[8-K] CF Industries Holding, Inc. Reports Material Event

Rhea-AI Filing Summary

GT Biopharma (GTBP) filed an 8-K summarizing the results of its 24 Jul 2025 annual meeting. 58.9% of the 3.15 M outstanding shares were represented.

• Board elections: All four director nominees—Michael Breen, Charles Casamento, Hilary Kramer and David C. Mun-Gavin—were re-elected; support ranged 98.8-99.0% of votes cast, with 658.5 k broker non-votes.
• Auditor: Weinberg & Company, P.A. was ratified for FY-25 (96.8% FOR).
• Say-on-pay: Advisory approval of executive compensation passed with 97.3% FOR.
• Nasdaq Rule 5635 share issuance: Shareholders approved the potential issuance of ≥19.99% of common stock related to May 2025 financing agreements (97.3% FOR), enabling conversion of Series L 10% Preferred and exercise of associated warrants.
• Incentive plan: Amendment adding 583,334 shares to the 2022 Omnibus Incentive Plan passed (96.0% FOR).

No earnings data were provided. All proposals passed comfortably, clearing governance and capital-raising hurdles but creating potential dilution if convertible securities and warrants are exercised.

Positive

• Shareholders authorized issuance of ≥19.99% new equity, removing Nasdaq cap and enabling May 2025 financing to proceed.
• All governance items passed with >96% support, indicating strong shareholder confidence and reducing near-term proxy risk.

Negative

• Potential dilution from conversion of Series L preferred and warrant exercises could materially increase share count.
• Shareholder turnout was only 58.9%, reflecting limited retail engagement and possible governance vulnerability.

Insights

Financial Analyst

TL;DR: Routine meeting; all items passed, clearing path for financing but raising dilution risk.

Shareholder backing for the >19.99% issuance is crucial because it removes Nasdaq limits that could have blocked May 2025 financing instruments. This keeps liquidity options open for a cash-constrained biotech, generally constructive for funding pipeline progress. However, full conversion plus warrant exercise would materially expand the float, pressuring per-share metrics. The 583 k-share incentive plan increase is modest (<20% of meeting quorum) but adds incremental dilution. Overall governance support and auditor ratification reduce execution risk, yet investors should monitor timing and pricing of any conversions.

Corporate Governance Expert

TL;DR: Strong approval rates signal shareholder confidence; turnout only 59%.

Directors received ~99% FOR votes, indicating limited opposition activism. Say-on-pay support above 97% suggests executive compensation is not contentious. Still, sub-60% turnout highlights engagement challenges typical of micro-cap issuers. The board now has shareholder authorization to issue significant equity; proper disclosure and timing will be scrutinized to ensure fiduciary alignment. Auditor continuity limits financial statement disruption.

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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): July 20, 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 July 20, 2025, Senior Vice President, Manufacturing and Distribution, Ashraf Malik, informed CF Industries Holdings, Inc. (the “Company”) that he intends to retire from employment with the Company effective as of April 1, 2026.

On July 24, 2025, the Company issued a press release with respect thereto. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated July 24, 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:	July 24, 2025	CF INDUSTRIES HOLDINGS, INC.
		By:	/s/ Michael P. McGrane
		Name:	Michael P. McGrane
		Title:	Vice President, General Counsel and Secretary

FAQ

What was approved at GTBP's 2025 annual meeting?

All five proposals—board elections, auditor ratification, say-on-pay, large share issuance authorization and incentive plan amendment—were approved.

How many shares could GTBP issue under the Nasdaq Rule 5635 authorization?

Shareholders approved issuing 19.99% or more of outstanding common stock related to May 2025 financing agreements.

Did shareholders approve GTBP's executive compensation?

Yes. The non-binding say-on-pay resolution received 1,173,577 FOR vs. 20,396 AGAINST.

Who is GTBP's auditor for fiscal 2025?

Weinberg & Company, P.A. was ratified with 1,794,403 FOR votes.

What change was made to GTBP's 2022 Omnibus Incentive Plan?

An additional 583,334 shares were authorized for future awards.

What percentage of outstanding GTBP shares voted at the meeting?

58.93% of the 3,147,995 shares outstanding were represented.