Form 8-K

8-K — CF Industries Holdings, Inc.

Accession: 0001104659-26-055680

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001324404

SIC: 2870 (AGRICULTURE CHEMICALS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613451d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613451d2_ex99-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 5, 2026

Industries Holdings, Inc.

(Exact name of registrant

as specified in its charter)

Delaware

001-32597

20-2697511

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

2375 Waterview Drive

Northbrook, Illinois

60062

(Address of principal

executive offices)

(Zip

Code)

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:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

common stock, par value $0.01 per share

New York Stock Exchange

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 ¨

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On May 5, 2026, CF Industries Holdings, Inc. (“CF Industries”

or the “Company”) announced that Andrew T. Scribner has been elected executive vice president and chief financial officer

(principal financial officer), effective May 26, 2026 (the “Effective Date”).

Mr. Scribner, 47, joins CF Industries from Kimberly-Clark Corporation,

where Mr. Scribner served as vice president, global controller and head of corporate finance planning and analysis from June 2025

to May 2026 and as chief financial officer - Kimberly-Clark North America from January 2023 to June 2025. He joined Kimberly-Clark from

the Gap, Inc., an apparel, accessories, and personal care products company operating under the Old Navy, Gap, Banana Republic, and Athleta

brands, where he served as senior vice president, CFO, strategy and inventory management of Banana Republic from 2021 to 2023; senior

vice president, chief financial officer of Athleta from 2019 to 2021; and vice president, PMO of Gap, Inc. from 2017 to 2019. Prior to

that, Mr. Scribner spent 13 years at The Kraft Heinz Company, and its predecessor company Kraft Foods Group, in roles of increasing responsibility,

most recently as vice president and general manager, Kraft Heinz Ingredients.

Mr. Scribner has no direct or indirect material interest in any transaction

required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Scribner’s employment, he will receive

a lump sum cash sign-on payment of $140,000, an annual base salary of $675,000 and a target annual incentive (bonus) opportunity equal

to 80% of his base salary. Effective as of the Effective Date, Mr. Scribner will also receive a fiscal year 2026 long-term equity

incentive award under the Company’s 2022 Equity and Incentive Plan (the “Plan”) with an aggregate value of $2 million

that will be comprised of 40% restricted stock units (“RSUs”) and 60% performance restricted stock units (“PRSUs”).

Subject to Mr. Scribner’s continued employment or qualifying service with the Company, and subject to accelerated vesting in connection

with a Change in Control (as defined in the Plan) or Mr. Scribner’s death or Disability (as defined in the award agreements),

(i) the RSUs will vest one-third on the first anniversary of the grant date, one third on January 6, 2028, and one third on January

6, 2029 and (ii) the PRSUs will vest upon the certification by the Compensation and Management Development Committee of the Company’s

Board of Directors of the attainment of the performance goals following the end of the three-year performance period ending December 31,

2028. The performance metrics for the PRSUs are structured in the same manner as the PRSUs granted to the Company’s executive officers

every year since 2018 and are the same as the PRSUs awarded to the Company’s executive officers in January 2026. The number of PRSUs

earned under the PRSUs will be determined based on the Company’s average return on net assets (“RONA”) performance over

three one-year periods and subject to a three-year total shareholder return modifier. The RONA performance levels for fiscal 2026 and

corresponding payout percentages for the year established by the Compensation and Management Development Committee will be disclosed in

the proxy statement for CF Industries’ 2027 annual meeting of shareholders.

Mr. Scribner will also enter into a change in control agreement

with the Company, effective as of the Effective Date. Under the terms of this agreement (which will be in the Company’s standard

form of change in control agreement for senior executives), Mr. Scribner will generally be entitled to receive certain payments and benefits

from the Company if the Company terminates his employment without cause or if he resigns because of good reason, in either case within

the period of 24 months following (or in certain cases prior to) a Change in Control (as such terms are defined in the agreements). Following

a qualifying termination, the change in control agreement will provide for (i) a lump sum payment equal to two times the sum of his

base salary and target annual incentive payment; (ii) welfare benefit continuation for a period of two years and outplacement services

for a period of up to two years; and (iii) a pro-rata annual incentive payment for the year of termination, assuming target levels

of performance or, if higher, actual year-to-date performance. He will also receive a cash payment equal to the employer matching and

annual service contributions that we would have made on his behalf for a period of two years under our defined contribution 401(k) plan

and the related amounts that we would have credited to his account balance under our Supplemental Benefit and Deferral Plan.

Item 7.01. Regulation FD Disclosure.

On May 5, 2026, the Company issued a press release regarding Mr. Scribner’s

appointment as Executive Vice President and Chief Financial Officer. The press release is furnished as Exhibit 99.1 to this Form 8-K and

is incorporated herein by reference.

The information furnished in this Item 7.01 and Exhibit 99.1 shall

not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific

reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

99.1

Press release dated May 5, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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.

Date: May 5, 2026

CF INDUSTRIES

HOLDINGS, INC.

By:

/s/ Michael

P. McGrane

Name:

Michael P. McGrane

Title:

Senior Vice President,

General Counsel, and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613451d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

2375 Waterview Drive

Northbrook, IL 60062

www.cfindustries.com

For additional information:

Media

Investors

Chris Close

Darla Rivera

Senior Director, Corporate Communications

Director, Investor Relations

847-405-2542 – cclose@cfindustries.com

847-405-2045 – darla.rivera@cfindustries.com

Andrew T. Scribner

Elected Executive Vice President and Chief Financial Officer of CF Industries Holdings, Inc.

NORTHBROOK, Ill. – May 5, 2026

– CF Industries Holdings, Inc. (NYSE: CF) today announced that its Board of Directors has elected Andrew T. Scribner as executive

vice president and chief financial officer, effective May 26, 2026. Mr. Scribner will report to Christopher D. Bohn, president and chief

executive officer, CF Industries Holdings, Inc., and serve as a member of the Company’s senior leadership team.

“We are pleased to welcome Andrew

to CF Industries,” said Bohn. “He is a disciplined, focused, and hands-on finance leader, and we believe his operational

experience and strategic perspective will support our continued growth.”

Mr. Scribner joins CF Industries from

Kimberly-Clark Corporation, where he most recently served as vice president, global controller and head of corporate finance planning

and analysis, and previously as chief financial officer for Kimberly-Clark North America. Prior to Kimberly-Clark, he held senior finance

leadership roles at Gap Inc., including CFO roles for the Banana Republic and Athleta brands, and spent 13 years at The Kraft Heinz Company

and its predecessor, Kraft Foods Group, in roles of increasing responsibility.

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 low-carbon 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.

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