CF Industries clarifies Blue Point JV stakes as JERA option expires

CF Industries Holdings, Inc. reported that a conditional ownership option related to its Blue Point Number One, LLC joint venture with JERA Co., Inc. and Mitsui & Co., Ltd. has expired and can no longer be used.

Rhea-AI Filing Summary

CF Industries Holdings, Inc. reported that a conditional ownership option related to its Blue Point Number One, LLC joint venture with JERA Co., Inc. and Mitsui & Co., Ltd. has expired and can no longer be used. The joint venture was formed to construct, produce and sell low‑carbon ammonia, with CF Industries holding 40% ownership, JERA 35%, and Mitsui 25%.

Under the original agreement, JERA had an option, subject to a specific condition, to reduce its ownership to as low as 20%, with CF Industries required to increase its stake by the same amount. That option has now lapsed, so the existing ownership structure remains in place without this potential adjustment mechanism.

Insights

Equity & governance analyst

CF’s joint venture ownership now fixed as JERA’s reduction option has lapsed.

The update clarifies the ownership framework of the Blue Point Number One, LLC joint venture focused on low‑carbon ammonia. CF Industries retains its 40% stake alongside JERA at 35% and Mitsui at 25%, with no remaining option for JERA to reduce its interest and shift additional ownership to CF.

Previously, JERA could, if a specified condition was met, cut its stake down to as low as 20%, obligating CF to increase its own stake by the same amount. With that option now expired and no longer exercisable, the ownership percentages are more stable under the current agreement. Future disclosures about project financing, construction progress, or offtake arrangements would further shape the joint venture’s financial significance.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What joint venture did CF (CF) form with JERA and Mitsui?

CF Industries formed a joint venture called Blue Point Number One, LLC with JERA Co., Inc., Japan’s largest energy company, and Mitsui & Co., Ltd., a global investment and trading company, to construct, produce and offtake low‑carbon ammonia.

What are the ownership percentages in CF’s Blue Point Number One joint venture?

In the Blue Point Number One, LLC joint venture, CF Industries holds 40% ownership, JERA holds 35%, and Mitsui holds 25%, as disclosed in the report.

What option did JERA previously have in the Blue Point joint venture with CF?

Under the joint venture’s limited liability company agreement, JERA had a conditional option that, if a specified condition were met, allowed it to reduce its ownership below 35% but not lower than 20%, with CF Industries required to increase its ownership by the same amount.

What change did CF (CF) disclose about JERA’s ownership option?

CF Industries disclosed that JERA’s conditional option has expired and is no longer exercisable. As a result, the previously available mechanism for JERA to reduce its ownership and for CF to increase its stake is no longer in effect.

Does the expiration of JERA’s option change CF’s current ownership in the joint venture?

The disclosure indicates that CF Industries’ ownership remains at 40% in the Blue Point Number One joint venture, alongside JERA’s 35% and Mitsui’s 25%, with the conditional option that could have altered these percentages now lapsed.

What is the strategic focus of CF’s Blue Point Number One joint venture?

The Blue Point Number One joint venture is focused on the construction, production and offtake of low‑carbon ammonia, reflecting CF Industries’ participation in lower‑carbon energy and chemical value chains.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): January 9, 2026

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 8.01. Other Events.

On April 8, 2025, CF Industries Holdings, Inc. (“CF Industries”) announced that it 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”). CF Industries holds 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 had a conditional option that, if the specified condition were met, JERA could reduce its ownership below 35% but not lower than 20%. CF Industries would have had the right and obligation to increase its ownership by the same amount had JERA opted to reduce its ownership. The option is now expired and is no longer exercisable.

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: January 9, 2026	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Michael P. McGrane
	Name:	Michael P. McGrane
	Title:	Vice President, General Counsel and Secretary