01—Abstract
Summary
Summary of the 8-K filed November 5, 2025. Cited figures are marked; the original filing is the authoritative source.
CF Industries Holdings, Inc. reported results for the nine months and third quarter ended September 30, 2025, in a press release attached as Exhibit 99.1 to this Item 2.02 filing.
For the first nine months of 2025, net earnings attributable to common stockholders were $1.05 billiona, or $6.39 per diluted share, compared with $890 million, or $4.86 per diluted share, in the prior-year period. Adjusted EBITDA was $2.07 billion, versus $1.72 billion a year earlier. Third-quarter net earnings attributable to common stockholders were $353 million, or $2.19 per diluted share, and adjusted EBITDA was $667 million.
Management attributed higher average selling prices to strong global nitrogen demand, supply disruptions from geopolitical issues, and higher global energy costs. Net sales for the nine months rose to $5.21 billionb from $4.41 billion. The company reported trailing twelve-month net cash from operating activities of $2.63 billion and free cash flow of $1.70 billion, which includes cash flows associated with the Blue Point joint venture.
It completed its $3 billionc share repurchase program in October 2025 and began a $2 billion program authorized in May 2025, effective through December 2029. Cash and cash equivalents were $1.84 billion at September 30, 2025, of which $233 million was held by the Blue Point joint venture. Management projects full-year 2025 capital expenditures of approximately $925 million, including the joint venture, and approximately $725 million excluding the portion funded by joint venture partners JERA and Mitsui.
The company also declared a quarterly dividend of $0.50d per common share, payable November 28, 2025. On the strategic side, the company began selling certified low-carbon ammonia at a premium price in September 2025, completed a nitric acid abatement project at its Verdigris, Oklahoma, facility in October 2025, and expects that project to cut CO2-e emissions by over 600,000 metric tons annually. Management expects the global nitrogen supply-demand balance to remain constructive into 2026, citing strong demand from India and Brazil and lower-than-average global nitrogen inventories entering the fourth quarter.
02—Key points
Key Highlights
- First nine months 2025 net earnings attributable to common stockholders of $1.05 billion, or $6.39 per diluted share, up from $890 million, or $4.86 per diluted share, in the first nine months of 2024.
- Third-quarter 2025 net earnings attributable to common stockholders of $353 million, or $2.19 per diluted share, with adjusted EBITDA of $667 million, compared with $511 million in the third quarter of 2024.
- Trailing twelve-month net cash from operating activities of $2.63 billion and free cash flow of $1.70 billion, which includes Blue Point joint venture cash flows.
- Completed the $3 billion share repurchase program authorized in 2022 in October 2025 and commenced a $2 billion program authorized in May 2025.
- Full-year 2025 capital expenditures projected at approximately $925 million including the Blue Point joint venture, or approximately $725 million excluding amounts funded by JERA and Mitsui.
- Began selling certified low-carbon ammonia at a premium price in September 2025 and earned 45Q tax credits as expected.
- Declared a quarterly dividend of $0.50 per common share, payable November 28, 2025 to holders of record as of November 14, 2025.
03—Questions
Frequently Asked Questions
What drove the increase in earnings and selling prices in the first nine months of 2025?
Management attributed higher average selling prices for all segments to strong global nitrogen demand, supply disruptions due to geopolitical issues, and higher global energy costs that raised the global market clearing price. Sales volumes also rose, due primarily to greater ammonia supply availability after a stronger first quarter of 2025 compared with a first quarter of 2024 that was hurt by a January 2024 winter storm. Cost of sales increased mainly because of higher realized natural gas costs, which averaged $3.34 per MMBtu versus $2.38 per MMBtu a year earlier.
How is the company returning capital to shareholders?
The company repurchased 12.5 million shares for $1.0 billion in the first nine months of 2025, including 4.3 million shares for $364 million in the third quarter. It completed the $3 billion program authorized in 2022 in October 2025, having repurchased 37.6 million shares and reducing the outstanding share count by 19% since the program began. It then commenced a $2 billion program authorized in May 2025, effective through December 2029. The board also declared a quarterly dividend of $0.50 per common share.
What is the status of the Blue Point joint venture and its effect on the financials?
CF Industries formed the Blue Point joint venture with JERA and Mitsui in April 2025, holding 40%, with JERA at 35% and Mitsui at 25%. The company consolidates the venture, and the 60% interest held by JERA and Mitsui is recorded as noncontrolling interest. The venture is building a low-carbon ammonia facility in Louisiana, with long-lead equipment procurement largely complete and facility civil construction expected to start in 2026. JERA holds a conditional option to reduce its stake, which expires on December 31, 2025.
What does management expect for the nitrogen market?
Management expects global nitrogen supply-demand to remain constructive through 2025 and into 2026. Cited drivers include India's urea imports, with 7.3 million metric tons secured through urea tenders through the third quarter of 2025, and Brazil's projected need for an additional 3 million metric tons of urea imports by year-end. Management also believes global nitrogen inventories were lower than average entering the fourth quarter of 2025. Over the medium term, it expects significant energy cost differentials to support margins for low-cost North American producers.
04—Continue