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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 5, 2025
CF
Industries Holdings, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-32597 |
|
20-2697511 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS.
Employer
Identification No.) |
2375
Waterview Drive Northbrook,
Illinois |
|
|
|
60062 |
| (Address
of principal executive offices) |
|
|
|
(Zip
Code) |
Registrant’s telephone number, including
area code (847) 405-2400
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On September 5, 2025,
W. Anthony Will informed CF Industries Holdings, Inc. (the “Company”) that he will be retiring as president and chief
executive officer of the Company, effective as of January 4, 2026. Mr. Will will thereafter serve as an employee and senior
advisor until March 15, 2026. In addition, Mr. Will will remain a member of the Board of Directors (the “Board”)
of the Company until the next annual meeting of shareholders to be held in 2026, at which time he will retire from the Board and not stand
for re-election.
On September 6, 2025,
the Board elected Christopher D. Bohn, currently the Company's executive vice president and chief operating officer, to succeed Mr. Will
as president and chief executive officer, effective as of January 4, 2026. Mr. Bohn has been a member of the Board since February 2024.
Mr. Bohn, age 57,
has served as our executive vice president and chief operating officer since February 2024 and leads the Company’s global
manufacturing, distribution, sales, supply chain, and clean energy solutions organizations. He was previously our executive vice
president and chief financial officer, with responsibility for strategic planning, business development and investor relations.
Prior to that role, he was our senior vice president and chief financial officer, from September 2019 to July 2023, our
senior vice president, manufacturing and distribution, from May 2016 to September 2019, our senior vice president,
manufacturing, from January 2016 to May 2016, our senior vice president, supply chain, from January 2015 to
December 2015, our vice president, supply chain, from January 2014 to December 2014, our vice president, corporate
planning, from October 2010 to January 2014 and our director, corporate planning and analysis, from September 2009 to
October 2010. Prior to joining CF Industries, Mr. Bohn served as chief financial officer for Hess Print Solutions from
August 2007 to September 2009. Earlier in his career, Mr. Bohn was vice president global financial planning and
analysis for Merisant Worldwide, Inc.
There are No family relationships
between Mr. Bohn and any director or executive officer of the Company, and there are No relationships or related transactions between
Mr. Bohn and the Company required to be reported.
As of the date of filing of
this Current Report on Form 8-K, no compensation decisions have been made in connection with the organizational changes described
above. Mr. Will’s and Mr. Bohn’s existing compensatory arrangements, grants and awards remain in effect. Once available,
any material changes to either executive’s compensation will be reported by an amendment to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 8,
2025, the Company issued a press release regarding Mr. Will’s announced retirement and Mr. Bohn’s election as
president and chief executive officer. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
The information furnished
in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | |
Description of Exhibit |
| 99.1 | |
Press Release dated September 8, 2025 |
| 104 | |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Date: |
September 8, 2025 |
CF INDUSTRIES HOLDINGS, INC. |
| |
|
|
|
| |
|
By: |
/s/ Michael P. McGrane |
| |
|
Name: |
Michael P. McGrane |
| |
|
Title: |
Vice President, General Counsel and Secretary |
