CF Industries (NYSE: CF) SVP awarded shares, surrenders stock to cover PRSU taxes

Rhea-AI Filing Summary

CF Industries Holdings SVP and General Counsel Michael Patrick McGrane reported equity award activity involving company common stock. He acquired 1,258 shares on February 27, 2026 at $0.00 per share as shares earned from a 2023 performance restricted stock unit award based on pre-established metrics for the three-year period ended December 31, 2025.

On the same date, he disposed of 523 shares at $99.54 per share by surrendering them to the company to satisfy tax withholding obligations upon vesting of performance restricted stock units. After these transactions, he directly owned 25,593 shares of CF Industries common stock, reflecting a net increase in his share holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McGrane Michael Patrick

Role SVP, Gen. Counsel & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common stock, par value $0.01 per share	1,258	$0.00	--
Tax Withholding	Common stock, par value $0.01 per share	523	$99.54	$52K

Holdings After Transaction: Common stock, par value $0.01 per share — 26,116 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^*

McGrane Michael Patrick

(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)
	SVP, Gen. Counsel & Secretary

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		1,258(1)	A	$0	26,116	D
Common stock, par value $0.01 per share	02/27/2026		F		523(2)	D	$99.54	25,593	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	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 Form 4 transactions did CF (CF Industries) disclose for Michael Patrick McGrane?

The Form 4 shows Michael Patrick McGrane received 1,258 CF Industries shares from a performance restricted stock unit award and surrendered 523 shares back to the company for tax withholding, resulting in a net increase in his directly held common stock.

How many CF Industries shares did Michael Patrick McGrane acquire in the latest Form 4?

He acquired 1,258 CF Industries common shares at zero cost, earned under a performance restricted stock unit grant from 2023. The award was based on pre-set performance metrics measured over a three-year period ending December 31, 2025, as determined by the compensation committee.

Why did Michael Patrick McGrane dispose of CF (CF Industries) shares in this Form 4 filing?

He disposed of 523 CF Industries shares at $99.54 per share by surrendering them to the company. According to the disclosure, this transaction satisfied tax withholding obligations triggered by the vesting of performance restricted stock units, rather than representing a discretionary sale.

What is Michael Patrick McGrane’s CF Industries share ownership after these Form 4 transactions?

Following the reported transactions, Michael Patrick McGrane directly owns 25,593 shares of CF Industries common stock. This reflects the addition of 1,258 earned shares from a performance award and the surrender of 523 shares back to the company for tax withholding purposes.

How were the 1,258 CF Industries shares earned under the performance restricted stock unit award?

The 1,258 shares were earned under a performance restricted stock unit award granted in 2023. The compensation committee determined the payout based on pre-established performance metrics evaluated over a three-year performance period ending December 31, 2025, consistent with the plan’s terms.

Who is the insider involved in this CF (CF Industries) Form 4 and what is his role?

The insider is Michael Patrick McGrane, who serves as Senior Vice President, General Counsel, and Secretary of CF Industries Holdings, Inc. The Form 4 details his receipt of performance-based shares and share surrender for tax withholding related to those equity awards.