UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 26, 2025, CF Industries, Inc. (the “Issuer”), the direct subsidiary of CF Industries Holdings, Inc. (the “Company”), completed the public offering (the “Offering”) of $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2035 (the “Notes”). The obligations of the Issuer under the Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantee”) by the Company.
The Notes and the Guarantee were issued pursuant to that certain Indenture, dated as of November 6, 2025, by and among the Issuer, the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by Supplemental Indenture No. 1, dated as of November 26, 2025, by and among the Issuer, the Company and the Trustee (the “First Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”). The Indenture contains certain covenants and restrictions, including covenants that (i) limit the Company’s and its Subsidiaries’ ability to create or incur certain liens, (ii) limit the Company’s and its Subsidiaries’ ability to enter into certain sale-leaseback transactions and (iii) require the Issuer and the Company to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. The Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture.
The Offering was made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-291328 and 333-291328-01).
The description of the Base Indenture, the First Supplemental Indenture, the Notes and the Guarantee contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the Notes. The Base Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and its terms are incorporated herein by reference. The First Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and its terms are incorporated herein by reference. The form of the Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K and its terms are incorporated herein by reference.
Underwriting Agreement
The Notes were sold pursuant to an underwriting agreement, dated November 20, 2025 (the “Underwriting Agreement”), among the Issuer, the Company, and Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement contains certain representations, warranties, covenants and indemnification obligations of the Issuer, the Company and the Underwriters, as well as other customary provisions.
The description of the Underwriting Agreement contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and its terms are incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are included as part of this Current Report on Form 8-K:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 26, 2025
| CF INDUSTRIES HOLDINGS, INC. | ||
| By: | /s/ Michael P. McGrane | |
| Name: | Michael P. McGrane | |
| Title: | Vice President, General Counsel and Secretary | |
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