8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):

October 17, 2023

CF

Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(847

) 405-2400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

On October 17, 2023, the Board of Directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) elected Susan A. Ellerbusch to the Board effective immediately. In connection with Ms. Ellerbusch’s election to the Board, she has been appointed to serve as a member of the Environmental Sustainability and Community Committee of the Board. Upon her election to the Board, as a non-employee director, Ms. Ellerbusch received a restricted stock grant under the Company’s 2022 Equity and Incentive Plan with a fair market value of $160,000. In addition, as a non-employee director, Ms. Ellerbusch is entitled to an annual cash retainer of $115,000, payable quarterly in advance, including $28,750 for the current quarterly period which began August 3, 2023. Ms. Ellerbusch has entered into the Company’s standard indemnification agreement for officers and directors, under which the Company is required to indemnify the director to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to the director being or having been a director of the Company and to advance any expenses incurred by the director in connection with such proceedings. A form of the Company’s standard indemnification agreement was filed as Exhibit 10.10 to Amendment No. 2 to the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on July 20, 2005 (File No. 333-124949).

On October 17, 2023, the Company issued a press release regarding Ms. Ellerbusch’s election to the Board. The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

4 Parkway North

Deerfield, IL 60015

www.cfindustries.com

For additional information:

Susan A. EllerbuschElected to Board of Directors of CF Industries Holdings, Inc.

DEERFIELD, Ill. – October 17, 2023 – CF Industries Holdings, Inc. (NYSE: CF) today announced that its Board of Directors has elected Susan A. Ellerbusch, a global leader in chemicals and energy industries, as an independent director of the company. Ms. Ellerbusch has served in a series of diverse leadership roles at Air Liquide since 2015, including as chief executive officer, Air Liquide North America, LLC. Prior to Air Liquide, she held roles of increasing leadership at BP.

The election of Ms. Ellerbusch brings membership of the CF Industries Holdings, Inc. Board of Directors to twelve. She is expected to stand for re-election by stockholders at the company’s 2024 Annual Meeting.

“We are pleased to welcome Sue to the CF Industries’ Board,” said Stephen J. Hagge, chairman of the board, CF Industries Holdings, Inc. “With her extensive leadership experience, global perspective and deep expertise in hydrogen, industrial gases and chemicals, Sue will be a voice the Board and our management team can rely on as we advance the Company’s mission to provide clean energy to feed and fuel the world sustainably. We look forward to her contributions as we work together to create long-term value for our shareholders.”

About Susan A. Ellerbusch

Susan A. Ellerbusch has a 30-year tenure in chemicals and energy industries. Since 2015, she has served in a variety of leadership roles at Air Liquide, a world leader in gases, technologies and services for industry and health. These include chief executive officer, Air Liquide North America, LLC, and president, Air Liquide Large Industries, U.S. Prior to Air Liquide, Ms. Ellerbusch worked at BP where she held roles of increasing leadership and most recently served as President, BP Biofuels North America from 2008 to 2015.

Ms. Ellerbusch is a board member of Summit Materials. She has a Bachelor of Science degree in genetics from the University of Illinois Urbana-Champaign and an MBA from the University of Illinois Chicago.

About CF Industries Holdings,Inc.

At CF Industries, our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our manufacturing complexes in the United States, Canada, and the United Kingdom, an unparalleled storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. CF Industries routinely posts investor announcements and additional information on the Company’s website at www.cfindustries.com and encourages those interested in the Company to check there frequently.