CF Industries (NYSE: CF) secures $169.5M litigation settlement and ends AN deals

Rhea-AI Filing Summary

CF Industries Holdings, Inc. reported that its subsidiaries CF Industries Sales, LLC and CF Industries Nitrogen LLC have signed a settlement agreement resolving litigation with Orica entities and Nelson Brothers entities. As part of the settlement, Orica has agreed to pay the Company $169.5 million in cash.

The agreement also terminates the ammonium nitrate purchase agreements that the parties entered into in February 2014. This update is provided as informational and is furnished under Item 7.01, meaning it is not deemed filed for liability purposes under Section 18 of the Exchange Act.

Insights

Litigation and capital structure analyst

CF receives $169.5M cash from litigation settlement and ends legacy supply contracts.

CF Industries subsidiaries settled litigation with Orica and Nelson Brothers, with Orica agreeing to pay $169.5 million in cash. This one-time inflow can strengthen the Company’s balance sheet, depending on how it is ultimately used or accounted for in future periods.

The settlement also terminates ammonium nitrate purchase agreements signed in February 2014. Ending these long-standing contracts may change CF’s commercial relationship and sales mix in this product area, though the excerpt does not quantify the ongoing revenue or volume impact.

The disclosure is furnished under Item 7.01, so it is treated as supplemental information rather than being deemed filed under Section 18 of the Exchange Act. Investors will likely look to subsequent periodic reports for detail on the settlement’s accounting treatment and any commentary on operational effects.

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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): March 15, 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 7.01. Regulation FD Disclosure

On March 15, 2026, CF Industries Sales, LLC and CF Industries Nitrogen LLC, both subsidiaries of CF Industries Holdings, Inc. (collectively, the “Company”) signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Ltd. (“Orica”) and Nelson Brothers, Inc. and Nelson Brothers LLC (“Nelson Brothers”).

In connection with the resolution of the litigation pursuant to the settlement, Orica has agreed to pay the Company $169.5 million in cash. In addition, the settlement provides for the termination of the ammonium nitrate purchase agreements entered into in February 2014 between the parties.

The information furnished in this Item 7.01 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.

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: March 16, 2026	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Michael P. McGrane
	Name:	Michael P. McGrane
	Title:	Senior Vice President, General Counsel and Secretary

FAQ

What did CF (CF) announce regarding its litigation with Orica and Nelson Brothers?

CF announced that its subsidiaries signed a settlement agreement resolving litigation with Orica entities and Nelson Brothers entities. Under the settlement, Orica will pay CF $169.5 million in cash, and long-standing ammonium nitrate purchase agreements between the parties will be terminated.

How much cash will CF (CF) receive under the Orica settlement?

CF will receive $169.5 million in cash from Orica as part of the litigation settlement. This is a one-time payment to CF’s subsidiaries and may benefit liquidity, with detailed financial treatment expected in future periodic financial statements and related discussions.

Which CF (CF) subsidiaries are involved in the Orica and Nelson Brothers settlement?

The settlement involves CF Industries Sales, LLC and CF Industries Nitrogen LLC, both subsidiaries of CF Industries Holdings, Inc. These entities were parties to the litigation and to the February 2014 ammonium nitrate purchase agreements that are being terminated under the settlement.

What happens to CF (CF)’s ammonium nitrate purchase agreements with Orica and Nelson Brothers?

The settlement provides for the termination of ammonium nitrate purchase agreements entered into between the parties in February 2014. Ending these agreements may change CF’s commercial arrangements in ammonium nitrate, though the filing excerpt does not quantify the ongoing business impact.

How is CF (CF)’s settlement disclosure treated under U.S. securities laws?

The settlement information is furnished under Item 7.01, meaning it is not deemed filed for purposes of Section 18 of the Exchange Act. It also is not automatically incorporated by reference into Securities Act filings unless specifically referenced there by the company.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB