CF 10-K & 10-Q changes, risk factors and insider trading

Our industry is cyclical, and our operating results are highly dependent upon and fluctuate based upon changes in supply and demand of nitrogen productsproducts, and our business, financial condition, results of operations and cash flows tend to be negatively affected in periods of industry oversupply.

Selling prices for our products, which are global commodities or derived from global commodities, have fluctuated in response to periodic changes in supply and demand conditions. Supply of nitrogen products is affected primarily by available production capacity and operating rates, raw material costs and availability, energy prices, government policies and global trade. Demand for nitrogen products is affected by planted acreage, crop selection and fertilizer application rates, driven by population changes, economic growth, changes in dietary habits and non-food use of crops, such as production of ethanol and other biofuels. Demand also includes industrial uses of nitrogen, for exampleexample, chemical manufacturing and emissions reductants such as diesel exhaust fluid (DEF). Many factors affecting supply and demand of global nitrogen products are out of our control and could significantly impact our business, financial condition, results of operations and cash flows.

Periods, or anticipated periods, of strong demand, high-capacity utilization or increasing operating margins tend to stimulate global investment in production capacity. InDuring thesuch past,periods, nitrogen manufacturers, including the Company, have built new production facilitiescapacity or expanded capacity of existing production assets, or have announced plans to do so. The constructionConstruction of new nitrogen manufacturingproduction capacity in the industry, and improvements to increase output from existing production assets, increase nitrogen supply availability and place downward pressure on nitrogen selling prices, particularly when supply growth outpaces demand growth. For example, in the two-year period ended December 31, 2017, additional production capacity came online, and the average selling price for our products declined 34%, from $314 per ton in 2015 to $207 per ton in 2017.

Additional nitrogen production capacity has come online in the past 12 months and is expected to comecontinue onlineto do so globally over the next 12 months. In addition, we and other companies have announced plans to build new facilities for low-carbon ammonia, such as our proposedongoing plansdevelopment forof an export-oriented greenfielda low-carbon ammonia production facility at our Blue Point complex in Louisiana. We cannot predict the impact of this additional capacity on nitrogen selling prices. Also,Additionally, global or local economic, political and financial conditions or changes in such conditions, or other factors, may cause acceleration of announced and/or ongoing projects.projects, which could further impact nitrogen selling prices. Similarly, lower energy prices can spur increases in production in high-cost regions,production, which would result in increased supply and pressure on selling prices. Additionally, if imports increase into an oversupplied region, that region could experience lower prices.

We are subject to intense price competition from other producers. The nitrogen products that we produce are global commodities or are derived from global commodities, with little or no product differentiation. Customers tend to make their purchasing decisions of these products principally on the basis of delivered price and, to a lesser extent, low-carbon attributes, reliability, customer service and product quality. As a consequence, conditions in the global market, including pricing competition, for nitrogen products significantly influence our operating results.

China, the world’s largest producer and consumer of nitrogen fertilizers, currently has surplus capacity and many high-cost plants. As a result,government thepolicy domesticto limit exports of nitrogen industry in China is operating at less than full capacity. In addition, the Chinese government is currently limiting exportsfertilizers through a variety of measures. AHowever, a number of factors could encourage China to increase product capacity utilization or expand exports of nitrogen fertilizers, including changes in Chinese government policy, higher utilization of production capacity, devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal. Any increase in production or export volume could adversely affect the balance between global supply and demand and put downward pressure on global fertilizer prices, which could materially adversely affect our business, financial condition, results of operations and cash flows.

We also face competition from other fertilizer producers in the Middle East, Europe, Latin AmericaAfrica, and Africa.the Western Hemisphere, including Canada and Trinidad and Tobago (Trinidad). These producers, depending on market conditions, fluctuating input prices, geographic location and freight economics, may take actions at times with respect to price or selling volumes that adversely affect our business, financial condition, results of operations and cash flows. Some of these producers also benefit from non-market or government-set rates for natural gas pricing, which has resulted in significant volumes of exports to the United States. For example, the 2016 revocations of U.S. antidumping measures on solid urea and fertilizer grade ammonium nitrate from Russia allowed for increased imports from that country into the United States in recent years. In addition, in recent years, high volumes of urea ammonium nitrate solution (UAN) imports from Russia and Trinidad and Tobago (Trinidad) have negatively affected U.S. producers’ UAN profitability. Government policies in these regions may also stimulate future ammonia or hydrogen investments. Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, environmental or environmental/carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, India, and the Middle East.

Global competition for nitrogen products is also influenced by other factors, including currency exchange rates, including the relative value of the U.S. dollar and its impact on the cost of importing nitrogen products into the United States, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign jurisdictions and the laws and policies of the regions in which we operate, including the imposition of new duties, tariffs or quotas, that affect foreign trade and investment. For example, the imposition of duties, tariffs or quotas in a regionregion, such as the European Union’s imposition of additional and increasing tariffs on nitrogen fertilizers from Russia that began in July 2025, can directly impact product pricing in that region, which can lead to changes in global trade flows and impact the global supply and demand balance and pricing. Market participants customarily move product between regions of the world, or adjust trade flows, in response to these factors. North America, where we manufacture and sell most of our products, is one of the largest and most accessible nitrogen trading regions in the world. As a result, other manufacturers, traders and other market participants have historically moved nitrogen products to North America when there is uncertainty associated with the supply and demand balance in other regions or when duties, tariffs or quotas impact prices or trade flows in other regions. However,Changes proposedto tariffs on imports into the United States, potential retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may also impact prices or trade flows. Any such duties, tariffs and quotas can lead to uncertainty in the global marketplace and impact the supply and demand balance in many regions, which could adversely affect our business, financial condition, results of operations and cash flows. For example, in October 2019, the European Commission (therecently Commission)extended imposedthrough January 6, 2031, definitive anti-dumping duties on imports to the European Union (EU) of UAN manufactured in Russia, Trinidad and the United States. The European Commission launched its five-year review of these duties in October 2024, which continues into 2025. How long and at what level these duties will remain in effect and their long-term impact on the global market for nitrogen products are uncertain.

Governmental policies and changes thereto, including farm and biofuel subsidies, commodity support programs and tariffs, environmental and greenhouse gas (GHG) policies, as well as the prices of fertilizer products, may also directly or indirectly influence the number of acres planted, the mix of crops planted and the use of fertilizers for particular agricultural applications. For example, ethanol production in the United States contributes significantly to corn demand, representing approximately 40%35% of total U.S. corn demand, and is impacted by federal legislation mandating renewable fuels use. Mandated increases in ethanol production increases have led to an increase inincreased the amount of corn grown in the United States and to increasedrelated fertilizer usage for corn.usage. Other U.S. policies have had similar impacts on other crops including grains and soybeans. Conversely, while the current Renewable Fuel Standard encourages continued high levels of corn-based ethanol production, various interested parties have called to eliminate or reduce the renewable fuel mandate, or to eliminate or reduce corn-based ethanol as part of the renewable fuelsuch mandate. Additionally, other factors that drive the ethanol market include the prices of ethanol, gasoline and corn. Lower gasoline prices and fewer aggregate miles, driven by increased automobile fuel efficiency and the expansion of electric vehicle use, may put pressure on ethanol prices that could result in reduced profitability and lower production for the ethanol industry. This could have an adverse effect on corn-based ethanol production, planted corn acreage and fertilizer demand. Additionally, government incentives and other policies and recent increased investment in renewable biodiesel and associated soybean crush capacity may drive higher soybean oil prices, resulting in more planted acres allocated to soybeans and other oil crops and displacing some acreage traditionally planted to more nitrogen intensive crops such as grains and cotton.

Developments in crop technology, such as nitrogen fixation, the conversion of atmospheric nitrogen into compounds that plants can assimilate, or nitrogen-efficient varieties, or developments in alternatives to traditional animal feed or alternative proteins, could also reduce the use of nitrogen fertilizers and adversely affect the demand for our products. Widespread adoption of emerging application technologies or alternative farming techniques could disrupt traditional application practices, affecting the volume or types of fertilizer products used and timing of applications. In addition, from time to time various foreign governments and U.S. state legislatures have considered limitations on the use and application of nitrogen fertilizers due to concerns about the negative impact that the application of these products can have on the environment. For example, the United Kingdom has implemented an assurance scheme beginning in 2024 to limit the use of unprotected or uninhibited urea products between January and March of every year. While CF Fertilisers UK Limited does not sell solid urea fertilizer in the United Kingdom, limitations on fertilizer use have been and may be considered by other jurisdictions. In addition, Canada has announced a target of reducing emissions from fertilizers by 30% below 2020 levels by 2030 and is supporting implementation through improved nitrogen management and optimizing fertilizer use. These or other more stringent limitations on GHG emissions applicable to farmers, the end-users of our nitrogen fertilizers, could reduce the demand for our fertilizer products to the extent their use of our products increases farm-level emissions. Any reduction in the demand for our nitrogen fertilizer products, including as a result of technological developments or limitations on the use and application of nitrogen fertilizers, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In recent years, the cost of North American natural gas for the production of nitrogen fertilizers has been significantly lower than the cost of natural gas in other parts of the world where the industry’s marginal nitrogen producers are located. Any increases in the volume of liquefied natural gas (LNG) exported from the United States to other regions or increases in natural gas development outside the United States, particularly in regions where nitrogen products are produced, could increase our natural gas costs and/or lower natural gas costs for our competitors. In recent years, U.S. LNG export capabilities of the United States have expandedexpanded, and U.S. LNG exports from the United States have increased, resulting in the United States becoming thea leading exporter of LNG globallyglobally, aswith of 2023, and suchfurther expanded capabilities and export increases in exports are expected to continue following the resumption of U.S. export permitting in 2025. If natural gas prices outside of North America were to decrease or North American natural gas prices were to increase, our favorable energy cost differentials relative to the industry’s marginal nitrogen producers could significantly erode, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Adverse weather conditions during or following harvest may delay or eliminate opportunities to apply fertilizer in the fall. Weather can also have an adverse effect on crop yields, which could lower the income of growers and impair their ability to purchase fertilizer from our customers. Adverse weather conditions could also impact transportation of fertilizer, which could disrupt our ability to deliver our products to customers on a timely basis. Our quarterly financial results can vary significantly from one year to the next due to weather-related shifts in fertilizer applications, planting schedules and purchasing patterns. Over the longer-term,longer term, changes in weather patterns may shift the periods of demand for products and even the regions to which our products are distributed, which could require us to evolve our distribution system.

In addition, we use the North American waterway system extensively to ship products from some of our manufacturing facilities to our distribution facilities and our customers. We also export nitrogen fertilizer products via seagoing vessels from deep-water docking facilities at certain of our manufacturing sites on the U.S. river system near the U.S. Gulf. Therefore, persistent significant changes in river or ocean water levels (either up or down, such as a result of flooding, drought or climate change, for example), may require changes to our operating and distribution activities and/or significant capital improvements to our facilities. For example, recent low water levels on the U.S. river system and in the Panama Canal have delayed shipping in these locations, resulting in an increase in shipping costs.

Weather conditions or, in certain cases, weather forecasts, can also disrupt our operations and can affect the price of natural gas, the principal raw material used to make our nitrogen products. Colder and/or longer than normal winters and warmer than normal summers increase the demand for natural gas for residential and industrial use and for power generation, which can increase the cost and/or decrease the availability of natural gas. In addition, adverse weather events, such as extreme cold temperatures, storms, hurricanes, tornadoes, or floods, not only can cause loss of power or other impacts to our facilities or damage to or delays in logistics capabilities disrupting our operations, but also can impact the supply of natural gas and utilities and cause prices to rise.

Our transportation and distribution activitiesactivities, including those related to carbon dioxide (CO2) sequestration, rely on third party providers and are subject to environmental, safety and regulatory oversight. This exposes us to risks and uncertainties beyond our control that may adversely affect our operations and exposes us to additional liability.

We rely on natural gas pipelines to transport natural gas, the principal raw materialsmaterial used in our production process, to our manufacturing facilities. In addition, we rely on railroad, barge, truck, vessel and pipeline companies to coordinate and deliver finished products to our distribution system and to ship finished products to our customers. We also lease rail cars in order to ship finished products. Further to our clean energy strategy, we recently launched low-carbon ammonia production at our Donaldsonville complex and have ongoing investments in our Yazoo City and Blue Point complexes. This production and these investments are dependent on our third-party providers, including their CO2 pipelines and sequestration wells, for the transport and permanent sequestration of CO2. These transportation operations, equipment and services are subject to various hazards and other sources of disruption, including adverse operating conditions on the inland waterway system or on the seas with respect to oceangoing vessels, adverse weather conditions, system failures, unscheduled downtime, labor difficulties or shortages, shutdowns, delays, accidents such as spills and derailments, vessel groundings and other accidents and operating hazards. The inability of our third-party providers to develop or operate CO2 pipelines and sequestration wells would impact our ability to generate tax credits and recognize revenue for low-carbon ammonia sales. Additionally, due to the aging infrastructure of certain rail lines, bridges, roadways, pipelines, river locks, and equipment that our third-party service providers utilize, we may experience delays in both the receipt of raw materials or the shipment of finished product while repairs, maintenance or replacement activities are conducted. Also, certain third-party service providers, such as railroads, have from time to time experienced service delays or shutdowns due to capacity constraints in their systems, operational and maintenance difficulties, blockades, organized labor strikes, weather or safety-related embargoes and delays, and other events, which could impact the shipping of our products and cause disruption in our operations and supply chain.

These transportation operations, equipment and servicesservices, including those related to CO2 sequestration, are also subject to environmental, safety, and regulatory oversight. These operations are currently subject to stringent regulatory requirements due to concerns related to accidents, discharges or other releases of hazardous substances, terrorism, or the potential use of fertilizers as explosives. Governmental entities could implement new or more stringent regulatory requirements affecting the transportation of raw materials or finished products.products or affecting the transportation or sequestration of CO2.

In the United States and Canada, the railroad industry continues various efforts to limit its potential liability with respect to transportation of Toxictoxic Inhalationinhalation Hazardhazard materials, such as the anhydrous ammonia we transport to and from our manufacturing and distribution facilities. For example, various railroads shift liability to shippers by contract, purport to shift liability to shippers by tariff, or otherwise seek to require shippers to indemnify and defend the railroads from and against liabilities (including in negligence, strict liability, or statutory liability) that may arise from certain acts or omissions of the railroads, third parties that may have insufficient resources, or the Company or from unknown causes or acts of god. These initiatives could materially and adversely affect our operating expenses and potentially our ability to transport anhydrousammonia, ammoniaincluding andthe impact of potential rail mergers, which if approved, would reduce the number of Class I railroads available to transport ammonia. Additionally, the railroad initiatives could increase our liability for releases of our anhydrous ammonia while in the care, custody and control of the railroads, third parties or us, for which our insurance may be insufficient or unavailable. New or more stringent regulatory requirements also could be implemented affecting the equipment used to ship our raw materials or finished products. Restrictions on service, increases in transportation costs, or changes in such costs relative to transportation costs incurred by our competitors, and any railroad industry initiatives that may impact our ability to transport our products, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our nitrogen manufacturing facilities are located at nine separate nitrogen complexes, the largest of which is the Donaldsonville complex, which represented approximately 40% of our ammonia production capacity as of December 31, 2024.2025. The suspension of operations at any of these complexes could adversely affect our ability to produce our products and fulfill our commitments and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Operational disruptions could occur for many reasons, including natural disasters, adverse weather conditions, unplanned maintenance and other manufacturing problems, such as mechanical failures, disease, strikes or other labor unrest or transportation interruptions. For example, our Donaldsonville and Waggaman complexescomplexes, and our under development Blue Point complex, are located in an area of the United States that experiences extreme weather events, including a relatively high level of hurricane or high wind activity, and several of our other complexes are also located in areas that experience extreme weather events. Extreme weather events, including temperature extremes, depending on their severity and location, have the potential not only to damage our facilities and disrupt our operations, but also to affect adversely the shipping and distribution of our products. Moreover, our facilities may be subject to failure of equipment that may be difficult to replace or have long delivery lead times, due in part to a limited number of suppliers, and could result in operational disruptions.

We rely on internal and third-party information technology and computer control systems in many aspects of our business, including internal and external communications, the management of our accounting, financial and supply chain functions and plant operations, some of which are within our control and some of which are within the control of third parties, to accumulate, process, store, and transmit large amounts of confidential information. If we do not allocate and effectively manage the resources necessary to build, implement and sustain the proper technology infrastructure, we could be subject to transaction errors, inaccurate financial reporting, processing inefficiencies, the loss of customers, business disruptions, or the loss of or damage to our confidential business information due to a security breach. In addition, our information technology systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. Security breaches of our systems (or the systems of our customers, suppliers or other business partners) could result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, business partners, customers or suppliers, and may subject us to legal liability.

As with most large systems, ourOur information technology systems (and those of our business partners and other third-parties) have in the past been, and in the future likely will be, subject to computer viruses, malicious codes, unauthorized access and other cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase. Any of the attacks, breaches or other disruptions or damage described above could: result in an operational interruption or failure at one or more sites; damage our operations; delay production and shipments; expose us to ransom payment, other demands, or paralyze our operations; result in the theft of our and our customers’ intellectual property and trade secrets; damage customer and business partner relationships and our reputation; result in legal claims and proceedings, liability and penalties under privacy or other laws, including for unauthorized disclosure of personally identifiable information, or increased costs for security and remediation; or raise concerns regarding our accounting for transactions. Each of these consequences could have an adverse effect on our business, reputation and our financial statements, some of which could be material. From time to time, we update, transition, acquire, or expand use of our and third-party information technology systems, which may result in additional vulnerability.

Our business involves the use, storage, and transmission of information about our employees, customers, and suppliers. The protection of such information, as well as our proprietary information, is critical to us.us, and we are subject to various laws and regulations globally regarding privacy and data protection, including laws and regulations relating to the collection, storage, handling, use, disclosure, transfer, and safekeeping of personal information. The regulatory environment surrounding information security and privacy is increasingly demanding, and the subject of significant attention by regulators and private parties globally, with frequent imposition of new requirements and changes to existing requirements. Breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential data about us or our employees, customers or suppliers, including the potential loss or disclosure of such information or data as a result of fraud, trickery, or other forms of deception, could expose us or our employees, customers, suppliers or other individuals or entities affected to a risk of loss or misuse of this information, which could ultimately result in litigation and potential legal and financial liability. These events could also damage our reputation or otherwise harm our business.

Like other companies with major industrial facilities, we may be targets of terrorist activities. Many ofGenerally, our plants and facilities store significant quantities of ammonia and other materials that can be dangerous if mishandled. Any damage to infrastructure facilities, such as electric generation, transmission and distribution facilities, or injury to employees who could be direct targets or indirect casualties of an act of terrorism, may affect our operations. Any disruption of our ability to produce or distribute our products could result in a significant decrease in revenues and require significant additional costs to replace, repair or insure our assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Due to concerns related to terrorism, the toxic properties of ammonia, or the potential use of certain nitrogen products as explosives, we are subject to various security laws and regulations. In the United States, theseU.S. security laws include the Maritime Transportation Security Act of 2002 and the Chemical Facility Anti-Terrorism Standards (although this legislation is currently expired as Congress works to reauthorize it). Governmental entities could implement new or impose more stringent regulations affecting the security of our plants, terminals and warehouses or the transportation and use of fertilizers and other nitrogen products. These regulations could result in higher operating costs or limitations on the sale of our products and could result in significant unanticipated costs, lower revenues and reduced profit margins. It is also possible that governmental entities in the United States or elsewhere could impose additional limitations on the use, sale or distribution of the specific nitrogen products that can be used as explosives, thereby limiting our ability to manufacture or sell those products, or exposing us to legal liability if our products were used illicitly.

Our international business operations are subject to numerous risks and uncertainties, including difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; unexpected or conflicting changes in regulatory environments; currency fluctuations; tax rates that may exceed those in the United States; earnings that may be subject to withholding requirements; and changes in global trade policy, including the imposition of tariffs, embargoes, exchange controls or other restrictions.

Changes in governmentalglobal trade policies can lead to the imposition of new taxes, levies, duties, tariffs or quotas affecting agricultural commodities, fertilizer or industrial products. These can alter or impact costs, trade flows, demand for our products, access to raw materials, capital equipment, and other supplies, and regional supply and demand balances for our products. ProposedChanges to tariffs on imports into the United States, potential retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may impact our existing operations or our planned strategic ventures and could adversely affect our business, financial condition, results of operations and cash flows.

We are subject to anti-corruption laws and regulations and economic sanctions programs in various jurisdictions, including the following: U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act; regulations under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; and economic sanctions programs administered by the United Nations (UN),Nations, the EU and the Office of Foreign Assets Control of the U.S. Department of the Treasury. As a result of doing business internationally, we are exposed to risks of violating anti-corruption laws and sanctions regulations applicable in those countries where we, our partners or our agents operate. Violations of anti-corruption and sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. The violation of applicable laws by our employees, consultants, agents or partners could subject us to penalties and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are also subject to antitrust and competition laws in various countries throughout the world.jurisdictions. We cannot predict how these laws or their interpretation, administration and enforcement will change over time. Changes in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth.

The occurrence of any one or more of these factors could also increase our costs and adversely affect our results of operations.

As of December 31, 2024,2025, we had approximately $3.0$3.25 billion of total funded indebtedness, consisting primarilysolely of unsecured senior notes with varying maturity dates between 20262034 and 2044, or approximately 28%29% of our total capitalization (total debt plus total equity), and an additional $750 million of unsecured senior borrowing availability (reflecting no outstanding borrowings and no outstanding letters of credit) for general corporate purposes under our revolving credit agreement (the Revolving Credit Agreement).agreement. Our debt service obligations will have an impact on our earnings and cash flow for soas long as the indebtedness is outstanding.

•expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under theour Revolvingrevolving Creditcredit Agreement,agreement, could be at variable rates of interest;

•restrict our ability to pay dividends on our common stock or utilize excess cash to repurchase shares of our common stock;

The terms of our existing indebtedness allow us to incur significant additional debt. If we incur additional indebtedness, the risks that we face as a result of our leverage could intensify. If our financial condition or operating results deteriorate, our relations with our creditors, including the holders of our outstanding debt securities, the lenders under theour Revolvingrevolving Creditcredit Agreementagreement and our suppliers, may be materially and adversely affected.

On August 16, 2022, theThe Inflation Reduction Act of 2022 (IRA) was enacted into law, which among other things, expanded production tax credits for carbon sequestration and introduced clean hydrogen production tax credits. The changeOne Big Beautiful Bill Act, enacted in U.S.July presidential2025, administrationfurther modified carbon sequestration tax credits and regulatorylimited leadershipthe mayduration resultof inthe clean hydrogen production tax credits. Further changes to the underlying legislation or the final guidance issued andmay impact our ability to receive anticipated tax credits for our low-carbon ammonia projects.

We also need to comply with other new, evolving or revised tax laws and regulations. The enactment of, or increases in, carbon taxes, tariffstaxes or value added taxes, or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, could have an adverse effect on our financial condition and results of operations.

From time to time, we utilizeuse natural gas derivatives to hedge our financial exposure to the price volatility of natural gas, the principal raw material we use in the production of nitrogen-based products. We may use natural gas futures, swaps and option contracts traded in over-the-counter markets or on exchanges. In addition, fromFrom time to time, we may also use fixed-price, physical purchase and sales contracts to hedge our exposure to natural gas price volatility. To manage our exposure to changes in foreign currency exchange rates, we may from time to time use foreign currency derivatives (primarily forward exchange contracts).

Our liquidity could be negatively impacted by a counterparty default on settlement of one or more of our derivative financial instruments or by the triggering of any cross default provisions or credit support requirements against us. Additionally, the International Swaps and Derivative Association master netting arrangements for most of our derivative instruments contain credit-risk-related contingent features, such as cross-default provisions and credit support requirements. In the event of certain defaults or a credit ratings downgrade, our counterparty may request early termination and net settlement of certain derivative trades or may require us to collateralize derivatives in a net liability position.

We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada, the United Kingdom, Trinidad and other locations, including laws and regulations relating to the generation, handling and disposal of hazardous substances and wastes; the introduction of new chemicals or substances into a market; the cleanup of hazardous substance releases; the discharge of regulated substances to land, air or water; and the demolition and cleanup of plant sites upon permanent closure. InThe thelaws Unitedand States,regulations theseacross jurisdictions are increasingly complex and sometimes conflicting. Relevant U.S. laws include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), and the Toxic Substances Control ActAct. and various other federal, state, provincial, local and international laws. In November 2021, theThe Infrastructure Investment and Jobs Act of 2021 reinstated and doubled the Superfund tax on chemicals, including ammonia and nitric acid. These taxes were put in place from July 1, 2022run through December 31, 2031 and apply to both the domestic production and import of ammonia and nitric acid products, except to the extent such products are used in fertilizer or animal feed, used as fuel or exported.

Violations of environmental, health and safety laws can result in substantial penalties, court or administrative orders to undertake capital improvements, such as installing pollution-control equipment, civil and criminal sanctions, permit revocations, and facility shutdowns. Environmental, health and safety laws change regularly and could become more stringent over time. As a result, we have not always been and may not always be in full compliance with all environmental, health and safety laws and regulations. We may be subject to more stringent enforcement of existing or new environmental, health and safety laws in the future. Additionally, futureFuture environmental, health and safety laws and regulations or reinterpretation of or changes to current laws and regulations may require us to make substantial expenditures or modify business plans. In addition, theThe extent and nature of existing, proposed and future environmental, health and safety regulations are increasingly uncertain in light of recent U.S. Supreme Court decisions, including Loper Bright Enterprises v. Raimondo, that limit deference to regulatory agencies in the context of certain regulatory decisions. Our costs to comply with, or any liabilities under, these laws and regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

From time to time, our production, distribution or storage of anhydrous ammonia and other hazardous or regulated substances has resulted in accidental releases that have temporarily disrupted our operations and/or resulted in liability for administrative penalties, cleanup costs, and/or claims for personal injury. To date, our costs to resolve these liabilities have not been material. However, we could incur significant costs if we experience a significant accidental release and our liability coverage is not sufficient to pay for all or a large part of any judgments against us, or if our insurance carrier refuses coverage for these losses.

We hold numerous environmental and other governmental permits and approvals authorizing operations at each of our facilities.facility operations. Expansion or modification of our existing operations or development of new operations is predicated upon securing necessary environmental or other permits or approvals, and in some cases, the ability of our partners, lessors and other third-party providers, as applicable, to secure such permits or approvals. More stringent environmental, health and safety laws and regulations, a reinterpretation of or changes to current laws and regulations, or community or interest group opposition to permits and approvals could make it more difficult to obtain or renew necessary governmental permits (including renewals thereof) or approvals. In addition,Further, a focus on local and community effects of industrial operations, including chemical plantsplants, pipelines and pipelines,carbon sequestration wells, could impact decisions relating to the issuanceissuances of new or renewal of existing permits. A decision by a government agencyagency’s todenial denyof or delay in issuing a new or renewed regulatory permit or approval, or to revokerevocation or substantiallysubstantial modifymodification of an existing permit or approval, a legal challenge to our permits, or a determination that we have violated a law or permit could have a material adverse effect on our ability to continue facility operations at our facilities and on our business, financial condition, results of operations and cash flows.

Regulatory or legislative restrictionsprovisions onrelated to GHG emissions in the jurisdictions in which we operate or conduct business could materially adversely affect our business, financial condition, results of operations and cash flows.

Our production facilities emit GHGs, such as carbon dioxide (CO2) and nitrous oxide,oxide. andThe primary raw material used in our production process is natural gas, a fossil fuel thatwhich releases methane when extracted from the earth,earth isand awhen primarytransported. raw material used in our nitrogen production process. Because conventionalConventional ammonia production is considered an emissions- and energy-intensive industry because it generates CO2 as an unavoidable chemical byproduct, ammonia production globally is considered an emissions- and energy-intensive industry.byproduct. We are subject to GHG regulations in the United Kingdom, CanadaCanada, the European Union and the United States. In the United States, our existing facilities, which are considered large emitters of GHGs, currently are only subject to GHG emissions reporting obligations.obligations, Newwhich the current U.S. presidential administration has proposed to eliminate. In certain jurisdictions, new facilities that we build, or existing facilities that we modify in the future, could also be subject to GHG emissions standards included in their air permits.

Concern over the effects of climate change has driven many countries to establish ever more ambitious GHG reduction targets and initiatives to achieve them. These targets and initiatives are subject to significant change based on political leadership.leadership Forthat example,could theimpact newour business. The U.S. presidentialgovernment administrationhas and regulatory leadership havemade, proposed, and may propose further, policy, regulatory and enforcement changes that may result in the narrowing and/or repeal of environmental and climate change-related laws, regulationsregulations, commitments and implementation thereof. These changes, and any administrative and judicial challenges to them or further changes by future administrations, create uncertainty for our business. For example, adoption of a proposed rule to repeal the GHG emissions reporting obligations for most source categories, without changes to the IRAIRS’ guidance on the process for documenting clean energy tax credits, may delay or eliminate our ability to realize anticipated tax credits or limit our low-carbon ammonia export opportunities. Any changes to clean energy tax credit programs utilized by us may impact our ability to receive anticipated tax credits for our low-carbon ammonia projects, which, in turn, could negatively affect the profitability of these projects. Moreover, lowering of GHG reduction targets and the efforts to achieve them, in or outside the United States, may prevent or significantly reduce the development of demand for our low-carbon ammonia products.

Our manufacturing plants in Canada are subject toCanadian regulations that impose a price on excess GHG emissions. These regulations establishprice carbon dioxide equivalent (CO2e) emissions standards applicable toof our Canadian facilities inbased terms ofon emissions per unit of production. If CO2e emissions exceed the applicable standards, the excess emissions must be offset, either by obtaining qualifying emission credits or offsets or makingpaying a paymentdirect foremissions eachcharge per metric tonton, of excess emissions,with the regulated price of which willto increase annually through 2030. Those regulations are being reviewed at the federal and provincial levels in 2026, which could result in an increase in the costs our Canadian facilities incur.

More stringent GHG regulations, if they are enacted, are likely to have a significant impact on us, because our production facilities emit GHGs such as CO2 and nitrous oxide and because natural gas, a fossil fuel that releases methane when extracted from the earth,gas is athe primary raw material used in our nitrogen production process. RegulationGHG of GHGsregulations may require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency, limit our output, require us to make capital improvements to our facilities, increase our costs for or limit the availability of energy, raw materials or transportation, or otherwise materially adversely affect our business, financial condition, results of operations and cash flows. Changes could also be made to tax or other regulatory policies related to decarbonization, electricity generation or clean energy that could impact our business and investment decisions. In addition, toTo the extent that GHG restrictions are not imposed in countries where our competitors operateoperate, or on competing products, or are less stringent than regulations that are or may be imposed inon the United States, Canadaus or theour United Kingdom,products, our competitors may have cost or other competitive advantages over us.

In addition to regulations restrictingconcerning the emission of GHGs, many jurisdictions have implemented or are considering regulations requiring the disclosure of certain climate and other sustainability information, including related to companies’ efforts to reduce GHG emissions, impacts on the environment and risks associated with climate change.change, Theseas disclosurewell as regulations concerning environmental claims (such as the UK Green Claims Code and EU Empowering Consumers Directive 2024/825), breaches of which may result in significant financial penalties. Such requirements could inform future regulatory or enforcement action or influence demand for our products in a manner that could negatively impact us.

We have made and expect to continue to make significant investments in our clean energy strategy (including our low-carbon ammonia projects) that may not create any or our expected value of such investments if demand for low-carbon ammonia does not develop and mature to the size and at the rate we expect. SuchDemand marketfor low-carbon ammonia is dependent in part on the developing market for low-carbon hydrogen, for which ammonia can serve as a transport and storage mechanism. These markets are heavily influenced by demand for clean energy, technology evolution and federal, state and local government laws, regulations and policies concerning carbonGHG emissions, renewable electricity, clean energy, and corporate accountability in the United States and abroad. These factors may also affect the market criteria for low-carbon ammonia, including the degree of reduction of direct GHG emissions and the requirements of renewable electricity.

We believe the demand for low-carbon ammonia could take several years to materialize and then ten or more years to fully develop and mature, and we cannot be certain that this marketdemand or the marketdemand for low-carbon hydrogen will grow to the size or at the rate we expect or at all. HydrogenIn currently2025, accountshydrogen was estimated to account for approximately 1%2% of the world’sglobal energy needs.

The recognition and acceptance of low-carbon ammonia as a transport and storage mechanism for low-carbon hydrogen, the use of low-carbon ammonia as a fuel in its own right, the use of low-carbon ammonia as a fertilizer, and the development and growth of end market demand and applications for low-carbon hydrogen and low-carbon ammonia are uncertain and dependent on a number of factors outside of our control. These factors include, among others,include the extent to which and rate at which cost competitive global renewable energy capacity increases, the pricing of traditional and alternative sources of energy, the realization of technological improvements required to increase the efficiency and lower the costs of production of low-carbon ammonia, the uncertainty of changes in regulatory environments, the rate and extent of infrastructure investment and development which may be affected by the relevant parties’ ability to obtain permits for these investments, the availability of tax benefits and other incentives, the implementation of policy in foreign jurisdictions providing economic support for or otherwise mandating decarbonization and our ability to provide low-carbon ammonia offerings cost-effectively. In addition, further development of alternative decarbonization technologies may result in viable alternatives to the use of low-carbon ammonia for many potential decarbonization applications, resulting in lower-than-expected market demand growth relative to our current expectations. If a sustainable market for low-carbon ammonia or hydrogen fails to develop, develops more slowly than we anticipate, or develops in a way that is not viable to serve with our assets and capabilities, we may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan or may have committed to investments involving substantial capital expenditures which might not yield returns required to justify such investments.

Our clean energy strategy also depends on the realization of certain technical improvements required to increase the efficiency and lower the costs of production of low-carbon ammonia. Over time, as we seek to convert additional existing facilities to low-carbon production and further expand our low-carbon ammonia production capacity, we may face operational difficulties and execution risks related to the design, development and construction.construction work to do so. If our assumptions about the engineering and project execution requirements necessary to successfully build or convert the facility capacity that we are contemplating and to scale up to larger production quantities prove to be incorrect, we may be unable to produce substantial quantities of low-carbon ammonia, and the cost to construct such low-carbon ammonia facilities, or the production costs associated with the operation of such facilities, may be higher than we project. The production of low-carbon ammonia depends to a large extent upon the ability of third parties to develop classClass VI carbon sequestration wells and CO2 transportation pipelines, which currently do not exist at large scale and are subject to a permitting process and operational risks, which may result in delays, impact viability in some or all situations, or create long-term liabilities. For example in October 2025, Louisiana’s government established new permitting criteria and policy guidance for the state’s Class VI underground injection control program for carbon sequestration, including emphasizing public engagement, economic development, and local community investment, and imposed an indefinite moratorium on all new applications for Class VI underground injection wells while the state works through pending applications.

Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, or environmental/carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, and the Middle East.America. In the event that the growth in supply of low-carbon ammonia and low-carbon hydrogen exceeds the growth in demand for those products, the resulting unfavorable supply and demand balance could lead to lower selling prices than we expect for many of our products, which could negatively affect our business, financial condition, results of operations and cash flows.

Demand for low-carbon ammonia and other nitrogen fertilizers is also incentivized by the availability of environmental attributes,attribute creditscredit and incentivesincentive for such projects,programs, including tax credits. There is no assurance that programs providing credits and incentives for theseproduction of environmental attributes and markets for them will continue to be available or exist. With respect to the voluntary trade of environmental attributes, there is a risk that purchasers may elect to cease such purchases for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by us, including shifting preferences for types of environmental attributes. The pricing and value of certain environmental attributes is also difficult to determine and may fluctuate. Several factors may affect the price of environmental attributes that are beyond our control, including but not limited to, the underlying markets and legislative and regulatory changes, including the level of commitment to the goals of multinational climate commitments by both governments and corporations and other private and public initiatives aimed at measuring, accounting and reducing GHG emissions, and the Company’s and its partners’ technologies to reduce carbon intensity.

•the parties’ ability to retain key business relationships, including relationships with employees, customers, partners and suppliers;

SomeWe ofhave and may enter into joint ventures to invest in our largest contemplated projects involve joint ventures.business. For example, in 2025, we have entered into a joint development agreements (JDAs)venture with two potentialJapanese partners, Mitsui & Co., Ltd. and JERA Co., Inc. The JDAs guide our evaluation of potential joint venturespartners to build a greenfield ammonia plant to supplyproduce low-carbon ammoniaammonia. toThis developingjoint energy markets and traditional ammonia markets where demand for low-carbon product is emerging. These JDAsventure and other joint venturesimilar arrangements we may enter into may involve significant risks and uncertainties, including the ability of us and our strategic partners to cooperate, us and our strategic partners having inconsistent interests or goals that are inconsistent with ours,goals, ours and our partners ability to realize tax, financial and other programs incentivizing low-carbon production, and the potential that our strategic partners may be unable or unwilling to meet their financial or other obligations to the joint venture, which may negatively impact the expected benefits of the joint venture and cause us to incur additional expense or suffer reputational damage. In addition, due to the nature of these arrangements, we may have limited ability to direct or influence the management of the joint venture, which may limit our ability to assist and oversee the design and implementation of the joint venture’s business as well as its accounting, legal, governance, human resources, information technology, and other administrative systems. This may expose us to additional risks and uncertainties because we may be dependent upon and subject to liability, losses, or reputational damage relating to systems, controls, and personnel that are not under our control. These risks may be exacerbated when the joint venture is operating outside the United States due to geopolitical and political uncertainty and differences in language, culture, and regulation, as well as the factors listed above that are relevant to our international operations.

InFurther, addition, mostour major capital projects are dependentdepend on the availability and performance of engineering firms, construction firms, equipment and material suppliers, transportation providers and other vendors necessary to design and implement those projects on a timely basis and on acceptable terms. MajorOur investments such asmajor capital improvements at our facilitiesprojects are subject to a number of risks, any of which could prevent us from completing capitalsuch projects in a timely or economic manner or at all, including, without limitation, cost overruns, non-performance of third parties, slowdowns or other delays in contemplated construction timelines, modularization of certain components, the inability to obtain necessary permits or other permitting matters, adverse weather, defects in materials and workmanship, labor and raw material shortages, transportation constraints, changes to international trade-related policy, engineering and construction change orders, errors in design, construction or start-up, and other unforeseen difficulties.

•Market Conditions and Current Developments

Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities. Our value chain consists of manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reachreach. underpinIn July 2025, we completed a significant decarbonization project at our Donaldsonville, Louisiana, complex to enable the production of low-carbon ammonia. Additionally, we are executing further decarbonization projects in our existing network and constructing a greenfield low-carbon ammonia plant at our Blue Point complex to drive our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Products derived from ammonia that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). AN is also used extensively by the commercial explosives industry as a component of explosives. Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia.

•six U.S. manufacturing facilities, located in Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana. The Waggaman facility is wholly owned by us, and the other five U.S. manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder (see Note 1918—Noncontrolling InterestInterests for additional information on our strategic venture with CHS);

•an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and

•a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity method.method; and

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. We believe this strategy builds upon our leadership in ammonia production enables us to capturedrive emergingcontinued opportunitiesoperational excellence in our underlying business while investing in decarbonization technologies to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes.processes (“low-carbon ammonia”). These opportunitiesinvestments allow us to pursue demand for low-carbon ammonia and upgraded products for both traditional and new applications. Traditional applications include traditionalagriculture, applicationswhere inlow-carbon agriculturenitrogen products can be used to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production,production. enabling production of sustainable aviation fuel, among other purposes. These opportunities also include newNew growth opportunities from energy-intensive industries, such asinclude power generation and marine shipping, aswhich are hard-to-abate industries for which low-carbon ammonia representsoffers ana efficientpotential mechanismpath to bothsignificantly shiplower andcarbon store hydrogen,footprints as well as a clean energy fuel source in its own right as ammoniait does not contain or emit carbon when combusted. Our strategy also strengthens our existing business.

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.ammonia production. CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere. Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project. Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project. For each facility we have contracted with ExxonMobil to transport and sequesterpermanently store the captured CO2 in permanent geologic storage. At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO2 that would otherwise have been emitted to the atmosphere. At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere. Each project is expected to qualify under Section 45Q of the Internal Revenue Code for tax credits per metric ton of sequestered CO2.

InWe additioncontinue to engage in discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications,applications weas arewell engagedas in discussions regardingfor the supply of low-carbon ammonia for new applications. We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for low-carbon ammonia. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.

Our products are global commodities or derived from global commodities and are subject to price competition. The customers for our products make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on low-carbon attributes, reliability, customer service and product quality. The selling prices of our products fluctuate in response to global market conditions, changes in supply and demand and cost factors.

The North American nitrogen fertilizer marketdemand for certain products is dependent on imports to balance supply and demand, and imports traditionally account for a significant portion of nitrogen fertilizer products consumed in North America. Producers of nitrogen-based fertilizers located in the Middle East, Trinidad, Africa and Russia have been major exporters to North America in recent years.

Market Conditions and Current Developments

Average selling prices for all of our major products were lowerhigher in 2025 than in 2024 thandue primarily to strong global demand for all nitrogen products and supply disruptions due to geopolitical issues, including unexpected production outages in 2023,Egypt, asIran lowerand globalRussia. energyGlobal costsdemand reducedwas theparticularly globalstrong marketin clearingNorth priceAmerica, requiredIndia toand meet global demand.Brazil. The average selling price for our products was $372 per ton in 2025 compared to $313 per ton in 2024 compared to $347 per ton in 2023.2024. The 10%19% decreaseincrease in the average selling price for our products in 20242025 compared to 20232024 resulted in a year-over-year decreaseincrease in net sales of approximately $716$1.06 million.billion.

Natural gas is the principal raw material used to produce our nitrogen products. Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products. Natural gas is athe significantlargest costand most volatile component of the manufacturing cost for our manufactured nitrogen products, representing approximately 28%34% and 40%,28%, respectively, of our production costs in 20242025 and 2023.2024. MostAll of our ammonia manufacturing facilitiesplants are located in the United States and Canada. As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses.

•Recent Accounting PronouncementPronouncements

Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Products derived from ammoniaammonia, or upgraded products, that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). AN is also used extensively by the commercial explosives industry as a component of explosives. ProductsUpgraded derived from ammoniaproducts that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia. In addition, our low-carbon ammonia and upgraded products derived from low-carbon ammonia (“low-carbon upgraded products”, together with low-carbon ammonia “low-carbon products”) are expected to be used for existing and new applications, such as power generation and steel production in Japan, and to help customers reduce the economic impact of European regulationscarbon onborder theadjustment pricefees ofand carbon.other carbon regulations.

Our principal assets as of MarchJune 31,30, 2026 include:

•a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point One joint venture), to construct an ammonia manufacturing plant at our Blue Point complex located in Modeste, Louisiana. The joint venture entity is a variable interest entity (VIE) of which we are the primary beneficiary. As a result, we consolidate this entity in our consolidated financial statements, with the combined 60% equity interest owned by our joint venture partners recorded as noncontrolling interests. See “Our Strategy—Blue Point One joint venture,” below, for additional information.

At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF. A majority of the ammonia and ammonia-derivedupgraded products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.

Our leadership in ammonia production enables us to drive continued operational excellence in our underlying business while investing in decarbonization technologies to produce low-carbon ammonia. These investments allow us to pursue demand for low-carbon ammonia and upgraded products for both traditional and new applications. Traditional applications include agriculture, where low-carbon nitrogen products can be used to reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production. New growth opportunities include hard-to-abate industries like power generation and marine shipping, for which low-carbon ammonia offers a path to significantly lower carbon footprints as it does not emit carbon when combusted.

On an interim basis, ExxonMobil is storing CO2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. ExxonMobil has obtained Class VI permits from the U.S. Environmental Protection Agency for its Rose CCS project (Rose). Upon receipt of Class VI permits issued by the U.S. Environmental Protection Agency (EPA) and authorization from the Railroad Commission of Texas, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. In October 2025, the EPA issued the final Class VI permits forat Rose.

Blue Point One joint venture

On April 8, 2025, we announced that we 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, to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana.Louisiana (the Blue Point One joint venture). We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point One joint venture.

The Blue Point One joint venture is expected to constructconstructing an autothermal reforming (ATR) ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point One joint venture. We,Engineering, JERAequipment procurement and Mitsuipre-construction areactivities requiredat toour purchaseBlue low-carbonPoint ammoniacomplex producedbegan byin the second quarter of 2025. State and federal permits were received in July 2026, enabling construction at the Blue Point jointcomplex ventureto commence in accordanceAugust with2026. ourLow-carbon respective ownership percentages onceammonia production commences.is expected to begin in 2029. See Note 19—Subsequent Events, for information on a permitting matter related to the Blue Point complex.

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. Pursuant to periodic capital calls, the Blue Point One joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. During the first quarter of 2026, we, JERA and Mitsui made capital contributions of $78 million, $68 million and $49 million, respectively, to the Blue Point joint venture.

Once production commences, we, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point One joint venture in accordance with our respective ownership percentages. The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO2 annually. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development. The ammonia production facility is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO2 captured and disposed of in secure geological storage.

In June 2025, the Blue Point One joint venture executed agreements, including a long-term supply agreement, with a subsidiary of Linde plc for them to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility.

In addition, we plan to invest approximately $550 million to build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading (the “Common Facilities”). We will own and operate the Common Facilities, and the Blue Point One joint venture will compensate us for these services.

We determined that the Blue Point One joint venture is a VIE of which we are the primary beneficiary. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interests. See “Liquidity and Capital Resources—Blue Point One Joint Venture,” below, and Note 12—Variable Interest Entity, for additional information on the Blue Point One joint venture.

In 2025, we completed our first sales of low-carbon ammonia at a premium to traditional ammonia consumers in Europe and Africa as they began to establish a low-carbon ammonia supply chain. We expect continued demand growth for low-carbon ammonia and upgraded products into Europe as customers seek to reduce the additional costs imposed by the European Union’s regulations, including the carbon border adjustment mechanism in respect of greenhouse gas emissions associated with the production of imported ammonia and upgraded products.

In 2025, our expectation that there is developing demand for low-carbon ammonia for new applications of our products was confirmed through our joint venture partners, JERA and Mitsui. They have committed low-carbon ammonia volumes from the Blue Point One joint venture for power generation and steel production, among other uses, which represent new applications for our products. In December 2025, both JERA and Mitsui were certified as a Supplier of Low-Carbon Hydrogen and its Derivatives by Japan’s Ministry of Economy, Trade and Industry (METI). The certifications were granted under the “Support Focusing on the Price Gap” scheme established in accordance with theJapan’s Hydrogen Society Promotion Act. In addition, in March 2026, METI granted approval for the certification of the Tomakomai Clean Energy Hub, a collaborative project in which Mitsui is a partner, under the Hub Development Support Program within Japan’s Hydrogen Society Promotion Act, further evidencing developing demand for low‑carbon ammonia.

In 2026, we began sales of low-carbon upgraded products. The first sale was PepsiCo’s purchase of low-carbon UAN for use in their product supply chain. Additional upgraded products are being certified low-carbon, and marketing for those products has begun. We continue to engage in discussions with existing and potential customers who have interest in using low-carbon ammoniaproducts for traditional applications as well as for the supply of our low-carbon ammoniaproducts for new applications. We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for our low-carbon ammonia.products. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia,products, including associated carbon intensity requirements, government incentives and regulatory developments.

Global selling prices for nitrogen fertilizers are driven by supply and demand dynamics. Beginning in 2025 and continuing into the first quarter of 2026, global nitrogen fertilizer market conditions reflected a tight supply and demand balance. In this period, there was strong global demand for all nitrogen products, particularly in North America, India and Brazil. At the same time, global supply was constrained due in part to supply disruptions in 2025 caused by geopolitical issues, maintenance activity and unexpected production outages in Egypt, Iran and Russia.Russia, including the impacts of the ongoing Russia-Ukraine war.

Towards the end of the first quarter of 2026, global market conditions were further impacted by the conflict with Iran, which led to additional nitrogen fertilizer global supply constraints and resulting price volatility as trade disruptions in the Middle East continued to unfold. The Middle East is one of the world’s largest nitrogen producing and exporting regions due to its low-cost natural gas supply. Nitrogen production in the Middle East accounts for approximately 25-30% of globally traded ammonia and approximately 35-40% of globally traded urea annually, and urea is the most widely used nitrogen fertilizer globally. SafetyIn March of 2026, safety concerns amid ongoing attacks by Iran and unavailability of war risk insurance coverage on affected vessels brought the flow of vessels to transport fertilizer and other products through the Strait of Hormuz to a halthalt. in March of 2026, whichThis prevented the export of nitrogen fertilizers from this region and resulted in the curtailment or shut down of a significant amount of nitrogen capacity in the region. This supply disruption impacted the global supply demand balance resulting in higher selling prices for nitrogen products.

Liquefied natural gas (LNG) supply out of the Middle East has also been disrupted by the conflict with Iran. In particular, Qatar’s LNG exports account for approximately 18% of global LNG trade and its export facilities were taken offline in March.March 2026. This disruption in LNG supply out of the Middle East is affectingaffected nitrogen producers reliant on imported LNG, such as nitrogen producers in India, Pakistan, and Bangladesh that have beenwere either temporarily shut down or operating at reduced rates, further constraining global nitrogen supply. Damage to LNG facilities as a result of the conflict with Iran will require repairs prior to resumption of operations. Qatar’s government has reported it will take multiple years to return its operations to full capacity. Furthermore, it is expected that nitrogen producers in the Middle East that have been impacted by the conflict with Iran, including those impacted by lower LNG supply due to damaged LNG facilities, maywill also require time to resume production at pre-conflict levels.

As a result of all these factors, global nitrogen fertilizer prices have significantly increased sincein March of 2026 and remained elevated throughout most of the startsecond quarter of 2026. However, near the end of the second quarter of 2026, global nitrogen selling prices declined due primarily to the following factors:

We expect that these recent geopolitical events, including the length and extent of the conflict with Iran,Iran and its expansion throughout and beyond the Persian Gulf, viability of shipping through the Strait of Hormuz, and the extent of damage and time to repair energy infrastructure, will continue to impact the futureglobal nitrogen supply and demand balancebalance, and result in higher volatility of future selling prices and demand for nitrogen fertilizer products. The scope and duration of these impacts are currently unknown; however, we believe that the impacts of these geopolitical events on the global nitrogen supply constraints,and demand balance, as described above, will persist in the near-term.

Since January 20, 2025, the Trump administration has imposed, modified and proposed additional tariffs on a range of products from most countries around the world, including global tariffs and tariffs on imports from Canada pursuant to the International Emergency Economic Powers Act (IEEPA). The Trump administration has negotiated and is negotiating tariff and trade agreements that have resulted in, and will continue to result in, changes to existing tariffs and other trade policies in the United States and globally. From March 6, 2025, the United States excluded from IEEPA-based tariffs any products that entered the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement,Agreement (USMCA), such that U.S. tariffs on Canadian imports were not applicable to our Canadian production. Effective November 13, 2025, the Trump administration exempted most fertilizer products, including urea, UAN and AN, but not ammonia, from IEEPA global tariffs announced on April 5, 2025.

On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the president to impose tariffs, including IEEPA-based global tariffs and tariffs on imports from Canada. Invoking other legal authority, the Trump administration responded by imposing a 10% tariff on most products imported into the United States on or after February 24, 2026, which may run for up to 150 days absent further congressional extension. The proclamation imposing the 10% tariff continues the IEEPA tariff exemptions that were applicable to our Canadian production and to most fertilizer products, which are both described above. The Trump administration subsequently launched multiple trade investigations pursuant to section 301 of the Trade Act of 1974 that are expected to result in the imposition of more durable tariffs against a wide range of countries at tariff rates to be determined by the Trump administration after receiving recommendations from the Office of the U.S. Trade Representative.Representative The(USTR). SupremeFor Courtexample, decisionon didJuly not23, modify2026, non-IEEPAUSTR tariffs,finalized includingits investigation and, effective July 24, 2026, imposed 10% and 12.5% tariffs on importsmore than 60 countries for failure to impose or effectively enforce bans on the importation of certaingoods steelproduced with forced labor. Prior exclusions of USMCA goods, products subject to section 232 tariffs, and aluminumcertain fertilizer and other products andwere theirmaintained derivativesin this action, which mayalso impactexempted ammonia from these tariffs. USTR is expected to announce outcomes in other section 301 actions in the costcoming of our capital equipment, including for development and construction at our Blue Point complex. The Trump administration modified the proclamation order regarding metals tariffs on April 2, 2026 with impact that may increase or decrease tariffs on certain products.months.

President Trump signed an Executive Order (EO) on December 6, 2025, on competitive activity in the food supply chain. The EO directs the Attorney General and the Federal Trade Commission (FTC) to each establish a Food Supply Chain Security Task Force to investigate price-fixing and anti-competitive practices across the sector, including fertilizer, and take action as necessary, including bringing enforcement actions and proposing new regulatory approaches. In addition, following the closure of the Strait of Hormuz and the resulting increase in fertilizer selling prices, as discussed above under “—Geopolitical Environment,” the Trump administration and Congress have increased their scrutiny of the fertilizer industry, and the Trump administration has announced intentions to improve fertilizer costs for farmers. On May 28, 2026, the Chairman of the FTC announced that the FTC had launched an industry-wide investigation into fertilizer prices in the United States. The impact on our business and operations of any actions that the Trump administration or Congress could take to address fertilizer prices is uncertain.

In the firstsecond quarter of 2026, the average selling price for our products was $424$523 per ton, or 28%39% higher, compared to $332$376 per ton in the firstsecond quarter of 2025. This resulted in an increase in net sales of approximately $401$588 million for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. Average selling prices for all of our major products were higher in the firstsecond quarter of 2026 than in the firstsecond quarter of 2025 due primarily to a tighter global nitrogen supply and demand balance driven by strong global demand and global supply constraints that werewas further impacted by the conflict with Iran. See “Geopolitical Environment,” above. In the six months ended June 30, 2026, the average selling price for our products was $471 per ton, or 33% higher compared to $354 per ton in the six months ended June 30, 2025. This resulted in an increase in net sales of approximately $989 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Sales volume was 4.74.3 million tons in the firstsecond quarter of 2026 compared to 5.0 million tons in the firstsecond quarter of 2025. Lower sales volume resulted in a decrease in net sales of approximately $78$256 million. The decrease in sales volume was due primarily to lower sales volumes for our UAN, AN segmentand asAmmonia a result of the idled Yazoo City plant. See “Yazoo City Incident,” below, for additional information. The decrease in sales volume also reflects lower sales volumes for our UAN segment,segments, partially offset by higheran salesincrease volumes forin our Other and Granular Urea segment due to higher beginning inventory entering 2026 and a production mix that favored granular urea over UAN compared to the first quarter of 2025.segments.

Natural gas is the principal raw material used to produce our nitrogen products. Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products. Natural gas is the largest and most volatile cost component of the manufacturing cost for our nitrogen products, representing approximately 39%36% and 34%, respectively, of our production costs in the first threesix months of 2026 and the year ended December 31, 2025. All of our ammonia manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.

Early in the first quarter of 2026, natural gas prices in North America declined as warmer‑than‑normal weather reduced heating demand. However, natural gas prices rose sharply due to extreme weather, supply disruptions, and structurally tighter balances, with the maingreatest impact concentrated in late January. The primary catalyst was a winter storm that delivered prolonged, below‑freezing temperatures from Texas through the Midwest and the Northeast. Residential and commercial heating demand surged, with total U.S. gas demand reaching record daily levels. Daily prices at the Henry Hub, the most heavily-traded natural gas pricing point in North America, spiked dramatically, with spot prices briefly reaching all‑time highs. U.S. LNG feedgas demand was running near record levels entering the winter storm, limiting system flexibility. At the same time natural gas demand surged, natural gas supply fell sharply due to weather‑related production curtailments impacting multiple basins. The combination of surging demand and falling production triggered unprecedented storage withdrawals. Following the winter storm, a return to more typical weather eased demand and pulled prices lower for the remainder of the first quarter.

In the firstsecond quarter of 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increasedwas 24% to $4.57$3.37 per MMBtu fromcompared $3.68to $3.36 per MMBtu in the firstsecond quarter of 2025. The increase of $0.01 in the cost of natural gas had an insignificant impact to gross margin. In the six months ended June 30, 2026, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 14% to $4.01 per MMBtu from $3.52 per MMBtu in the six months ended June 30, 2025. This increase in natural gas costs resulted in a decrease in gross margin of $76$73 million compared to the first quarter of 2025.million.

In November 2025, we experienced an incident in the AN upgrade area at our Yazoo City complex. The facility’s ammonia plant and other upgrade units were not damaged by the incident. However, the incident required us to temporarily idle all production at the site. Lower sales volumes for our AN segment in the threefirst monthshalf endedof March2026 31,compared 2026,to the first half of 2025 were due primarily to the idled Yazoo City plant. Management is determining the required equipment and installation timeline to rebuild and does not expect production to resume until late in the fourth quarter of 2026 at the earliest based on time required for fabrication and delivery of certain required equipment.

We reported net earnings attributable to common stockholders of $615$727 million for the three months ended MarchJune 31,30, 2026 compared to $312$386 million for the three months ended MarchJune 31,30, 2025, an increase in net earnings of $303$341 million, or 97%.88%. The increase in net earnings for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was due primarily to an increase in gross margin of $174$390 million,million aand litigationbusiness settlement gain of approximately $170 million,interruption insurance recoveries of $25$50 million andrelated $24 million of 45Q Tax Credits earned into the threeNovember months2025 endedincident Marchat 31,our 2026.Yazoo TheCity litigation settlement gain and insurance recoveries are discussed further below in “Items Affecting Comparability of Results.”complex. These factors that increased net earnings attributable to common stockholders were partially offset by a higher income tax provision in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.2025 and an asset impairment charge of $23 million related to our Yazoo City complex. Business interruption insurance recoveries and asset impairment charges related to our Yazoo City complex are discussed further below in “Items Affecting Comparability of Results.”

Gross margin increased by $174$390 million, or 30%,52%, to $746$1.15 billion for the three months ended June 30, 2026 compared to $755 million for the three months ended MarchJune 31, 2026 compared to $572 million for the three months ended March 31,30, 2025. The increase in gross margin was due primarily to a 28%39% increase in average selling prices to $424$523 per ton in the firstsecond quarter of 2026 from $332$376 per ton in the firstsecond quarter of 2025, as discussed above in “Nitrogen Selling Prices,” which increased gross margin by $401$588 million. The increase in gross margin due to higher average selling prices was partially offset by lower sales volume, which decreased gross margin by $127 million, and higher costs associated with maintenance activity, including certain unabsorbed fixed costs as a result of plant downtime, including at our idled Yazoo City complex, higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $76 million, and lower sales volume, which decreased gross margin by $34 million.complex.

Diluted net earnings per share attributable to common stockholders increased $2.13$2.36 per share, or 115%,100%, to $3.98$4.73 per share in the firstsecond quarter of 2026 compared to $1.85$2.37 per share in the firstsecond quarter of 2025, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase programs. Diluted weighted-average common shares outstanding were 154.5153.9 million shares for the three months ended MarchJune 31,30, 2026, a decrease of 8%6% compared to diluted weighted-average common shares outstanding of 168.8163.1 million shares for the three months ended MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026 and 2025, we reported net earnings attributable to common stockholders of $615$727 million and $312$386 million, respectively. For the six months ended June 30, 2026 and 2025, we reported net earnings attributable to common stockholders of $1.34 billion and $698 million, respectively. In addition to the impact of market conditions and current developments, discussed above, certain items affected the comparability of our financial results for the three and six months ended MarchJune 31,30, 2026 and 2025. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods. The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.

(3)Includes results related to the Blue Point One joint venture, of which we have a 40% equity interest. The after-tax impact for amounts related to the Blue Point One joint venture does not include a tax provision on the 60% attributable to noncontrolling interests.

Natural gas is the largest and most volatile single component of the manufacturing cost for our nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations. In the three months ended MarchJune 31,30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $3$2 million. In the six months ended June 30, 2026, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $5 million compared to a loss of $2 million in the threesix months ended MarchJune 31,30, 2025.

Loss (gain) on foreign currency transactions

In the three months ended MarchJune 31,30, 2026, we recognized a loss on foreign currency transactions of $3$2 million compared to a lossgain of $2$3 million in the three months ended MarchJune 31,30, 2025. In the six months ended June 30, 2026, we recognized a loss on foreign currency transactions of $5 million compared to a gain of $1 million in the six months ended June 30, 2025. Loss (gain) on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

In March 2026, CF Industries Sales, LLC and CF Industries Nitrogen, LLC, both subsidiaries of CF Holdings, signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Limited (Orica) and Nelson Brothers Inc. and Nelson Brothers LLC. In connection with the resolution of the litigation pursuant to the settlement, Orica agreed to pay us approximately $170 million in cash no later than April 30, 2026, and issued a press release confirming the settlement terms and Orica’s funding source. The settlement also provided for the termination of the AN purchase agreements entered into in February 2014 between the parties.

Upon execution of the settlement agreement, we concluded that the settlement payment was unconditional and legally enforceable, thus the gain contingency was considered realized during the first quarter of 2026. Accordingly, we recognized a gain of approximately $170 million, which is reflected in litigation settlement gain in our consolidated statement of operations for the threesix months ended MarchJune 31,30, 2026.