CF Industries (CF) VP reports PRSU share vesting and tax share surrender

Rhea-AI Filing Summary

CF Industries Holdings executive Erik M. Mayer reported equity transactions involving company common stock. He acquired 968 shares on February 27, 2026 as shares earned from a 2023 performance restricted stock unit award tied to a three-year performance period ending December 31, 2025. On the same date, he disposed of 284 shares by surrendering them back to the company to cover tax withholding upon PRSU vesting. After these transactions, he directly owned 10,041 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mayer Erik M.

Role VP, Clean Energy & BusDevelop

Type	Security	Shares	Price	Value
Grant/Award	Common stock, par value $0.01 per share	968	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	284	$99.54	$28K

Holdings After Transaction: Common stock, par value $0.01 per share — 10,325 shares (Direct)

Footnotes (1)

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. 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).

Form 4 Insider Transactions: What Each Field Means →

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^*

Mayer Erik M.

(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)
	VP, Clean Energy & BusDevelop

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		968(1)	A	$0	10,325	D
Common stock, par value $0.01 per share	02/27/2026		F		284(2)	D	$99.54	10,041	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CF (CF) executive Erik M. Mayer report?

Erik M. Mayer reported two equity transactions. He acquired 968 CF Industries common shares from vesting performance restricted stock units, then surrendered 284 shares back to the company to satisfy tax withholding obligations related to that vesting.

Were Erik M. Mayer’s CF (CF) transactions open-market buys or sells?

The transactions were not open-market trades. One was an acquisition of 968 shares from a performance restricted stock unit award, and the other was a 284-share disposition to the company purely to cover tax withholding obligations.

What award generated the 968 CF (CF) shares for Erik M. Mayer?

The 968 shares came from a performance restricted stock unit (PRSU) award granted in 2023. The shares were earned based on pre-established performance metrics over a three-year period ending December 31, 2025, as determined by the company’s compensation committee.

Why did Erik M. Mayer surrender 284 CF (CF) shares to the company?

He surrendered 284 common shares back to CF Industries to cover tax withholding obligations. This occurred when his performance restricted stock units vested, and shares were withheld instead of paying the tax liability in cash.

How many CF (CF) shares does Erik M. Mayer own after these transactions?

Following the reported grant and tax-withholding disposition, Erik M. Mayer directly owns 10,041 shares of CF Industries common stock. This figure reflects the addition of earned PRSU shares and the surrender of shares to satisfy withholding taxes.

What role does Erik M. Mayer hold at CF (CF)?

Erik M. Mayer is an officer of CF Industries, serving as Vice President, Clean Energy & Business Development. The reported equity transactions relate to his compensation in the form of performance-based restricted stock units.