CF实业 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2025 20-2697511(I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section12(g) of the Act:None Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2025 (the last business day of the registrant’s most recentlycompleted second fiscal quarter), computed by reference to the closing sale price of the registrant’s common stock, was $14,796,888,341. 153,668,821 shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of January 30, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of shareholders (Proxy Statement) are incorporated by reference into PartIIIof this Annual Report on Form10-K. The Proxy Statement will be filed with the Securities and Exchange Commission, pursuant to Regulation14A, not later than120days after the end of the 2025 fiscal year, or, if the registrant does not file the Proxy Statement within such 120-day period, the registrant will amend thisAnnual Report on Form10-K to include the information required under PartIII of Form 10-K not later than the end of such 120-day period. CF INDUSTRIES HOLDINGS,INC. TABLE OF CONTENTS PARTI Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem 4.Mine Safety Disclosures Item5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem6.[Reserved]Item7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataReport of Independent Registered Public Accounting FirmConsolidated Statements of OperationsConsolidated Statements of Comprehensive IncomeConsolidated Balance SheetsConsolidated Statements of EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsItem9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Item10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accountant Fees and Services PARTIV Item15.Exhibits and Financial Statement Schedules118Item 16.Form 10-K Summary118 PART I ITEM 1.BUSINESS. Our Company All references to “CF Holdings,” “we,