CF SEC Filings

CF Industries Holdings 8-K Report, Financial Results (Nov 4, 2026)

CF Industries Holdings 8-K Report, Executive Changes (Sep 3, 2026)

CF Industries Holdings, Inc. filed a Current Report on Form 8-K dated September 3, 2026, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on August 31, 2026, Richard A. Hoker, Vice President and Corporate Controller and Chief Accounting Officer, informed the Company that he intends to retire from employment effective March 3, 2027. The filing is limited to this personnel disclosure. It does not include financial results, operating metrics, guidance, or any compensation or succession arrangements. It also does not name a successor for the Chief Accounting Officer role. For investors, the event is a planned, advance-notice retirement of a senior finance officer roughly six months before its effective date, which gives the Company time to arrange a transition. The filing is signed by Michael P. McGrane, Senior Vice President, General Counsel and Secretary.

CF Industries Holdings Quarterly Report for Q2 Ended Jun 30, 2026

CF Industries Holdings, Inc. reported a substantially stronger second quarter of 2026, with net sales of $2.22 billion, up 18% from $1.89 billion in the second quarter of 2025, and gross margin of $1.15 billion, up 52% from $755 million. The increase was driven primarily by higher average selling prices, which rose 39% to $523 per ton, partially offset by a 15% decline in sales volume to 4.3 million tons. Net earnings attributable to common stockholders were $727 million, or $4.73 diluted earnings per share, compared to $386 million, or $2.37 per share, a year earlier. The filing attributes the pricing strength to a tight global nitrogen supply balance following the conflict with Iran, which constrained Middle East fertilizer exports, though the filing notes nitrogen prices declined near the end of the second quarter. Second-quarter results also included $50 million of business interruption insurance recoveries and a $23 million asset impairment related to the idled Yazoo City complex, which is being rebuilt with production expected to resume in the first half of 2027. For the first six months, the company recognized a $170 million litigation settlement gain from an Orica settlement, and diluted EPS was $8.71. Cash and cash equivalents rose to $2.48 billion at June 30, 2026, and the company repurchased $245 million of stock in the first half. The board declared a quarterly dividend increase to $0.60 per share from $0.50. The Blue Point low-carbon ammonia joint venture, in which CF holds a 40% interest and consolidates, is estimated to cost approximately $3.7 billion, with low-carbon ammonia production expected to begin in 2029. The filing also discloses a July 2026 lawsuit seeking a preliminary injunction against the permits for the Blue Point complex, and a putative antitrust class action filed in March 2026 related to nitrogen, phosphorus and potassium fertilizer.

CF Industries Holdings 8-K Report, Financial Results (Aug 5, 2026)

CF Industries Holdings, Inc. filed this Form 8-K on August 5, 2026 to furnish its presentation (Exhibit 99.1) for its 2026 first half and second quarter financial results, with a conference call scheduled for August 6, 2026. In Q2 2026, the company reported net sales of $2.22 billion (up from $1.89 billion in Q2 2025), net earnings attributable to common stockholders of $727 million ($4.73 per diluted share, versus $386 million or $2.37 in Q2 2025), and adjusted EBITDA of $1.19 billion (versus $761 million). For the first half of 2026, net sales were $4.21 billion, net earnings attributable to common stockholders were $1.34 billion ($8.71 per diluted share), and adjusted EBITDA was $2.18 billion, which includes a $170 million gain from a litigation settlement. Management cited strong pricing as the main driver of earnings growth, partially offset by lower volumes. Capital allocation and cash generation were highlighted. Last-twelve-month free cash flow was $1.82 billion, representing a 50% free cash flow to adjusted EBITDA conversion, and the company returned $1.3 billion to shareholders over the same period. In Q2 2026 the company repurchased about 2 million shares for $225 million and declared a quarterly dividend of $0.60 per share, a 20% increase over the prior quarterly dividend. Approximately $1.5 billion remained under the $2 billion share repurchase authorization as of June 30, 2026. Management also noted that the Blue Point One joint venture with JERA and Mitsui received permits in July, with construction expected to begin in August 2026. Management's outlook points to constructive supply-demand fundamentals persisting into 2027 and 2026 gross ammonia production of about 9.5 million tons, including the impact of the ongoing Yazoo City Complex outage stemming from a November 2025 incident. The Yazoo City Complex is expected to resume production during the first half of 2027. CF-funded capital expenditures are expected to be about $950 million, of which about $400 million relates to Blue Point. The presentation also sets a 2030 mid-cycle EBITDA target of about $3.3 billion, based on current mid-cycle EBITDA of over $2.0 billion plus Blue Point One, margin enhancement, and strategic initiatives.

CF Industries Holdings 8-K Report, Financial Results (Aug 5, 2026)

CF Industries Holdings, Inc. reported first-half 2026 net earnings attributable to common stockholders of $1.34 billion, or $8.71 per diluted share, with EBITDA of $2.17 billion and adjusted EBITDA of $2.18 billion. First-half results include a gain of approximately $170 million from a litigation settlement. Net sales rose to $4.21 billion from $3.55 billion, driven by higher average selling prices that management attributes to a tight global nitrogen supply-demand balance, further tightened by supply disruptions related to the conflict with Iran. Sales volumes fell 11% in the first half, due primarily to the extended outage at the Yazoo City, Mississippi, Complex following a November 2025 incident. For the second quarter, net earnings were $727 million, or $4.73 per diluted share, versus $386 million, or $2.37 per diluted share, a year earlier. The company generated trailing twelve-month net cash from operating activities of $2.98 billion and free cash flow of $1.82 billion, which includes cash flows associated with the Blue Point One joint venture. It repurchased 2.0 million shares for $230 million in the second quarter, and about $1.48 billion remains under its share repurchase program, which expires in December 2029. The Board declared a quarterly dividend of $0.60 per share, a 20% increase over the prior quarterly dividend. Management expects full-year 2026 capital expenditures of approximately $1.3 billion, including roughly $600 million for the Blue Point One joint venture, which is funded by its partners according to ownership percentages. Operationally, year-to-date utilization of available ammonia capacity was 98%, and full-year 2026 gross ammonia production is expected to be approximately 9.5 million tons. Management expects the Yazoo City Complex to resume production in the first half of 2027 and expects a substantial portion of restoration costs to be covered by insurance. Management also expects nitrogen supply to remain constrained and demand to remain constructive through the end of 2026 and into 2027, while noting that Middle East supply remains below pre-conflict levels and that geopolitical risks persist.

CF Industries Holdings Quarterly Report for Q1 Ended Mar 31, 2026

CF Industries Holdings, Inc. reported net earnings attributable to common stockholders of $615 million, or $3.98 per diluted share, for the three months ended March 31, 2026, compared to $312 million, or $1.85 per diluted share, in the first quarter of 2025. Net sales rose 19% to $1.99 billion, driven primarily by a 28% increase in average selling prices to $424 per ton, partially offset by lower sales volume of 4.7 million tons versus 5.0 million tons. Gross margin increased 30% to $746 million, though higher natural gas costs reduced gross margin by $76 million and the idled Yazoo City plant weighed on AN volumes. The quarter's earnings were also boosted by non-recurring and one-time items: a $170 million litigation settlement gain from the resolution of litigation with Orica and Nelson Brothers, $25 million of Yazoo City property damage insurance recoveries, and $24 million of 45Q Tax Credits. Management attributes the stronger pricing environment to tight global nitrogen supply, further affected by the conflict with Iran and disruptions through the Strait of Hormuz. Cash provided by operating activities was $496 million, down from $586 million, reflecting working capital changes and approximately $95 million of Canadian income tax deposits. The company continues to advance the Blue Point low-carbon ammonia joint venture, in which CF holds a 40% interest and consolidates the entity, with an estimated facility cost of approximately $3.7 billion. Cash and cash equivalents were $2.04 billion at March 31, 2026, and the company had $750 million of unused revolving credit capacity. Management also disclosed that the company is a defendant in putative antitrust class actions filed in March 2026 related to nitrogen, phosphorus and potassium fertilizer, and cannot estimate potential losses at this time.

CF Industries Holdings 8-K Report, Financial Results (May 6, 2026)

CF Industries Holdings, Inc. filed an 8-K dated May 6, 2026, furnishing a first-quarter 2026 results presentation (Exhibit 99.1) ahead of a conference call on May 7, 2026. The company reported net sales of $1,986 million for Q1 2026, up from $1,663 million in Q1 2025, and gross margin of 37.6% of net sales versus 34.4% a year earlier. Net earnings attributable to common stockholders were $615 million, or $3.98 per diluted share, compared with $312 million, or $1.85 per diluted share, in the prior-year quarter. Adjusted EBITDA was $983 million versus $644 million. Management states that Q1 2026 net earnings and adjusted EBITDA include a gain of about $170 million from a litigation settlement. The presentation attributes the stronger results to a tight global nitrogen supply-demand balance, with supply disruptions from Russia and Iran conflicts and constraints on Chinese urea exports cited. Management highlights 99% Q1 2026 available ammonia capacity utilization and a 12-month rolling average recordable incident rate of 0.16 per 200,000 work hours. The company notes the Yazoo City Complex is not expected to resume operations until late fourth quarter 2026 at the earliest. Trailing twelve-month free cash flow was $1.65 billion, with a 51% free cash flow to adjusted EBITDA conversion, and $1.7 billion was returned to shareholders over the same period. About $1.8 billion remained under a $2 billion share repurchase authorization running through 2029. The presentation also describes the Blue Point joint venture, where JERA and Mitsui contributed $408 million, offsetting $223 million of capex funded by them in Q1 2026, and sets out management's view of mid-cycle EBITDA of $2,000+ million currently and $2,500+ million expected around 2030. Cash and cash equivalents were $2,042 million at March 31, 2026. The 8-K is signed by Richard A. Hoker, Vice President and Corporate Controller and Interim Chief Financial Officer.

CF Industries Holdings 8-K Report, Financial Results (May 6, 2026)

CF Industries Holdings, Inc. reported first quarter 2026 net earnings attributable to common stockholders of $615 million, or $3.98 per diluted share, compared with $312 million, or $1.85 per diluted share, in the first quarter of 2025. EBITDA was $1.01 billion and adjusted EBITDA was $983 million, versus $617 million and $644 million a year earlier. Results include a gain of approximately $170 million from a litigation settlement. Net sales rose to $1.99 billion from $1.66 billion, driven by higher average selling prices across all segments, while sales volumes declined, mainly in UAN and AN. Cost of sales increased on higher maintenance costs, including the extended Yazoo City Complex outage, and higher realized natural gas costs. Management expects full-year 2026 gross ammonia production of approximately 9.5 million tons, as Yazoo City is not expected to resume production until late fourth quarter 2026 at the earliest. Management attributes the stronger pricing to a tight global nitrogen supply-demand balance further constrained by the conflict with Iran, which the filing says has curtailed Middle East nitrogen capacity and restricted shipments through the Strait of Hormuz. Management believes the balance will remain tighter than expected in the near and medium term. Capital expenditures for full-year 2026 are projected at approximately $1.3 billion, including Blue Point joint venture spending, and the company's own projected spending, excluding amounts funded by JERA and Mitsui, is about $950 million. The company ended the quarter with $2.04 billion in cash and cash equivalents, repurchased about 155,000 shares for $15 million, and declared a quarterly dividend of $0.50 per share payable May 29, 2026. The filing is a Form 8-K furnishing the earnings press release as Exhibit 99.1. A conference call to discuss the results is scheduled for 11:00 a.m. ET on May 7, 2026.

CF Industries Holdings 8-K Report, Executive Changes (May 5, 2026)

On May 5, 2026, CF Industries Holdings, Inc. announced that Andrew T. Scribner has been elected executive vice president and chief financial officer (principal financial officer), effective May 26, 2026. Mr. Scribner, 47, most recently served as vice president, global controller and head of corporate finance planning and analysis at Kimberly-Clark Corporation (June 2025 to May 2026), and previously as chief financial officer of Kimberly-Clark North America (January 2023 to June 2025). He also held CFO roles at the Banana Republic and Athleta brands of Gap, Inc., and spent 13 years at The Kraft Heinz Company and its predecessor Kraft Foods Group. Compensation under his employment arrangements includes a $140,000 lump sum cash sign-on payment, an annual base salary of $675,000, and a target annual incentive equal to 80% of base salary. He will also receive a fiscal year 2026 long-term equity award with an aggregate value of $2 million, split 40% restricted stock units and 60% performance restricted stock units. The PRSUs are tied to the company's average return on net assets over three one-year periods, with a three-year total shareholder return modifier, consistent with awards made to executive officers since 2018. He will enter into the company's standard change in control agreement, which provides, after a qualifying termination, a lump sum equal to two times the sum of base salary and target annual incentive, along with benefits continuation and related payments. The press release furnished as Exhibit 99.1 states that Mr. Scribner will report to Christopher D. Bohn, president and chief executive officer, and will serve on the company's senior leadership team. The filing also notes Mr. Scribner has no material interest in any related-person transaction required to be disclosed under Item 404(a) of Regulation S-K.

CF Industries Holdings 8-K Report, Shareholder Vote Results (May 4, 2026)

CF Industries Holdings, Inc. filed this Form 8-K to report the final voting results from its 2026 annual meeting of shareholders, held on April 28, 2026. All eleven director nominees were elected to serve one-year terms expiring at the next annual meeting. For example, Javed Ahmed received 130,655,791 votes for, 722,662 against and 224,681 abstentions, while Robert C. Arzbaecher received 124,786,278 votes for and 6,662,478 against. Shareholders approved the advisory vote on named executive officer compensation with 121,594,500 votes for, 9,719,484 against and 289,150 abstentions. They also ratified the selection of KPMG LLP as the independent registered public accounting firm for 2026, with 124,543,804 votes for, 12,902,218 against and 173,968 abstentions. A shareholder proposal regarding a shareholder approval requirement for excessive golden parachutes received 67,007,602 votes for, 62,968,087 against and 1,627,445 abstentions, with 6,016,856 broker non-votes. The filing does not state whether the proposal was approved or what action will follow, and the results are reported as recorded at the meeting.

CF Industries Holdings 8-K Report, Regulation FD Disclosure (Mar 16, 2026)

On March 15, 2026, CF Industries Sales, LLC and CF Industries Nitrogen LLC, both subsidiaries of CF Industries Holdings, Inc. (collectively, the "Company"), signed an agreement to settle litigation with Orica International Pte Ltd and certain other affiliates of Orica Ltd. ("Orica") and Nelson Brothers, Inc. and Nelson Brothers LLC ("Nelson Brothers"). The filing states that, in connection with the resolution of the litigation, Orica has agreed to pay the Company $169.5 million in cash. The settlement also provides for the termination of the ammonium nitrate purchase agreements entered into in February 2014 between the parties. For investors, the key items are the cash payment to the Company and the termination of the 2014 ammonium nitrate purchase agreements, which the filing identifies as part of the settlement terms. The disclosure is furnished under Item 7.01 (Regulation FD Disclosure), and the filing states that this information is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference into Securities Act of 1933 filings except where expressly referenced.

CF Industries Holdings Annual Report, Year Ended Dec 31, 2025

CF Industries Holdings reported net sales of $7.08 billion for 2025, up from $5.94 billion in 2024, on higher average selling prices of $372 per ton versus $313 per ton, with sales volume of 19.1 million tons. Gross margin rose to $2.72 billion from $2.06 billion, and net earnings attributable to common stockholders were $1.46 billion, or $8.97 per diluted share, compared with $6.74 per diluted share in 2024. Higher natural gas costs, which rose 38% to $3.31 per MMBtu including realized derivatives, reduced gross margin by $316 million, partially offsetting the pricing gains. The filing highlights two significant operating and capital developments. An November 2025 incident at the Yazoo City complex idled all production there, with management not expecting production to resume until the fourth quarter of 2026 at the earliest. The company also recorded asset impairment charges totaling $76 million tied to Yazoo City and the abandonment of its Donaldsonville electrolyzer project. On the growth side, the company formed the Blue Point joint venture with JERA and Mitsui, which is consolidated as a VIE, and estimates the low-carbon ammonia facility will cost approximately $3.7 billion, with production expected to begin in 2029. Consolidated 2026 capital expenditures are anticipated at approximately $1.3 billion. Balance sheet and shareholder returns remained substantial. Cash and cash equivalents were $1.98 billion at year-end, and total funded debt was $3.25 billion, consisting solely of unsecured senior notes. The company repurchased $1.37 billion of common stock in 2025 and paid $326 million in common dividends, while CHS, which holds an approximately 11% interest in CF Industries Nitrogen, LLC, was the largest customer at about 13% of consolidated net sales.

CF Industries Holdings 8-K Report, Financial Results (Feb 18, 2026)

CF Industries Holdings, Inc. filed this Form 8-K on February 18, 2026 to furnish a presentation (Exhibit 99.1) titled "2025 Fourth Quarter and Full Year Financial Results," ahead of a conference call on February 19, 2026 discussing results for the quarter and year ended December 31, 2025. The company reported FY 2025 net sales of $7.08 billion, up from $5.94 billion in FY 2024, net earnings attributable to common stockholders of $1.46 billion, and adjusted EBITDA of $2.89 billion versus $2.28 billion a year earlier. Fourth-quarter net sales were $1.87 billion and adjusted EBITDA was $821 million, compared with $562 million in Q4 2024. Free cash flow for FY 2025 was $1.79 billion, and the company returned $1.7 billion to shareholders through repurchases and dividends, with $1.5 billion remaining under its $2 billion repurchase authorization. Management's 2026 outlook projects gross ammonia production of about 9.5 million tons due to the ongoing outage at the Yazoo City Complex, and total capital expenditures of about $1.3 billion, of which about $600 million relates to the Blue Point joint venture. The presentation highlights a positive final investment decision on the Blue Point low-carbon ammonia project, with JERA and Mitsui as joint venture partners, and targets expected mid-cycle EBITDA of about $3 billion and free cash flow of about $2 billion by around 2030. The presentation characterizes the near-term global nitrogen market as constructive, citing strong demand in India and Brazil and gas-related supply disruptions. Investors should weigh these outlook statements against the forward-looking risk factors the company identifies, including natural gas price volatility, tariffs, and Blue Point project execution and funding risks.

CF Industries Holdings 8-K Report, Financial Results (Feb 18, 2026)

CF Industries Holdings, Inc. reported full-year 2025 net earnings attributable to common stockholders of $1.46 billion, or $8.97 per diluted share, compared with $1.22 billion, or $6.74 per diluted share, in 2024. EBITDA was $2.78 billion and adjusted EBITDA was $2.89 billion, versus $2.33 billion and $2.28 billion in 2024. Net sales rose to $7.08 billion from $5.94 billion, driven by higher average selling prices across all segments, while cost of sales increased mainly on higher realized natural gas costs ($3.31 per MMBtu versus $2.40 in 2024). Fourth-quarter 2025 net earnings were $404 million, or $2.59 per diluted share, with adjusted EBITDA of $821 million. The company returned $1.7 billion to shareholders in 2025, repurchasing 16.6 million shares for $1.34 billion. As of December 31, 2025, approximately $1.7 billion remained under a $2 billion share repurchase program expiring in December 2029. Cash and cash equivalents were $1.98 billion, of which $130 million was held by the Blue Point joint venture. Full-year 2025 free cash flow was $1.79 billion, and the company expects 2026 capital expenditures of approximately $1.3 billion, including Blue Point joint venture spending. Operationally, the November 5, 2025 incident at the Yazoo City, Mississippi, Complex led to an outage that management expects will reduce 2026 gross ammonia production to approximately 9.5 million tons, with production not expected to resume until the fourth quarter of 2026 at the earliest. Management described the global nitrogen supply-demand outlook as constructive, while noting that Europe has curtailed approximately 20% of its ammonia capacity and 25% of its urea capacity.

CF Industries Holdings 8-K/A Report, Executive Changes (Jan 13, 2026)

CF Industries Holdings, Inc. filed this amended Current Report on Form 8-K (originally filed January 7, 2026) to disclose compensation arrangements for Gregory D. Cameron, executive vice president and chief financial officer. On January 5, 2026, the Company and Mr. Cameron mutually agreed that he will separate from the Company effective February 15, 2026. The separation is a termination without cause and is not the result of any disagreement with the Company on its operations, policies, or practices. Under a Separation and Release Agreement dated January 12, 2026, Mr. Cameron will continue receiving his current base salary through the February 15, 2026 separation date and will receive his 2025 bonus under the Annual Incentive Plan, based on actual 2025 performance, payable when 2025 bonuses are paid to senior executives. Subject to executing and making effective a release of claims within 21 days after the separation date, he will also receive a lump sum equal to his current base salary, a pro rata portion of his 2026 bonus based on actual 2026 performance, and pro rata vesting of his outstanding equity awards, treated as a Special Retirement under the applicable award agreements. The agreement includes a non-disparagement covenant and non-competition and non-solicitation restrictions running through February 15, 2027. The full agreement is filed as Exhibit 10.1 and incorporated by reference.

CF Industries Holdings 8-K Report, Corporate Update (Jan 9, 2026)

CF Industries Holdings, Inc. filed a Form 8-K dated January 9, 2026 under Item 8.01 (Other Events) to disclose a change to its Blue Point joint venture. The Blue Point joint venture, Blue Point Number One, LLC, was formed on April 8, 2025 with JERA Co., Inc. and Mitsui & Co., Ltd. for the construction, production and offtake of low-carbon ammonia. CF Industries holds 40% ownership, JERA holds 35% and Mitsui holds 25%. Under the joint venture's limited liability company agreement, JERA held a conditional option that, if a specified condition were met, would allow it to reduce its ownership below 35% but not lower than 20%. Had JERA exercised that option, CF Industries would have been required to increase its ownership by the same amount, so the option could have changed CF Industries' stake in the venture. The filing states that the option has now expired and is no longer exercisable. For investors, this removes a potential future change to CF Industries' 40% stake in the Blue Point joint venture, leaving the current ownership percentages in place.

CF Industries Holdings 8-K Report, Executive Changes (Jan 7, 2026)

CF Industries Holdings, Inc. disclosed in this Form 8-K, dated January 7, 2026, a leadership change in its finance function. Gregory D. Cameron, executive vice president and chief financial officer, and the Company mutually agreed that he will separate from the Company, effective February 15, 2026. The Company appointed Richard A. Hoker, its vice president and corporate controller and chief accounting officer since November 2007, as Interim CFO effective the same date, serving until a successor CFO is appointed. The Company has commenced a search for a permanent CFO. The filing states that Mr. Hoker has no family relationships with any director or executive officer, no arrangements or understandings tied to his appointment, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. Mr. Hoker, age 61, is a certified public accountant with prior experience at Sara Lee Corporation and Coopers & Lybrand LLP. As of the filing date, no compensation decisions had been made in connection with these changes, and both executives' existing compensatory arrangements, grants and awards remain in effect. The Company stated that any material compensation changes required to be disclosed will be reported by amendment to this Current Report.

CF Industries Holdings 8-K/A Report, Executive Changes (Dec 19, 2025)

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 $1,100,000 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.

CF Industries Holdings 8-K Report, Corporate Update (Nov 26, 2025)

CF Industries, Inc., the direct subsidiary of CF Industries Holdings, Inc., completed a public offering on November 26, 2025 of $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2035. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by CF Industries Holdings, Inc. The offering was made under an effective shelf registration statement (File Nos. 333-291328 and 333-291328-01). The Notes were issued under a Base Indenture dated November 6, 2025 with Wilmington Trust, National Association, as trustee, as supplemented by Supplemental Indenture No. 1 dated November 26, 2025. The indenture includes covenants that limit the company's and its subsidiaries' ability to create certain liens and to enter into certain sale-leaseback transactions, and requires the issuer and the company to meet certain conditions to merge or consolidate with another entity. The indenture also contains customary events of default and provides the issuer with an optional redemption right, in whole or in part, on the terms set forth in the indenture. The Notes were sold under an underwriting agreement dated November 20, 2025 with Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc. acting as representatives of the underwriters. For investors, the filing is primarily a disclosure of a new $1.0 billion long-term debt issuance with a 2035 maturity, with terms documented in the exhibits listed in the filing.

CF Industries Holdings Quarterly Report for Q3 Ended Sep 30, 2025

CF Industries Holdings, Inc. reported third-quarter 2025 net sales of $1.66 billion, up from $1.37 billion a year earlier, and net earnings attributable to common stockholders of $353 million, or $2.19 per diluted share, versus $276 million, or $1.55 per diluted share, in the third quarter of 2024. The increase was driven primarily by an average selling price of $368 per ton, up from $286 per ton, which the company says increased gross margin by $370 million. Gross margin rose to $632 million, and natural gas costs, including realized derivatives, reduced gross margin by $73 million. Gross margin percentage was 38.1% compared with 32.4% a year earlier. Net earnings attributable to noncontrolling interests increased to $107 million, reflecting higher earnings at CF Industries Nitrogen, LLC and the newly consolidated Blue Point joint venture. For the first nine months of 2025, net sales were $5.21 billion and net earnings attributable to common stockholders were $1.05 billion, or $6.39 per diluted share, compared with $890 million, or $4.86 per diluted share, a year earlier. Net cash provided by operating activities was $2.21 billion, versus $1.85 billion in the prior-year period. Capital expenditures rose to $724 million from $321 million, including $213 million tied to the Blue Point joint venture. Cash and cash equivalents were $1.84 billion at September 30, 2025, and the company repurchased $1.00 billion of common stock under the 2022 Share Repurchase Program during the nine months. The company completed that program in October 2025 and began repurchases under a new $2 billion program authorized May 6, 2025. Key risks flagged in the filing include volatile natural gas prices, which rose to an average Henry Hub price of $3.03 per MMBtu in the third quarter from $2.08, tariff and trade policy uncertainty, execution risk and cost overruns on the Blue Point low-carbon ammonia project, which has an estimated cost of approximately $3.7 billion, and the timing of cash taxes under recent U.S. tax legislation.

CF Industries Holdings 8-K Report, Financial Results (Nov 5, 2025)

CF Industries Holdings, Inc. (NYSE: CF) furnished a third-quarter 2025 financial results presentation (Exhibit 99.1) dated November 5, 2025, ahead of a conference call on November 6, 2025 to discuss results for the quarter ended September 30, 2025. For the third quarter, the company reported net sales of $1,659 million, gross margin of $632 million (38.1% of net sales), net earnings attributable to common stockholders of $353 million, diluted EPS of $2.19, and adjusted EBITDA of $667 million, compared with $511 million in Q3 2024. For the first nine months of 2025, net sales were $5,212 million, net earnings attributable to common stockholders were $1,051 million (diluted EPS of $6.39), and adjusted EBITDA was $2,072 million, up 20% from $1,722 million in the prior-year period, driven by higher average selling prices and sales volumes, partially offset by higher natural gas costs. Capital allocation was a major theme. The company said it completed a $3 billion share repurchase authorization in October 2025 and commenced a $2 billion repurchase authorization expiring in December 2029. Over the first nine months of 2025, it returned approximately $1.3 billion to shareholders through repurchases and dividends. Q3 2025 free cash flow was reported on a last-twelve-months basis at $1.7 billion, with a 65% LTM free cash flow to adjusted EBITDA conversion. The company's 2025 CF-funded capital expenditures are expected to be approximately $725 million, of which about $150 million relates to the Blue Point low-carbon ammonia complex. The presentation also outlines long-term targets tied to the Blue Point joint venture, the Verdigris abatement project, and low-carbon ammonia initiatives, with management projecting mid-cycle EBITDA growth of 20% to about $3 billion and free cash flow growth of 33% to about $2 billion by 2030. Management characterized the near-term global nitrogen market as constructive, citing geopolitical and gas-related supply disruptions and robust India and Brazil import demand in Q4 2025.

CF Industries Holdings 8-K Report, Financial Results (Nov 5, 2025)

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 billion, 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 billion 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 billion 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 $0.50 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.

CF Industries Holdings 8-K Report, Material Agreement (Sep 9, 2025)

CF Industries Holdings, Inc. (the "Company") reported on Form 8-K that on September 4, 2025, it, as guarantor, and its wholly-owned subsidiary CF Industries, Inc., as lead borrower, entered into a $750,000,000 senior unsecured First Amended and Restated Revolving Credit Agreement with Citibank, N.A. as administrative agent, lenders, and issuing banks. The agreement amended and restated the Company's Revolving Credit Agreement dated October 26, 2023, and matures September 4, 2030. It includes a $125,000,000 letter of credit sub-limit and a $75,000,000 swingline loan sub-limit. Borrowings may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. Borrowings may be denominated in U.S. dollars, Canadian dollars, Euro and Sterling. Interest is priced off benchmark rates plus a margin of 0.875% to 1.50%, with the margin and an undrawn commitment fee of 0.09% to 0.20% depending on the Company's credit rating at the time. The sole financial maintenance covenant is a maximum total net leverage ratio of 3.75:1.00, which steps up to 4.25:1.00 for four consecutive fiscal quarters following a material acquisition by any borrower or subsidiary. The agreement contains customary representations, warranties, covenants and events of default, with acceleration or commitment termination rights available to the administrative agent upon an uncured default. Certain specified subsidiaries are excluded from some of these provisions. The filing also notes that the lenders and their affiliates have provided and may provide other banking and financial services to the Company for which they receive fees.

CF Industries Holdings 8-K Report, Executive Changes (Sep 8, 2025)

On September 5, 2025, W. Anthony Will informed CF Industries Holdings, Inc. that he will retire as president and chief executive officer effective January 4, 2026. He will then serve as an employee and senior advisor until March 15, 2026, and will remain a member of the Board until the 2026 annual meeting of shareholders, at which point he will retire from the Board and not stand for re-election. On September 6, 2025, the Board elected Christopher D. Bohn, currently executive vice president and chief operating officer, to succeed Mr. Will as president and chief executive officer, effective January 4, 2026. Mr. Bohn, age 57, has been a Board member since February 2024 and has been with the Company for 16 years, previously serving as executive vice president and chief financial officer. The filing states that no compensation decisions have been made in connection with these organizational changes as of the filing date. Both executives' existing compensatory arrangements, grants and awards remain in effect, and any material changes to either executive's compensation will be reported by amendment to this Form 8-K. The filing also states there are no family relationships or reportable related transactions involving Mr. Bohn. The Company issued a press release on September 8, 2025, announcing the leadership transition, which is furnished as Exhibit 99.1. According to the release, Mr. Will joined CF Industries in 2007 and has served as president and CEO and a Board member since 2014. The Board chair, Stephen J. Hagge, described the selection as the result of a thorough and disciplined succession process.

CF Industries Holdings Quarterly Report for Q2 Ended Jun 30, 2025

CF Industries Holdings, Inc. reported net earnings attributable to common stockholders of $386 million for the three months ended June 30, 2025, compared to $420 million in the second quarter of 2024, and $698 million for the six months ended June 30, 2025, compared to $614 million a year earlier. Net sales rose to $1.89 billion for the quarter from $1.57 billion, driven primarily by a higher average selling price of $376 per ton (versus $322 per ton) and higher sales volume of 5.0 million tons. Gross margin increased to $755 million from $679 million, but the quarter's net earnings decline reflected the absence of second-quarter 2024 gains on emission credit sales, higher SG&A, a higher tax provision and higher earnings attributable to noncontrolling interests. Diluted EPS was $2.37 versus $2.30, helped by 11% fewer diluted weighted-average shares following repurchases. Cost pressures were significant: the company's cost of natural gas used for production rose 77% to $3.36 per MMBtu in the quarter, which the filing says decreased gross margin by $136 million. Cash from operations was $1.15 billion for the six months ended June 30, 2025, versus $920 million a year earlier. Cash and cash equivalents were $1.69 billion at June 30, 2025, and the company had $750 million of unused capacity under its revolving credit agreement. The filing highlights the consolidation of the Blue Point joint venture, formed in April 2025 with JERA and Mitsui, in which CF holds a 40% interest. The project's estimated cost is approximately $3.7 billion, and the joint venture's partners contributed $157 million (CF), $137 million (JERA) and $98 million (Mitsui) in initial capital. The company also noted that a new $2 billion share repurchase authorization runs through December 31, 2029, and that its 2022 program, with $2.57 billion repurchased as of June 30, 2025, remains effective through December 31, 2025.

CF Industries Holdings 8-K Report, Financial Results (Aug 6, 2025)

CF Industries Holdings, Inc. furnished an 8-K on August 6, 2025 under Item 2.02 (Results of Operations and Financial Condition) to announce results for the quarter and first half ended June 30, 2025, with a conference call scheduled for August 7, 2025. The results are presented in Exhibit 99.1, a slide presentation. Q2 2025 net earnings attributable to common stockholders were $386 million ($2.37 per diluted share) versus $420 million ($2.30 per diluted share) in Q2 2024, and Q2 2025 adjusted EBITDA was $761 million versus $752 million. For 1H 2025, net earnings attributable to common stockholders were $698 million ($4.20 per diluted share) versus $614 million, and adjusted EBITDA was $1.405 billion, up 16% from $1.211 billion in 1H 2024, driven by higher average selling prices and sales volumes, partly offset by higher natural gas costs. The company reported Q2 2025 free cash flow to adjusted EBITDA conversion and last-twelve-month free cash flow of $1.7 billion, with cash from operations of $2.5 billion over the same period. Over 1H 2025, CF returned over $800 million to shareholders through share repurchases and dividends, with about $425 million remaining under its $3 billion repurchase authorization and an additional $2 billion authorization expiring in December 2029. The company also highlighted the start-up of its Donaldsonville carbon capture and sequestration project in July 2025, which generates 45Q tax credits, and said 2025 CF-funded capital expenditures are expected to be about $650 million, with about $150 million related to the Blue Point joint venture. Management's outlook emphasizes a tightening global nitrogen supply-demand balance and projects growth from the current mid-cycle to an expected 2030 mid-cycle level of about $3 billion EBITDA and about $2 billion free cash flow. The Blue Point low-carbon ammonia facility, a joint venture with JERA and Mitsui, has an estimated CF capital investment of about $2 billion and is expected to begin production in 2029.

CF Industries Holdings 8-K Report, Financial Results (Aug 6, 2025)

CF Industries Holdings, Inc. reported second-quarter and first-half 2025 results in an 8-K filed August 6, 2025, furnishing a press release as Exhibit 99.1. For the first half of 2025, net earnings attributable to common stockholders were $698 million, or $4.20 per diluted share, compared with $614 million, or $3.31 per diluted share, in the first half of 2024. EBITDA was $1.37 billion and adjusted EBITDA was $1.41 billion, versus $1.24 billion and $1.21 billion a year earlier. Net sales rose to $3.55 billion from $3.04 billion, driven by higher average selling prices tied to higher global energy costs and higher sales volumes, while average natural gas cost in cost of sales rose to $3.52 per MMBtu from $2.53 per MMBtu. For the second quarter of 2025, net earnings attributable to common stockholders were $386 million, or $2.37 per diluted share, versus $420 million, or $2.30 per diluted share, a year earlier. Second-quarter net sales were $1.89 billion, compared with $1.57 billion, and the company repurchased 2.8 million shares for $202 million. Cash and cash equivalents were $1.69 billion at June 30, 2025, of which $264 million was held by the Blue Point joint venture, which the company began consolidating in the second quarter. Management projects full-year 2025 capital expenditures of approximately $800-$900 million on a consolidated basis and approximately $650 million excluding amounts funded by JERA and Mitsui. The company also announced the start-up of the Donaldsonville carbon capture and sequestration project in July 2025, which qualifies for Section 45Q tax credits and is expected to produce approximately 1.9 million tons of low-carbon ammonia annually. Management expects a constructive nitrogen supply-demand balance for the rest of 2025, citing low global inventories, supply constraints, and modest Chinese urea export volumes. The board declared a quarterly dividend of $0.50 per share payable August 29, 2025.

CF Industries Holdings 8-K Report, Executive Changes (Jul 24, 2025)

CF Industries Holdings, Inc. (NYSE: CF) announced in an 8-K filed July 24, 2025 that Ashraf K. Malik, Senior Vice President, Manufacturing and Distribution, informed the Company on July 20, 2025 that he intends to retire effective April 1, 2026. The filing was made under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). Trevor Williams will join CF Industries upon Mr. Malik's retirement and succeed him as Senior Vice President, Manufacturing and Distribution. The company describes Williams as an industry veteran with more than 30 years of experience in nitrogen and chemicals manufacturing. He most recently served as Executive Vice President and President of Nitrogen and Phosphate at Nutrien, and previously as Senior Vice President of Nitrogen Operations there. Chris Bohn, Executive Vice President and Chief Operating Officer, credited Malik with a pivotal leadership role in network growth, safety culture and operational performance over his 13 years with the Company. The filing is primarily a leadership transition notice. It contains no financial results, guidance or compensation terms for the successor, and the press release attached as Exhibit 99.1 is incorporated by reference.

CF Industries Holdings 8-K Report, Regulation FD Disclosure (Jun 24, 2025)

CF Industries Holdings, Inc. filed this Form 8-K on June 24, 2025 to furnish a presentation (Exhibit 99.1) used at its Investor Day that day. The filing is a Regulation FD disclosure, and the presentation is not deemed "filed" for Exchange Act purposes. The presentation centers on the company's position as the world's largest ammonia producer, its distribution and logistics advantages in North America, and its decarbonization and low-carbon ammonia strategy, most notably the Blue Point joint venture. Financially, the presentation reports Q1 2025 last-twelve-months (LTM) figures of $2.5 billion in adjusted EBITDA, $1.6 billion in free cash flow, $1.3 billion in net earnings, $2.4 billion in cash from operations, and $2.0 billion returned to shareholders, with free cash flow conversion of 63% of adjusted EBITDA. It states a mid-cycle adjusted EBITDA of about $2.5 billion and projects roughly $3.0 billion of mid-cycle EBITDA around 2030 as Blue Point and decarbonization initiatives contribute. CF also highlights a new $2.0 billion share repurchase authorization running through December 2029 and an estimated CF investment of about $2 billion in Blue Point, with a start-up in 2029 and an expected mid-teens return. For investors, the key points are the capital allocation framework (returning capital to shareholders while funding Blue Point and capacity growth), the stated balance sheet strength (BBB/Baa2 rating, gross debt to adjusted EBITDA of 1.3x as of December 31, 2024), and management's assertion that global ammonia demand will outpace supply growth through 2029. These are management projections and forward-looking statements, subject to the risks described in the safe harbor language.

CF Industries Holdings Quarterly Report for Q1 Ended Mar 31, 2025

CF Industries Holdings, Inc. reported net earnings attributable to common stockholders of $312 million, or $1.85 per diluted share, for the three months ended March 31, 2025, compared to $194 million, or $1.03 per diluted share, in the first quarter of 2024. Net sales rose to $1.66 billion from $1.47 billion, driven by a sales volume increase to 5.0 million tons from 4.5 million tons and a higher average selling price of $332 per ton versus $325 per ton. Gross margin increased to $572 million from $409 million, with a gross margin percentage of 34.4% versus 27.8%, while natural gas costs, including realized derivatives, reduced gross margin by $40 million. Results were partly offset by a $23 million pre-tax loss on the sale of the previously decommissioned Ince facility in the U.K. Cash and cash equivalents declined to $1.41 billion from $1.61 billion at December 31, 2024, as the company repurchased $444 million of treasury stock and paid $129 million in distributions to noncontrolling interest. Operating cash flow was $586 million, up from $445 million. Customer advances rose to $241 million from $118 million. The company holds $750 million of unused revolving credit capacity. Looking ahead, the company announced a joint venture, Blue Point Number One, LLC, with JERA and Mitsui to build a low-carbon ammonia facility estimated to cost approximately $4 billion, with CF holding a 40% stake and planning to consolidate the entity. On May 6, 2025, the Board authorized a new $2 billion share repurchase program effective through December 31, 2029. The company expects 2025 consolidated capital expenditures of $800 million to $900 million.

CF Industries Holdings 8-K Report, Shareholder Vote Results (May 8, 2025)

CF Industries Holdings, Inc. held its 2025 annual meeting of shareholders on May 6, 2025, and this Current Report on Form 8-K, dated May 8, 2025, reports the final voting results. All twelve director nominees were elected at the meeting to serve one-year terms expiring at the next annual meeting. Javed Ahmed received 138,926,162 votes for and 1,111,416 against, while Robert C. Arzbaecher received the fewest votes for, at 134,340,820, with 5,686,526 against. Shareholders also voted on an advisory say-on-pay proposal, which received 131,108,578 votes for and 8,776,627 against, with 226,125 abstentions. Shareholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for 2025, with 136,691,215 votes for, 10,003,654 against, and 59,917 abstentions. The filing reports 0 broker non-votes on this item. A shareholder proposal regarding a shareholder approval requirement for excessive golden parachutes was also submitted to a vote. It received 61,416,296 votes for, 77,397,829 against, and 1,297,205 abstentions, with 6,643,456 broker non-votes, so votes against exceeded votes for. The filing also includes Exhibit 104, the cover page Interactive Data File embedded within the Inline XBRL document.

CF Industries Holdings 8-K Report, Financial Results (May 7, 2025)

CF Industries Holdings, Inc. furnished this Form 8-K on May 7, 2025, to provide its presentation (Exhibit 99.1) for the first quarter of 2025 results, which the company discussed on a conference call on May 8, 2025. The presentation reports Q1 2025 net earnings of $312 million (versus $194 million in Q1 2024), net sales of $1.663 billion (versus $1.470 billion), and adjusted EBITDA of $644 million (versus $459 million), with the increase attributed mainly to higher volumes and lower costs. Net earnings per diluted share were $1.85, compared with $1.03 a year earlier. Q1 2025 cash from operations was $1,614 million and capital expenditures were $132 million. On capital returns, the Board approved a new $2 billion share repurchase authorization on May 6, 2025, expiring in December 2029. The company returned $530 million to shareholders in Q1 2025 through repurchases and dividends, and it expects to complete the remaining roughly $630 million under its existing $3 billion authorization by its December 2025 expiration. Management also announced a final investment decision on the Blue Point Joint Venture low-carbon ammonia facility with JERA and Mitsui, with CF's estimated capital investment of $2.15 billion and production expected in 2029. The 2025 outlook calls for CF-funded capital expenditures of about $650 million, including about $150 million for Blue Point, and gross ammonia production of about 10 million tons. The presentation also reports trailing-twelve-month free cash flow of $1.6 billion, a 63% free cash flow to adjusted EBITDA conversion rate, and a 12.2% free cash flow yield. Management cites a constructive near-term nitrogen market, including India and Brazil import demand expected to be robust in the second half of 2025, and projects a global ammonia supply shortfall by 2029. The company also scheduled an Investor Day for June 24, 2025.

CF Industries Holdings 8-K Report, Financial Results (May 7, 2025)

CF Industries Holdings, Inc. reported first quarter 2025 net earnings attributable to common stockholders of $312 million, or $1.85 per diluted share, compared with $194 million, or $1.03 per diluted share, in the first quarter of 2024. EBITDA was $617 million and adjusted EBITDA was $644 million, versus $488 million and $459 million a year earlier. Net sales rose to $1.66 billion from $1.47 billion, and gross margin increased to $572 million from $409 million, with gross margin percentage of 34.4% against 27.8%. Management attributed higher results to higher average selling prices driven by higher global energy costs, greater supply availability from higher gross ammonia production of approximately 2.6 million tons versus 2.1 million tons, and fewer production outages and maintenance events compared with the prior year. The company announced a positive final investment decision on the Blue Point low-carbon ammonia joint venture with JERA Co., Inc. and Mitsui & Co., Ltd., in which CF Industries holds 40%, JERA 35% and Mitsui 25%. The estimated cost of the low-carbon ATR ammonia facility with carbon capture is approximately $4 billion, production is expected to begin in 2029, and CF Industries will consolidate the joint venture, recording the 60% partner interest as noncontrolling interest. Capital expenditures for full-year 2025 are projected at approximately $800-$900 million, including the joint venture. The Board also authorized an additional $2 billion share repurchase program effective through December 2029, and declared a quarterly dividend of $0.50 per common share payable May 30, 2025. During the quarter the company repurchased 5.4 million shares for $434 million, and trailing twelve-month free cash flow was $1.57 billion, a non-GAAP measure defined in the filing. Management expects full-year 2025 gross ammonia production of approximately 10 million tons. Cash and cash equivalents declined to $1,406 million at March 31, 2025 from $1,614 million at December 31, 2024.

CF Industries Holdings 8-K Report, Regulation FD Disclosure (Apr 8, 2025)

On April 8, 2025, CF Industries Holdings, Inc. filed an 8-K under Item 7.01 (Regulation FD Disclosure) to announce a joint venture with JERA Co., Inc. and Mitsui & Co., Inc. for the construction, production and offtake of low-carbon ammonia at its Blue Point Complex in Louisiana. The press release is furnished as Exhibit 99.1 and is not deemed "filed" for Section 18 purposes. Under the joint venture structure, CF Industries will hold 40% ownership, JERA 35% and Mitsui 25% upon formation, though JERA holds a conditional option, expiring December 31, 2025, to reduce its stake to no lower than 20%, with CF Industries taking up the difference. The joint venture will build an autothermal reforming (ATR) ammonia production facility with an estimated cost of approximately $4 billion, funded by each partner according to ownership percentage. The facility is designed for annual nameplate capacity of approximately 1.4 million metric tons, with production expected to begin in 2029 and construction starting in 2026. Separately, CF Industries will invest approximately $550 million in scalable storage and loading infrastructure at Blue Point, operate and maintain the ammonia production facility under contract, and receive ongoing services revenue from the joint venture. 1PointFive, a subsidiary of Occidental, will transport and permanently sequester approximately 2.3 million metric tons of CO2 annually at its Pelican Sequestration Hub, and the joint venture expects to qualify for Section 45Q tax credits. The press release also states that Technip Energies has been awarded the engineering, procurement and module fabrication contract, and that Topsoe has been awarded the process license for its SynCOR ATR technology. Pre-construction activities are set to begin in 2025.

CF Industries Holdings Annual Report, Year Ended Dec 31, 2024

CF Industries Holdings, Inc. reported net sales of $5.94 billion in 2024, down from $6.63 billion in 2023, on total sales volume of 18.9 million product tons versus 19.1 million a year earlier. The average selling price fell to $313 per ton from $347, which the company attributes to lower global energy costs reducing the global market clearing price. Gross margin declined to $2.06 billion from $2.55 billion, but lower natural gas costs partially offset the pricing decline: the total cost of natural gas used for production fell 35% to $2.40 per MMBtu. Net earnings attributable to common stockholders were $1.22 billion, or $6.74 per diluted share, compared with $1.53 billion, or $7.87 per share, in 2023. Cash generation remained substantial, with net cash from operating activities of $2.27 billion. The company returned significant capital to shareholders, repurchasing approximately 18.8 million shares for about $1.51 billion and paying $364 million in common dividends. Quarterly dividends were raised to $0.50 per share from $0.40. Cash and cash equivalents ended the year at $1.61 billion, and total funded debt was $3.0 billion in senior notes, with $750 million undrawn under the revolving credit facility. The company is pursuing a clean energy strategy centered on low-carbon ammonia. Carbon capture projects are under way at Donaldsonville (expected to commence in 2025) and Yazoo City (expected in 2028). A FEED study for a greenfield autothermal reforming ammonia facility with CCS at Blue Point estimates a cost of approximately $4 billion, and a final investment decision has not been reached. The Donaldsonville electrolyzer commissioning was suspended after an issue identified in the fourth quarter of 2024.

CF Industries Holdings 8-K Report, Financial Results (Feb 19, 2025)

CF Industries Holdings, Inc. filed this Form 8-K on February 19, 2025 to furnish its press release (Exhibit 99.1) reporting results for the quarter and year ended December 31, 2024. For full year 2024, net earnings attributable to common stockholders were $1.22 billion, or $6.74 per diluted share, versus $1.53 billion, or $7.87 per diluted share, in 2023. EBITDA was $2.33 billion and adjusted EBITDA was $2.28 billion, compared with $2.71 billion and $2.76 billion in 2023. Net sales fell to $5.94 billion from $6.63 billion, as lower average selling prices more than offset higher ammonia volumes from the Waggaman facility. Natural gas costs in cost of sales declined to $2.40 per MMBtu from $3.67. Net cash from operating activities was $2.27 billion and free cash flow was $1.45 billion. For the fourth quarter of 2024, net earnings attributable to common stockholders were $328 million, or $1.89 per diluted share, with adjusted EBITDA of $562 million, compared with $592 million in the fourth quarter of 2023. Capital returns were significant: the company repurchased 18.8 million shares for $1.51 billion in 2024 and paid dividends, returning $1.9 billion to shareholders in total. As of December 31, 2024, $1.06 billion remained under the $3 billion share repurchase program, which expires in December 2025. The board declared a quarterly dividend of $0.50 per share. Management expects a constructive global nitrogen supply-demand balance in the near term, supported by low global inventories and high European curtailments, and projects 2025 gross ammonia production of about 10 million tons and capital expenditures of $500-550 million. Strategic updates include a FEED study estimating about $4.0 billion for a proposed autothermal reforming ammonia facility with carbon capture at Blue Point, with final investment decisions expected in the first quarter of 2025, and a Donaldsonville electrolyzer project whose commissioning was suspended after a fourth-quarter 2024 issue.

CF Industries Holdings 8-K Report, Financial Results (Feb 19, 2025)

CF Industries Holdings, Inc. filed this Form 8-K on February 19, 2025 to furnish a presentation (Exhibit 99.1) for its fourth quarter and full year 2024 results, with a conference call scheduled for February 20, 2025. The presentation reports full-year 2024 net sales of $6,631 million (versus $5,936 million in 2023), net earnings attributable to common stockholders of $1,525 million (versus $1,218 million), and adjusted EBITDA of $2,760 million in 2023 and $2,284 million in 2024. Fourth-quarter 2024 net sales were $1,524 million, net earnings were $328 million, and adjusted EBITDA was $562 million. Diluted net earnings per share were $7.87 for FY 2024 versus $6.74 for FY 2023. For cash generation, the company reported FY 2024 cash from operations of $2,271 million and free cash flow of $1,445 million, with a free cash flow to adjusted EBITDA conversion of 63%. The company returned $1.9 billion to shareholders in 2024 through share repurchases and dividends, which the presentation describes as the highest return in the past decade. It had $1.2 billion remaining under its $3 billion share repurchase authorization as of December 31, 2024, and intends to repurchase the remaining $1.1 billion by the December 2025 expiration. The presentation also outlines strategic items, including a greenfield low-carbon ammonia facility (Blue Point project) with an estimated investment of roughly $4 billion for the ammonia production unit, a 1.4 million metric ton production capacity, and a planned final investment decision. It also includes a sensitivity table showing that a $50 per ton change in urea prices implies about a $750 million change in annual adjusted EBITDA, and notes a 2024 average Henry Hub natural gas price of $2.53 per MMBtu.

CF Industries Holdings 8-K Report, Executive Changes (Jan 6, 2025)

CF Industries Holdings, Inc. filed this Form 8-K on January 6, 2025 to disclose a compensatory arrangement for an executive officer under Item 5.02. On January 2, 2025, the Compensation and Management Development Committee of the Board approved a retention award under the Company's 2022 Equity and Incentive Plan to Susan L. Menzel, Executive Vice President and Chief Administrative Officer, consisting of 28,637 restricted stock units (RSUs). The RSUs are subject to Ms. Menzel's continued employment or qualifying service and will vest in full on January 2, 2028. Vesting will accelerate upon a Change in Control (as defined in the Plan) or upon her death or Disability (as defined in the award agreement). The award uses the Company's standard form of award agreement, with one exception: it does not provide for pro-rata vesting if Ms. Menzel retires before the final vesting date. For investors, the filing is a limited governance disclosure. It describes a multi-year retention incentive for a senior executive and does not report financial results, guidance, or other operational developments.

CF Industries Holdings Quarterly Report for Q3 Ended Sep 30, 2024

CF Industries Holdings, Inc. reported third-quarter 2024 net earnings attributable to common stockholders of $276 million, or $1.55 per diluted share, compared with $164 million, or $0.85 per diluted share, in the third quarter of 2023. Net sales rose to $1.37 billion from $1.27 billion, driven by higher average selling prices ($286 per ton versus $268) and the Waggaman ammonia facility acquired December 1, 2023. Gross margin increased to $444 million from $377 million, and interest expense fell to zero from $39 million, reflecting a $37 million reduction tied to discretionary interest relief from the Canada Revenue Agency. For the first nine months of 2024, results declined year over year. Net sales fell to $4.41 billion from $5.06 billion, as the average selling price dropped to $311 per ton from $356, and net earnings attributable to common stockholders decreased to $890 million from $1.25 billion. Diluted EPS was $4.86 versus $6.42. Lower natural gas costs, which fell to $2.38 per MMBtu from $3.90, partially offset the price decline. Cash from operations was $1.85 billion versus $2.28 billion. Capital returns remained significant. The company repurchased about 14.4 million shares for $1.13 billion in the first nine months of 2024, and the quarterly dividend rose to $0.50 per share from $0.40. Cash and cash equivalents totaled $1.88 billion at September 30, 2024, and the $750 million revolving credit facility was undrawn.

CF Industries Holdings 8-K Report, Financial Results (Oct 30, 2024)

CF Industries Holdings, Inc. furnished an 8-K on October 30, 2024 with a presentation for its third-quarter and first-nine-months 2024 results, to be discussed on a conference call on October 31, 2024. Third-quarter net sales were $1,370 million and net earnings attributable to common stockholders were $276 million, or $1.55 per diluted share, compared with $1,273 million of net sales and $164 million of net earnings in the third quarter of 2023. Adjusted EBITDA was $511 million for the quarter, compared with $445 million a year earlier, and $1,722 million for the first nine months of 2024, compared with $2,168 million in the first nine months of 2023. Gross margin as a percentage of net sales was 32.4% in the third quarter of 2024, versus 29.6% in the third quarter of 2023. The company reported cash of $1,877 million at the end of the third quarter and free cash flow of $1,514 million on a last-twelve-months basis, equal to 65% of last-twelve-months adjusted EBITDA. Over the last twelve months, CF returned $1.7 billion to shareholders through share repurchases and dividends, and it had $1.4 billion remaining under its $3 billion share repurchase authorization, which it intends to complete by its December 2025 expiration. The presentation describes CF as the world's largest ammonia producer and reports approximately 93% third-quarter 2024 capacity utilization. The presentation also outlines strategic initiatives, including the Donaldsonville carbon capture and sequestration project, which is on track for construction completion in 2025 and is expected to generate 45Q tax credits in 2025. The company projects about $100 million of annual free cash flow from this project for 12 years. The presentation also cites the Waggaman ammonia production facility, acquired on December 1, 2023, and a provided nitrogen market outlook that describes the near-term global nitrogen market as constructive.

CF Industries Holdings 8-K Report, Financial Results (Oct 30, 2024)

CF Industries Holdings, Inc. filed this Form 8-K on October 30, 2024 to furnish its press release (Exhibit 99.1) reporting results for the third quarter and first nine months ended September 30, 2024. For the first nine months, net earnings attributable to common stockholders were $890 million, or $4.86 per diluted share, compared with $1.25 billion, or $6.42 per diluted share, in the prior-year period. EBITDA was $1.75 billion and adjusted EBITDA was $1.72 billion, versus $2.15 billion and $2.17 billion a year earlier. Net sales were $4.41 billion compared with $5.06 billion, with lower average selling prices across segments as lower global energy costs reduced the global market clearing price, partly offset by higher ammonia volumes from the Waggaman facility. Natural gas cost in cost of sales fell to $2.38 per MMBtu from $3.90. Third-quarter results improved year over year: net earnings attributable to common stockholders were $276 million, or $1.55 per diluted share, versus $164 million, or $0.85 per diluted share, and adjusted EBITDA was $511 million versus $445 million. Net sales rose to $1.37 billion from $1.27 billion, supported by higher average ammonia selling prices. Cash generation remained strong, with trailing twelve-month net cash from operating activities of $2.33 billion and free cash flow of $1.51 billion. The company repurchased 6.1 million shares for $476 million in the quarter, bringing its current $3 billion program to about $1.45 billion remaining, and declared a quarterly dividend of $0.50 per share. Management described the global nitrogen supply-demand balance as constructive near term, citing low inventories, energy cost differentials between North America and Europe, and supply constraints in Trinidad, Egypt and China. Strategic updates included progress on carbon capture projects at the Donaldsonville and Yazoo City complexes, with the Donaldsonville dehydration and compression unit expected to start up in 2025 and the Yazoo City project in 2028.

CF Industries Holdings 8-K Report, Regulation FD Disclosure (Sep 16, 2024)

CF Industries Holdings, Inc. furnished an investor presentation dated September 16, 2024, under Item 7.01 (Regulation FD Disclosure), to be used in meetings with investors and potential investors beginning that day. The filing states that the presentation is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into Securities Act filings unless specifically referenced. The presentation highlights operational strength, with Q2 2024 capacity utilization of about 99% and a 12-month rolling average recordable incident rate of 0.17 per 200,000 work hours through June 30, 2024. It reports Q2 2024 net sales of $1,572 million, net earnings attributable to common stockholders of $420 million ($2.30 per diluted share), and adjusted EBITDA of $752 million. For the first half of 2024, net sales were $3,042 million, net earnings were $614 million ($3.31 per diluted share), and adjusted EBITDA was $1,211 million. On capital returns, the presentation cites $1.4 billion returned to shareholders over the last twelve months through June 30, 2024, LTM free cash flow of $1.2 billion, and $1.9 billion remaining under a $3 billion share repurchase authorization, which the company intends to complete by its December 2025 expiration. The company describes itself as rated BBB (investment grade) with a market capitalization of $15 billion as of August 31, 2024. Its strategy centers on low-carbon ammonia, including a CCS partnership with ExxonMobil with Donaldsonville start-up expected in 2025 and Yazoo City expected in 2028, and it cites projected free cash flow of $100 million or more per year from low-carbon ammonia starting in mid-2025 based on successful implementation of announced CCS projects. The presentation also references transactions with Incitec Pivot Limited, including integration of the Waggaman ammonia production complex, and sets out forward-looking risks related to those transactions, natural gas prices, nitrogen market conditions, and the development of green and low-carbon ammonia projects. Its emissions goals include a 25% reduction in Scope 1 CO2-equivalent emissions per ton of product by 2030 (against a 2015 baseline), a 10% reduction in Scope 3 emissions by 2030, and net-zero Scope 1 and 2 carbon emissions by 2050.

CF Industries Holdings Quarterly Report for Q2 Ended Jun 30, 2024

CF Industries Holdings, Inc. reported second-quarter 2024 net earnings attributable to common stockholders of $420 million, or $2.30 per diluted share, compared with $527 million, or $2.70 per diluted share, in the second quarter of 2023. Net sales fell 11% to $1.57 billion, driven by a 10% decline in the average selling price to $322 per ton, which the company attributes to lower global energy costs reducing the global market clearing price for nitrogen products. Gross margin declined 16% to $679 million, partly offset by lower natural gas costs, which fell 31% to $1.90 per MMBtu including realized derivatives. The Waggaman, Louisiana ammonia facility acquired December 1, 2023 contributed $59 million to net sales in the quarter. For the first six months of 2024, net earnings attributable to common stockholders were $614 million, or $3.31 per diluted share, versus $1.09 billion, or $5.55 per diluted share, a year earlier. Net sales decreased 20% to $3.04 billion and operating cash flow fell to $920 million from $1.66 billion, with the company citing lower net earnings and working capital changes. Capital returns remained significant: the company repurchased 8.3 million shares for $652 million in the first half under its 2022 Share Repurchase Program, paid $188 million in common dividends, and raised its quarterly dividend to $0.50 per share from $0.40. Cash and cash equivalents were $1.82 billion at June 30, 2024, and the company had $750 million of unused revolving credit capacity. The company continues to advance its clean energy strategy, including a 20-megawatt green hydrogen electrolyzer at Donaldsonville that is mechanically complete and nearing commissioning, carbon capture projects at Donaldsonville and Yazoo City, and evaluation of a greenfield low-carbon ammonia plant at Blue Point, estimated at roughly $3 billion. Full-year 2024 capital expenditures are expected to be approximately $550 million.

CF Industries Holdings 8-K Report, Financial Results (Aug 7, 2024)

CF Industries Holdings, Inc. furnished a presentation as Exhibit 99.1 under Item 2.02 of this Form 8-K, dated August 7, 2024, covering results for the quarter and first half ended June 30, 2024. The company said it would discuss these results on a conference call on August 8, 2024. Second-quarter net sales were $1,572 million, down from $1,775 million a year earlier, and net earnings attributable to common stockholders were $420 million, versus $527 million. Diluted EPS was $2.30 in Q2 2024 compared with $2.70 in Q2 2023. Q2 adjusted EBITDA was $752 million, against $857 million, and first-half adjusted EBITDA was $1,211 million, against $1,723 million. Management attributed the decline to lower global nitrogen prices, lower volumes from plant outages in Q1 2024, and lower global energy values, partly offset by lower realized natural gas costs. Q2 natural gas cost in cost of sales was $1.90 per MMBtu, versus $2.74 a year earlier. On cash and capital returns, the presentation reports last-twelve-month cash provided by operating activities of $2,018 million, free cash flow of $1,153 million, and a free cash flow to adjusted EBITDA conversion of 51%. It states about $1.4 billion returned to shareholders over the last twelve months and about $1.9 billion remaining under a $3 billion share repurchase authorization, which the company intends to use by its December 2025 expiration. The company describes Q2 2024 capacity utilization of about 99% and cites persistent North American natural gas price advantages. Strategic items include the Waggaman ammonia complex acquired December 1, 2023, carbon capture and sequestration projects with ExxonMobil at Donaldsonville (start-up expected in 2025) and Yazoo City (start-up expected in 2028), and a green ammonia electrolyzer in commissioning.

CF Industries Holdings 8-K Report, Financial Results (Aug 7, 2024)

CF Industries Holdings, Inc. reported results for the first half and second quarter ended June 30, 2024, in a press release attached as Exhibit 99.1 to this Form 8-K dated August 7, 2024. First half 2024 net earnings attributable to common stockholders were $614 million, or $3.31 per diluted share, compared with $1.09 billion, or $5.55 per diluted share, in the first half of 2023. First half EBITDA was $1.24 billion and adjusted EBITDA was $1.21 billion, versus $1.78 billion and $1.72 billion a year earlier. Second quarter 2024 net earnings were $420 million, or $2.30 per diluted share, with EBITDA and adjusted EBITDA of $752 million each. Net sales fell to $3.04 billion in the first half from $3.79 billion, and to $1.57 billion in the second quarter from $1.78 billion, as average selling prices declined on lower global energy costs. Average natural gas cost in cost of sales dropped to $2.53 per MMBtu in the first half from $4.56 per MMBtu. Cash generation and capital returns remained significant. Trailing twelve-month net cash from operating activities was $2.02 billion and free cash flow was $1.15 billion. The company repurchased 8.3 million shares for $652 million in the first half, including 4.0 million shares for $305 million in the second quarter, and about $1.9 billion remained under its $3 billion program expiring in December 2025. The board declared a quarterly dividend of $0.50 per share, payable August 30, 2024. The company also signed a definitive agreement with ExxonMobil in July 2024 to transport and sequester up to 500,000 metric tons of carbon dioxide annually from its Yazoo City, Mississippi, complex, with start-up expected in 2028 and an investment of approximately $100 million. Management's outlook points to a constructive near-term nitrogen market, supported by lower-than-usual Chinese urea exports, European curtailments, and wide energy cost spreads between North America and high-cost producers. Management expects full-year 2024 gross ammonia production of about 9.8 million tons and capital expenditures of about $550 million. Its green and low-carbon ammonia initiatives continue, including a 20-megawatt electrolysis plant at Donaldsonville nearing commissioning and a carbon capture project there expected to start in 2025.

CF Industries Holdings 8-K Report, Executive Changes (Jun 20, 2024)

CF Industries Holdings, Inc. filed this Form 8-K on June 20, 2024 to report a leadership change in its finance function and related compensation arrangements. Effective June 17, 2024, Gregory D. Cameron was appointed Executive Vice President and Chief Financial Officer, succeeding Christopher D. Bohn, who had been promoted to Executive Vice President and Chief Operating Officer in February 2024 and remained CFO until Mr. Cameron's effective date. Mr. Cameron, 55, previously served as President and Chief Financial Officer of Bloom Energy Corporation and held senior roles at General Electric. Mr. Cameron's compensation includes an annual base salary of $750,000 and a target annual incentive equal to 90% of base salary. He received a fiscal 2024 long-term equity award of 12,377 restricted stock units and 18,566 performance restricted stock units, plus a one-time new hire award of 12,893 RSUs. His change in control agreement provides, following a qualifying termination, a lump sum equal to two times the sum of base salary and target annual incentive, along with two years of benefit continuation and related payments. The filing also discloses a retention award of 45,125 RSUs to Bert A. Frost, Executive Vice President, Sales, Market Development, and Supply Chain, which vests in full on January 3, 2027, subject to continued employment or qualifying service. A press release dated June 17, 2024 announcing the appointment is furnished as Exhibit 99.1.

CF Industries Holdings Quarterly Report for Q1 Ended Mar 31, 2024

CF Industries Holdings, Inc. reported a sharp decline in first-quarter 2024 earnings compared with the first quarter of 2023. Net sales fell to $1.47 billion from $2.01 billion, and gross margin decreased to $409 million from $863 million, driven primarily by a 27% decrease in average selling prices to $325 per ton. Net earnings attributable to common stockholders were $194 million, or $1.03 per diluted share, compared with $560 million, or $2.85 per diluted share, a year earlier. Lower natural gas costs partially offset the pricing decline: the cost of natural gas used for production fell 52% to $3.19 per MMBtu, which increased gross margin by $269 million. Gross ammonia production declined 9% to 2.1 million tons, reflecting maintenance and adverse weather in January, and the Waggaman acquisition contributed incremental ammonia sales volume. Cash and cash equivalents declined to $1.77 billion at March 31, 2024, from $2.03 billion at December 31, 2023. Operating cash flow was $445 million versus $947 million a year earlier, and the company repurchased $347 million of common stock under the 2022 Share Repurchase Program during the quarter, with cumulative repurchases under that program totaling $772 million. The quarterly dividend was raised to $0.50 per share from $0.40. The company retains an undrawn $750 million revolving credit facility and reported $3.00 billion of principal outstanding in senior notes. Management expects 2024 gross ammonia production of approximately 9.8 million tons and full-year 2024 capital expenditures of approximately $550 million. The filing also describes the company's low-carbon and green ammonia initiatives, including a potential greenfield low-carbon ammonia facility at Blue Point, Louisiana, with a final investment decision targeted for the second half of 2024, and a joint development agreement with JERA announced April 17, 2024.

CF Industries Holdings 8-K Report, Financial Results (May 1, 2024)

CF Industries Holdings, Inc. filed this Form 8-K on May 1, 2024 to furnish its press release (Exhibit 99.1) reporting first-quarter 2024 results. Net earnings attributable to common stockholders were $194 million, or $1.03 per diluted share, versus $560 million, or $2.85 per diluted share, in the first quarter of 2023. EBITDA was $488 million and adjusted EBITDA was $459 million, compared with $924 million and $866 million a year earlier. Net sales fell to $1.47 billion from $2.01 billion, driven by lower average selling prices as lower global energy costs reduced the global market clearing price. Results were pressured by severe January cold, a significant planned turnaround, and other unplanned maintenance, which added approximately $75 million in maintenance expense. Average natural gas cost in cost of sales fell to $3.19 per MMBtu from $6.62 per MMBtu. Cash generation and capital returns remained central to the story. Trailing twelve-month net cash from operating activities was $2.26 billion and free cash flow was $1.38 billion. The company repurchased 4.3 million shares for $347 million in the quarter, with approximately $2.2 billion remaining under a $3 billion program, and declared a quarterly dividend of $0.50 per share. Management expects full-year 2024 gross ammonia production of approximately 9.8 million tons and capital expenditures of approximately $550 million. Strategically, the company disclosed a joint development agreement with JERA Co., Inc. to explore a greenfield low-carbon ammonia plant of approximately 1.4 million metric tons at its Blue Point Complex in Louisiana, with JERA contemplating a 48% ownership stake. The Donaldsonville green ammonia electrolyzer is nearing commissioning, and the carbon capture and sequestration dehydration and compression unit is scheduled to start up in 2025. Management also noted that the global nitrogen market moved to a long supply position in early second-quarter 2024, while expecting North American nitrogen demand to remain positive.

CF Industries Holdings 8-K Report, Financial Results (May 1, 2024)

CF Industries Holdings, Inc. filed this Form 8-K on May 1, 2024 to furnish its first-quarter 2024 results presentation (Exhibit 99.1) and announce a conference call on May 2, 2024 to discuss results for the quarter ended March 31, 2024. In the presentation, the company reported Q1 2024 net sales of $1,470 million versus $2,012 million in Q1 2023, and gross margin of $409 million (27.8% of net sales) versus $863 million (42.9%). Net earnings attributable to common stockholders were $194 million ($1.03 per diluted share) compared with $560 million ($2.85 per diluted share) a year earlier. Adjusted EBITDA was $459 million versus $866 million. Management attributed the weaker quarter to production outages from severe cold and other maintenance events, which added roughly $75 million in maintenance costs and reduced gross ammonia production by about 9%. Despite this, operating cash flow was $445 million and free cash flow was $203 million in the quarter. The company repurchased 4.3 million shares for $347 million in Q1 2024 and intends to complete its $3 billion repurchase authorization by December 2025, with approximately $2.2 billion remaining. Full-year 2024 guidance in the presentation includes gross ammonia production of approximately 9.8 million tons and capital expenditures of approximately $550 million. On the strategic side, the presentation highlights progress on the Donaldsonville green ammonia project, where commissioning is nearing completion, and a joint development agreement with JERA to explore greenfield low-carbon ammonia capacity in Louisiana. The company also closed its Waggaman ammonia production facility acquisition on December 1, 2023.

CF Industries Holdings 8-K Report, Shareholder Vote Results (Apr 19, 2024)

CF Industries Holdings, Inc. held its 2024 annual meeting of shareholders on April 18, 2024, and this Form 8-K reports the final voting results under Item 5.07. Shareholders elected all twelve director nominees to one-year terms expiring at the next annual meeting. Javed Ahmed, Robert C. Arzbaecher, Christopher D. Bohn, Deborah L. DeHaas, John W. Eaves, Susan A. Ellerbusch, Stephen J. Hagge, Jesus Madrazo Yris, Anne P. Noonan, Michael J. Toelle, Theresa E. Wagler, Celso L. White, and W. Anthony Will were each reported as elected. Votes in favor ranged from 149,854,918 (Stephen J. Hagge) to 158,802,994 (Susan A. Ellerbusch), with votes against ranging from 348,269 to 9,290,427 for those same nominees. Shareholders also approved, on an advisory basis, the compensation of the company's named executive officers, with 150,881,717 votes for, 8,190,913 votes against, and 139,235 abstentions. Shareholders ratified the selection of KPMG LLP as the independent registered public accounting firm for 2024, with 154,258,497 votes for, 11,751,516 votes against, and 46,815 abstentions. The filing reports voting outcomes only and does not describe any new corporate actions, financial results, or strategic changes. For investors, the main takeaways are the shareholder endorsement of the board slate, the say-on-pay vote, and the auditor ratification.