CF Industries EVP sells shares after award vests

CF Industries Holdings, Inc. executive Susan L. Menzel, EVP and Chief Administrative Officer, reported multiple common stock transactions.

Rhea-AI Filing Summary

CF Industries Holdings, Inc. executive Susan L. Menzel, EVP and Chief Administrative Officer, reported multiple common stock transactions. On February 27, 2026, she acquired 6,968 shares at no cost from a performance restricted stock unit award and surrendered 3,054 shares to cover tax withholding upon vesting. On March 2, 2026, she completed an open-market sale of 6,858 shares at $104.00 per share. After these transactions, she directly owned 84,917 shares of CF Industries common stock.

Insider Trade Summary

Net Seller: 6,858 shares

Net Sell 3 txns

Insider Menzel Susan L

Role EVP and Chief Admin. Officer

Sold 6,858 shs ($713K)

Type	Security	Shares	Price	Value
Sale	Common stock, par value $0.01 per share	6,858	$104.00	$713K
Grant/Award	Common stock, par value $0.01 per share	6,968	$0.00	$0.00
Exercise Price or Tax Liability	Common stock, par value $0.01 per share	3,054	$99.54	$304K

Holdings After Transaction: Common stock, par value $0.01 per share — 84,917 shares (Direct)

Footnotes (2)

1. F1. Reflects shares of common stock earned pursuant to a performance restricted stock unit (PRSU) award granted in 2023, as determined by the Compensation and Management Development Committee based on pre-established performance metrics for the three-year performance period ended December 31, 2025.
2. F2. The reporting person surrendered shares of common stock to the company in order to fulfill tax withholding obligations upon the vesting of performance restricted stock units (PRSUs).

FAQ

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

What insider transactions did CF (CF Industries) executive Susan Menzel report?

Susan Menzel reported a grant of 6,968 CF Industries shares from a performance stock award, a tax-withholding disposition of 3,054 shares, and an open-market sale of 6,858 shares at $104.00 each, leaving her with 84,917 directly owned shares.

How many CF (CF Industries) shares did Susan Menzel sell and at what price?

Susan Menzel sold 6,858 CF Industries common shares in an open-market transaction at $104.00 per share. This Form 4 sale followed a recent stock award vesting and reduced her direct holdings to 84,917 shares after completion of all reported transactions.

What stock award did CF (CF Industries) grant Susan Menzel according to the Form 4?

CF Industries granted Susan Menzel 6,968 common shares earned from a 2023 performance restricted stock unit award. The award was determined by the Compensation and Management Development Committee based on pre-established performance metrics for the three-year period ending December 31, 2025.

Why did Susan Menzel surrender CF (CF Industries) shares in this Form 4 filing?

Susan Menzel surrendered 3,054 CF Industries shares to the company to satisfy tax withholding obligations. This surrender occurred upon the vesting of her performance restricted stock units and is reported as a tax-withholding disposition rather than an open-market sale transaction.

How many CF (CF Industries) shares does Susan Menzel own after these transactions?

Following the reported grant, tax-withholding share surrender, and open-market sale, Susan Menzel directly owns 84,917 CF Industries common shares. This post-transaction ownership figure is disclosed in the Form 4 as her remaining direct beneficial interest in the company’s stock.

What period did Susan Menzel’s CF (CF Industries) performance award cover?

Susan Menzel’s performance restricted stock unit award covered a three-year performance period ending December 31, 2025. Shares earned under this 2023 grant were determined by the Compensation and Management Development Committee using pre-established performance metrics for that specified performance timeframe.

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

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Accepted by SEC EDGAR 03/03/2026 - 04:20 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Menzel Susan L

(Last) (First) (Middle)

C/O CF INDUSTRIES HOLDINGS, INC.

2375 WATERVIEW DRIVE

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CF Industries Holdings, Inc. [ CF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	02/27/2026		A		6,968(1)	A	$0	94,829	D
Common stock, par value $0.01 per share	02/27/2026		F		3,054(2)	D	$99.54	91,775	D
Common stock, par value $0.01 per share	03/02/2026		S		6,858	D	$104	84,917	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares of common stock earned pursuant to a performance restricted stock unit (PRSU) award granted in 2023, as determined by the Compensation and Management Development Committee based on pre-established performance metrics for the three-year performance period ended December 31, 2025.

2. The reporting person surrendered shares of common stock to the company in order to fulfill tax withholding obligations upon the vesting of performance restricted stock units (PRSUs).

	/s/ Michael P. McGrane, by power of attorney	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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