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.

ITEM 6.    EXHIBITS.

A list of exhibits filed with this Quarterly Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index below.

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EXHIBIT INDEX

Exhibit No.			Description
10.1			First Amended and Restated Revolving Credit Agreement, dated as of September 4, 2025, by and among CF Industries Holdings, Inc., CF Industries, Inc., the designated borrower from time to time party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and the issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 9, 2025)
31.1			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) Notes to Unaudited Consolidated Financial Statements
104			Cover Page Interactive Data File (embed within the Inline XBRL document and included in Exhibit 101)

    

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CF INDUSTRIES HOLDINGS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						CF INDUSTRIES HOLDINGS, INC.
			Date: November 6, 2025			By:			/s/ W. ANTHONY WILL
									W. Anthony Will  President and Chief Executive Officer (Principal Executive Officer)
			Date: November 6, 2025			By:			/s/ GREGORY D. CAMERON
									Gregory D. Cameron  Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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