01—Abstract
Summary
Summary of the 8-K/A filed December 19, 2025. Cited figures are marked; the original filing is the authoritative source.
CF Industries Holdings, Inc. filed this Form 8-K/A on December 19, 2025 to amend its September 8, 2025 Current Report and disclose compensation arrangements for Christopher D.
Bohn. As previously reported, on September 6, 2025 the Board elected Mr. Bohn, currently executive vice president and chief operating officer, to succeed W. Anthony Will as president and chief executive officer, effective January 4, 2026.
The Compensation and Management Development Committee, at a December 16, 2025 meeting, approved a 2026 base salary of $1,100,000a for Mr. Bohn, effective January 1, 2026, and increased his target annual incentive award under the short-term incentive program to 135% of base salary. His 2026 target total grant value for long-term incentives is $7,500,000, split 60% performance restricted stock units (PRSUs) and 40% restricted stock units (RSUs). The number of units will be set at a Committee meeting in early January using the unweighted average NYSE closing price over the twenty trading days preceding that meeting.
The Committee also approved, effective January 4, 2026, an amended and restated Change in Control Severance Agreement for Mr. Bohn. The amendment increases qualifying termination benefits: the lump sum severance rises to three times (from two times) the sum of base salary and target annual incentive, welfare benefit continuation extends to three years (from two), and pension contributions payment covers three years (from two). The remaining terms are substantially unchanged.
02—Key points
Key Highlights
- Christopher D. Bohn becomes CF Industries' president and chief executive officer effective January 4, 2026, succeeding W. Anthony Will.
- Mr. Bohn's 2026 base salary will be $1,100,000, effective January 1, 2026.
- His target annual incentive award under the short-term incentive program increases to 135% of base salary.
- His 2026 target total long-term incentive grant value is $7,500,000, with 60% in PRSUs and 40% in RSUs under the 2022 Equity and Incentive Plan.
- The change-in-control severance lump sum increases to three times (from two times) base salary plus target annual incentive.
- Welfare benefit continuation and pension contribution payments after a qualifying termination extend to three years, up from two.
- The number of RSUs and PRSUs will be determined in early January 2026 using the 20-trading-day average NYSE closing price.
03—Questions
Frequently Asked Questions
Who is becoming CF Industries' new chief executive officer, and when does the change take effect?
Christopher D. Bohn, currently executive vice president and chief operating officer, succeeds W. Anthony Will as president and chief executive officer effective January 4, 2026. The Board elected him on September 6, 2025.
How is Mr. Bohn's pay changing for 2026?
His annual base salary increases to $1,100,000 beginning January 1, 2026, and his target annual incentive award under the short-term incentive program rises to 135% of base salary. His 2026 target total long-term incentive grant value is $7,500,000.
How will Mr. Bohn's long-term equity awards be structured?
The $7,500,000 target grant value is 60% performance restricted stock units (PRSUs) and 40% restricted stock units (RSUs), granted under the 2022 Equity and Incentive Plan. The unit count will be fixed at a Committee meeting in early January using the unweighted average NYSE closing price over the twenty trading days before that meeting.
What changes were made to Mr. Bohn's change-in-control severance protections?
Effective January 4, 2026, the lump sum payable on qualifying terminations rises to three times (from two times) base salary plus target annual incentive. Welfare benefit continuation and pension contribution payments each extend to three years (from two). Other terms remain substantially the same.
04—Continue