8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 19, 2021

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):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 July 19, 2021, the Board of Directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) elected Jesus Madrazo Yris to the Board effective immediately. In connection with Mr. Madrazo’s election to the Board, he has been appointed to serve as a member of the Environmental Sustainability and Community Committee and the Corporate Governance and Nominating Committee of the Board. Upon his election to the Board, as a non-employee director, Mr. Madrazo received a restricted stock grant under the Company’s 2014 Equity and Incentive Plan with a fair market value of $150,000. In addition, as a non-employee director, Mr. Madrazo is entitled to an annual cash retainer of $105,000, payable quarterly in advance, including $26,250 for the current quarterly period which began May 4, 2021. Mr. Madrazo 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 July 20, 2021, the Company issued a press release regarding Mr. Madrazo’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.

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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.

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Exhibit 99.1

4 Parkway North, Suite 400

Deerfield, IL 60015

www.cfindustries.com

For additional information:

Jesus MadrazoElected to Board of Directors of

CF IndustriesHoldings, Inc.

DEERFIELD, Ill. – July 20, 2021 – CF Industries Holdings, Inc. (NYSE: CF) today announced that its Board of Directors has elected Jesus Madrazo, founder and chairman of Kompali Farms, as an independent director for the company. Prior to founding Kompali Farms, Mr. Madrazo served for more than two decades in diverse global leadership roles at Monsanto Company and, more recently, as executive vice president, public affairs and sustainability, for the Crop Science division of Bayer.

The election of Mr. Madrazo brings membership of the CF Industries Holdings, Inc. Board of Directors to twelve. He is expected to stand for re-election by stockholders at the company’s 2022 Annual Meeting.

“We are pleased to welcome Jesus to the CF Industries’ Board,” said Stephen A. Furbacher, chairman of the board, CF Industries Holdings, Inc. “With his strong leadership experience, a global perspective, a passion for sustainability, and a deep background in agriculture serving customers and as a farmer himself, Jesus will serve the Board and our management team greatly. We look forward to his contributions as we work together to create long-term value for our stockholders.”

About Jesus Madrazo

Mr. Madrazo, 51, is the founder and chairman of Kompali Farms, a large wine venture in Mexico renowned for its innovation by uniting technology and sustainability to deliver value to consumers while minimizing environmental impact. Prior to Kompali Farms, he served as a member of the executive leadership team and as executive vice president, public affairs and sustainability, for the Crop Science division of Bayer. Prior to joining Bayer, Madrazo held the role of Vice President, Commercial and Global Supply Chain, at Monsanto, which he first joined in 1999.

Mr. Madrazo holds a legal degree from the Instituto Tecnológico y de Estudios Superiores de Monterrey in Mexico and received post-legal degrees from Universidad Nacional Autónoma de México (UNAM) and University of Arizona. He also holds an MBA from Cardiff Business School in the United Kingdom. He has been a member of multiple industry coalitions and non-governmental organization boards of directors around the world.

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 nine 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.