Form 8-K

8-K — CF Industries Holdings, Inc.

Accession: 0001104659-26-056338

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001324404

SIC: 2870 (AGRICULTURE CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613543d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613543d1_ex99-1.htm)

GRAPHIC (tm2613543d1_ex99-1img001.jpg)

GRAPHIC (tm2613543d1_ex99-1img002.jpg)

GRAPHIC (tm2613543d1_ex99-1img003.jpg)

GRAPHIC (tm2613543d1_ex99-1img004.jpg)

GRAPHIC (tm2613543d1_ex99-1img005.jpg)

GRAPHIC (tm2613543d1_ex99-1img006.jpg)

GRAPHIC (tm2613543d1_ex99-1img007.jpg)

GRAPHIC (tm2613543d1_ex99-1img008.jpg)

GRAPHIC (tm2613543d1_ex99-1img009.jpg)

GRAPHIC (tm2613543d1_ex99-1img010.jpg)

GRAPHIC (tm2613543d1_ex99-1img011.jpg)

GRAPHIC (tm2613543d1_ex99-1img012.jpg)

GRAPHIC (tm2613543d1_ex99-1img013.jpg)

GRAPHIC (tm2613543d1_ex99-1img014.jpg)

GRAPHIC (tm2613543d1_ex99-1img015.jpg)

GRAPHIC (tm2613543d1_ex99-1img016.jpg)

GRAPHIC (tm2613543d1_ex99-1img017.jpg)

GRAPHIC (tm2613543d1_ex99-1img018.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613543d1_8k.htm · Sequence: 1

false

0001324404

2026-05-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 6, 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 2.02. Results of Operations and Financial Condition.

On May 7, 2026, CF Industries Holdings, Inc. will host a conference

call discussing its results for the quarter ended March 31, 2026, at which the presentation attached hereto as Exhibit 99.1 will be used.

The information set forth herein, including the exhibit attached hereto,

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

Presentation of CF Industries Holdings,

Inc. dated May 6, 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 6, 2026

CF INDUSTRIES

HOLDINGS, INC.

By:

/s/ RICHARD A. HOKER

Name:

Richard A. Hoker

Title:

Vice President and Corporate Controller and Interim Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613543d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

2026 First Quarter

Financial Results

May 6, 2026

NYSE: CF

Safe harbor statement

All statements in this presentation by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical

facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,”

“estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions.

Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which

are beyond the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not

limited to, statements about: strategic plans and management’s expectations with respect to the production of low-carbon ammonia, the development of

carbon capture and sequestration projects, the transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital

expenditures, statements about future financial and operating results, and other items described in this presentation. Important factors that could cause

actual results to differ materially from those in the forward-looking statements include, among others: the Company’s ability to complete the projects at its

Blue Point Complex, including the construction of a low-carbon ammonia production facility with its joint venture partners and scalable infrastructure on

schedule and on budget or at all; the Company’s ability to fund the capital expenditure needs related to the joint venture at its Blue Point Complex, which

may exceed its current estimates; the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s selling

prices and operating results; the global commodity nature of the Company’s nitrogen products, the conditions in the global market for nitrogen products,

and the intense global competition from other producers; announced or future tariffs, retaliatory measures, and global trade relations, including the

potential impact of tariffs and retaliatory measures on the price and availability of materials for its capital projects and maintenance; conditions in the

United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for its

fertilizer products; the volatility of natural gas prices in North America and globally; weather conditions and the impact of adverse weather events; the

seasonality of the fertilizer business; the impact of changing market conditions on the Company’s forward sales programs; difficulties in securing the

supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of

transportation services and equipment, including those related to carbon dioxide sequestration; the Company’s reliance on a limited number of key

facilities; risks associated with cybersecurity; acts of terrorism and regulations to combat terrorism; the significant risks and hazards involved in producing

and handling the Company’s products against which the Company may not be fully insured; risks associated with international operations; the Company’s

ability to manage its indebtedness and any additional indebtedness that may be incurred; risks associated with changes in tax laws and adverse

determinations by taxing authorities, including any potential changes in tax regulations and its qualification for tax credits; risks involving derivatives and

the effectiveness of the Company’s risk management and hedging activities; potential liabilities and expenditures related to environmental, health and

safety laws and regulations and permitting requirements; regulatory provisions and requirements related to greenhouse gas emissions and sustainability

matters, including announced or future changes in environmental, climate change or sustainability laws; the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of the Company’s low-carbon ammonia projects; risks

associated with investments in and expansions of the Company’s business, including unanticipated adverse consequences and the significant resources

that could be required; and failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production

facility with carbon capture and sequestration technologies being constructed at its Blue Point Complex. More detailed information about factors that may

affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF

Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly

reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the Company’s web site. It is not possible to predict or

identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and

uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking

statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows,

financial condition and future prospects. Forward-looking statements are given only as of the date of this presentation and the Company disclaims any

obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Note regarding non-GAAP financial measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management

believes that EBITDA, adjusted EBITDA, free cash flow, and free cash flow to adjusted EBITDA conversion, which are non-GAAP

financial measures, provide additional meaningful information regarding the Company's performance and financial strength. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in

accordance with GAAP. In addition, because not all companies use identical calculations, EBITDA, adjusted EBITDA, free cash flow,

and free cash flow to adjusted EBITDA conversion included in this presentation may not be comparable to similarly titled measures

of other companies. Reconciliations of EBITDA, adjusted EBITDA, and free cash flow to the most directly comparable GAAP

measures are provided in the tables accompanying this presentation.

EBITDA is defined as net earnings attributable to common stockholders plus interest expense—net, income taxes and depreciation

and amortization. Other adjustments include the elimination of the portion of interest income (expense)—net and the portion of

depreciation and amortization that are included in noncontrolling interests, and loan fee amortization that is included in both interest

and amortization. The Company has presented EBITDA because management uses the measure to track performance and believes

that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry.

Adjusted EBITDA is defined as EBITDA adjusted with the selected items as summarized in the tables accompanying this

presentation. The Company has presented adjusted EBITDA because management uses adjusted EBITDA, and believes it is useful

to investors, as a supplemental financial measure in the comparison of year-over-year performance.

Free cash flow is defined as net cash provided by operating activities, as stated in the consolidated statements of cash flows,

reduced by capital expenditures and distributions to noncontrolling interest plus contributions from noncontrolling interests. Free cash

flow to adjusted EBITDA conversion is defined as free cash flow divided by adjusted EBITDA. The Company has presented free

cash flow and free cash flow to adjusted EBITDA conversion because management uses these measures and believes they are

useful to investors, as an indication of the strength of the Company and its ability to generate cash and to evaluate the Company’s

cash generation ability relative to its industry competitors. It should not be inferred that the entire free cash flow amount is available

for discretionary expenditures.

Outstanding operational performance in a tight global nitrogen

supply-demand balance delivers strong financial results

(1) Q1 2026 Net Earnings and Q1 2026 Adjusted EBITDA includes a gain of ~$170M from a litigation settlement. See appendix for reconciliation of adjusted EBITDA to the most directly

comparable GAAP measure

(2) Represents last twelve months share repurchases and dividends paid through March 31, 2026

(3) Includes the cash inflows and outflows associated with the Blue Point joint venture, which includes a net cash inflow of ~$185M representing $408M in contributions from JERA and

Mitsui, less Capex funded by JERA and Mitsui of $223M. See appendix for reconciliation of free cash flow to the most directly comparable GAAP measure

(4) As of March 31, 2026; share repurchase authorization runs through 2029

(5) Per 200,000 work hours as of March 31, 2026

(6) Available ammonia capacity represents CF Industries’ average annual gross ammonia capacity of its manufacturing network, as described in the Company's 2025 Form 10-K, less the

average gross ammonia capacity of its Yazoo City Complex, which management previously announced would not resume operations until late fourth quarter of 2026 at the earliest

(7) Represents Q1 2026 LTM free cash flow divided by Q1 2026 LTM adjusted EBITDA. See appendix for reconciliations of free cash flow and adjusted EBITDA to the most directly

comparable GAAP measures

(8) Sourced from CRU Ammonia Database on December 22, 2025, see slide 5

99%

Q1 2026

Available Ammonia

Capacity Utilization(6)

0.16

12-month Rolling Average

Recordable Incident Rate(5)

51%

Q1 2026 LTM FCF/Adj

EBITDA Conversion(7)

$983M

Q1 2026

Adjusted EBITDA(1)

$3.2B

Q1 2026 LTM

Adjusted EBITDA(1)

$2.7B

Q1 2026 LTM

Cash from Operations

$1.7B

Q1 2026 LTM

Free Cash Flow(3)

$1.3B

Q1 2026 LTM

Capital Returned to

Shareholders(2)

$1.7B

Remaining in Current $2B

Share Repurchase

Authorization(4)

$1.8B

Q1 2026 LTM

Net Earnings (1)

$615M

Q1 2026

Net Earnings(1)

10%

Greater Capacity Utilization

than North America Peers(8)

5-year rolling average ending 2025

Outstanding safety performance drives industry leading

production capacity utilization

5-Year Rolling Avg. North American

Ammonia Percent of Capacity Utilization(1)

CF’s 10% greater capacity utilization yields an

additional ~1 million tons of ammonia annually(4)

0.16

1.9

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

2012 2014 2016 2018 2020 2022 2024 Q1 2026

BLS Fertilizer

Manufacturing

Total injuries per 200,000 work hours

Total Recordable Incident Rate

As of March 31, 2026, the 12-month rolling average

recordable incident rate was 0.16 per 200,000 work hours

96%

86%

5-year rolling avg. percent of capacity utilization

+10%

CF North America(2) North America

Excluding CF(3)

(1) Source of data: December 22, 2025, CRU Ammonia Database

(2) Represents CF Industries historical North American production and CRU’s capacity estimates for CF Industries

(3) Calculated by removing CF Industries’ annual reported production and capacity from the CRU data for all North American ammonia production peer group

(4) ~1 million tons represents the difference between CF Industries’ actual trailing 5-year average ammonia production of 9.5 million tons at 96% of capacity utilization and the 8.6 million tons

CF Industries would have produced if operated at the 86% CRU North American benchmark excluding CF Industries

Note: CRU North American peer group includes AdvanSix, Austin Powder (US Nitrogen), Carbonair, CF Industries, Chevron, CVR Partners, Dakota Gasification Co, Incitec Pivot Ltd, Fortigen,

Koch Industries, LSB Industries, LSB Industries/Cherokee Nitrogen, Methanex, Mississippi Power, Mosaic, Nutrien, OCI N.V., Sherritt International Corp, Shoreline Chemical, Simplot, Yara

International, Gulf Coast Ammonia

CF’s investments expand gross ammonia capacity to meet

nitrogen demand

Gross ammonia capacity

In million short tons

CF Gross Ammonia Capacity

7.3

1.3

0.8 0.2

0.9 10.5

1.5 12.0

2012 CF

gross

ammonia

capacity

2025 CF

gross

ammonia

capacity

Blue Point

low-carbon

ammonia

2030F CF

gross

ammonia

capacity

Donaldsonville

expansion

Port Neal

expansion

Network

Optimization

Waggaman

acquisition

~45%

~66%

2024 2025 2026F

Near-term global nitrogen supply tight; further constrained

by ongoing geopolitical disruptions

Sources: Industry Publications, CRU Urea Market Outlook as of March 2026, CF Analysis

India Urea Imports

~10-12 MMT

2024 2025 2026F

China Urea Exports

Million metric tons

~4-6 MMT

2024 2025 2026F

Brazil Urea Imports

Nitrogen Market Outlook

Global nitrogen supply tight through 2027

Supply disruptions from Russia & Iran conflicts persist

Chinese urea exports expected under strict quota

Indian imports to grow on reduced domestic production

U.S. planted corn acres expected above average in 2026

Potential yield impacts due to demand destruction

~7-8 MMT

Near- and

medium-term

global nitrogen

supply tight

Pre-conflict

Forecast:

8-10 MMT

~50% of first quartile global urea capacity is exposed to

geopolitical conflicts

2026 Monthly Delivered U.S. Gulf Urea Cost Curve(1)

Y-axis: USD/st

X-axis: Monthly Production Capacity at 95% Operating Rate, million short tons

“Fragile & Exposed”

segment represents

plants/regions directly shut

down, curtailed or face

feedstock limitations due to

geopolitical conflicts.

Low-risk segment represents

plants/regions with minimal

feedstock exposure to current

geopolitical conflicts.

Chinese capacity is largely

insulated from global oil/gas

shocks due to large share of

coal-based production.

Limited global supply due to

Chinese government export

restrictions.

First

quartile

Second

quartile

Third

quartile

Fourth

quartile

(1) 2026 annual average feedstock gas and coal prices represent actuals through March 2026 and forward curves as of April 27, 2026

**India gas cost assumed at $10.81/MMBtu; representative of imported spot LNG to cover typical contracted Middle East LNG supply

Source: Industry Publications, CF Analysis

CF’s North American network insulated from recent geopolitical

disruptions

Efficient North American asset base

Access to low-cost natural gas

Unmatched distribution & logistics

network

Production & distribution flexibility

Access to serve global market

Conflict zone supply creates

structural disadvantages

Accounts for 50% of first quartile

urea production capacity

High risk of volatility and security

of supply

Nitrogen, feedstock and logistic

asset damage unknown

Transport risk – Strait of Hormuz,

Red Sea & Horn of Africa

LNG dependent regions impacting

nitrogen production in India, Pakistan

and Bangladesh

Governments diverting natural gas

from nitrogen production in North Africa

Gas supply volatility in Trinidad

Increased economic stress on

European high-cost production

CF’s durable advantages Feedstock supply disruptions

Intrinsic value of CF’s North American assets, durable

advantages, and growth initiatives has increased

EBITDA

Current Mid-Cycle

EBITDA

Expected Mid-Cycle

~2030

CF Mid-Cycle Expectations Strengthening

CF’s valuation should reflect:

$2,000+

$2,500+ Strengthening mid-cycle expectations

with low-risk asset profile vs other first

quartile producers which will require a risk

premium to incentivize new capacity

Strategic initiatives provide growth

through decarbonization and margin-enhancing projects

Globally advantaged growth through

Blue Point site with room for additional

capacity, low-carbon optionality, access to

low-cost natural gas, export capability,

and lower exposure to disruptions from

geopolitical conflicts

$ millions

FCF

$1,500+

$3,000+

Appendix

Adjusted EBITDA favorable driven by tight global nitrogen

supply-demand balance in Q1 2026

(1) See appendix for reconciliations of adjusted EBITDA to the most directly comparable GAAP measure

Q1 2026 vs Q1 2025 Adjusted EBITDA

$644

$401

$(39)

$(76)

$983

Adj. EBITDA

Q1 2025(1)

Price Volume Realized

Gas Cost

Adj. EBITDA

Q1 2026(1)

$ millions

$170

Other

$(117)

Litigation

Settlement

Continued strong cash generation…

(1) Represents the cash and cash equivalents balance on the Company's Consolidated Balance Sheet at the end of each respective period

(2) Consists of 60% of the total Blue Point JV capex of ~$65M in Q1 2026

(3) Includes Blue Point JV capex of ~$26M in Q1 2026, which represents the 40% attributable to CF

(4) Semi-annual distribution paid to noncontrolling interests (CHS Inc.) in Q1 2026

(5) Represents share repurchases and dividends paid in Q1 2026 as reflected on the Company’s Consolidated Statement of Cash Flows

$1,982

Cash

Q4 2025(1)

Cash from

Operations

Return to

Shareholders(5)

Other Cash

Q1 2026(1)

$2,042

$(106)

$496

$(39)

$(23)

$(184)

Capex

Funded by

JERA & Mitsui(2)

Funded

by CF(3)

$(223)

Consolidated

CF Capex

Q1 2026 Cash Sources and Uses

$ millions

CHS

Distribution(4)

$(201)

JERA & Mitsui

Blue Point

JV Capital

Contributions

$117

LTM Free Cash Flow

(millions)

CF Industries’ Free Cash Flow and Shares Outstanding as of Period End

Shares Outstanding

(millions)

$2,165 $2,783 $1,799

$1,445

$1,789 $1,653

208

196 188

170

154

125

135

145

155

165

175

185

195

205

215

$500

$1,000

$1,500

$2,000

$2,500

$3,000

2021 2022 2023 2024 2025 1Q26 LTM

…provides robust free cash flow participation

(millions) Non-GAAP reconciliation: Cash from Operations to Free Cash Flow

$2,873 $3,855 $2,757 $2,271 $2,752 $2,662

(514) (453) (499) (518) (950) (1,041)

(194) (619) (459) (308) (304) (376)

- - - - 291 408

$2,165 $2,783 $1,799 $1,445 1,789 1,653

208 196 188 170 154 154 End of period shares

outstanding

Cash from Operations

Capital expenditures

Distributions to

noncontrolling interests

Free Cash Flow

Contributions from

noncontrolling interests

$2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00

$300 $1.4 $1.3 $1.2 $1.0 $0.9 $0.7 $0.6

$350 $2.3 $2.1 $2.0 $1.8 $1.7 $1.5 $1.4

$400 $3.1 $2.9 $2.8 $2.6 $2.5 $2.3 $2.2

$450 $3.9 $3.7 $3.6 $3.4 $3.3 $3.1 $3.0

$500 $4.7 $4.5 $4.4 $4.2 $4.1 $3.9 $3.8

$550 $5.5 $5.3 $5.2 $5.0 $4.9 $4.7 $4.6

CF Industries Adjusted EBITDA sensitivity table

Table illustrates the CF Industries business model across a broad range of

industry conditions

$50/ton urea realized movement implies ~$800M change in Adjusted EBITDA on an annual basis

(1) Based on 2025 sales volumes of approximately 19.1 million product tons, 2025 gas consumption of 352 million MMBtus and 2023-2025 average nitrogen product sales price

relationships. Changes in product prices and gas costs are not applied to the CHS minority interest or industrial contracts where CF Industries is naturally hedged against changes in

product prices and gas costs. Table output assumes 1.4M MT CO2 captured via Donaldsonville CCS

(2) Assumes that a $50 per ton change in urea prices is also applied proportionally to all nitrogen products and is equivalent to a $34.78 per ton change in UAN price, $36.96 per ton change

in AN price, $89.14 per ton change in ammonia price, and $21.20 per ton change in the price of the Other segment

Adjusted EBITDA Sensitivity to Natural Gas and Urea Prices(1)

$ billions CF Realized Natural Gas Cost ($/MMBtu)

CF Realized Urea Price ($/ton)(2)

Financial results – first quarter 2026

In millions, except percentages, per MMBtu and EPS Q1 2026 Q1 2025

Net sales $ 1,986 $ 1,663

Gross margin 746 572

- As a percentage of net sales 37.6 % 34.4 %

Net earnings attributable to common stockholders $ 615 $ 312

Net earnings per diluted share 3.98 1.85

EBITDA(1) 1,008 617

Adjusted EBITDA(1) 983 644

Diluted weighted-average common shares outstanding 154.5 168.8

Natural gas costs in cost of sales (per MMBtu)(2) $ 4.95 $ 3.69

Realized derivatives gain in cost of sales (per MMBtu)(3) (0.38) (0.01)

Cost of natural gas used for production in cost of sales (per MMBtu) $ 4.57 $ 3.68

Average daily market price of natural gas at the Henry Hub (per MMBtu) $ 4.90 $ 4.28

Depreciation and amortization 228 221

Capital expenditures 223 132

(1) See appendix for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures

(2) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method

(3) Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives

In millions Q1 2026 Q1 2025 Q1 2026

LTM

Net earnings $ 676 $ 351 $ 2,123

Less: Net earnings attributable to noncontrolling interests (61) (39) (365)

Net earnings attributable to common stockholders 615 312 1,758

Interest expense—net 19 20 73

Income tax provision 168 86 523

Depreciation and amortization 228 221 905

Less other adjustments:

Interest income (expense)—net in noncontrolling interests 1 — 3

Depreciation and amortization in noncontrolling interests (22) (21) (91)

Loan fee amortization(1) (1) (1) (4)

EBITDA $ 1,008 $ 617 $ 3,167

Unrealized net mark-to-market (gain) loss on natural gas derivatives (3) 2 —

Loss (gain) on foreign currency transactions 3 2 (4)

Less: (Loss) gain on foreign currency transactions in noncontrolling interests (1) — 6

Asset impairment(2) — — 76

Insurance recoveries—property damage (25) — (25)

Loss on sale of Ince facility — 23 —

Blue Point joint venture construction costs(3) 1 — 5

Loss on debt extinguishment — — 6

Pension settlement loss — — 1

Total adjustments (25) 27 65

Adjusted EBITDA $ 983 $ 644 $ 3,232

Non-GAAP: reconciliation of net earnings to EBITDA and

adjusted EBITDA

(1) Loan fee amortization is included in both interest expense—net and depreciation and amortization

(2) Consists of asset impairment charges related to property, plant and equipment at the Donaldsonville and Yazoo City Complexes

(3) Represents 40% of Blue Point joint venture costs related to the construction of the low-carbon ammonia production facility at our Blue Point Complex, which excludes

the portion attributable to the noncontrolling interests

Non-GAAP: reconciliation of cash from operations to free

cash flow and free cash flow to adjusted EBITDA conversion

In millions, except percentages Q1 2026

LTM

Cash provided by operating activities $ 2,662

Capital expenditures (1,041)

Distributions to noncontrolling interests (376)

Contributions from noncontrolling interests 408

Free cash flow $ 1,653

Adjusted EBITDA $ 3,232

Free cash flow to Adjusted EBITDA conversion(1) 51 %

(1) Represents Q1 2026 LTM free cash flow divided by Q1 2026 LTM adjusted EBITDA

GRAPHIC

Filename: tm2613543d1_ex99-1img001.jpg · Sequence: 6

Binary file (113443 bytes)

Download tm2613543d1_ex99-1img001.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img002.jpg · Sequence: 7

Binary file (366601 bytes)

Download tm2613543d1_ex99-1img002.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img003.jpg · Sequence: 8

Binary file (222889 bytes)

Download tm2613543d1_ex99-1img003.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img004.jpg · Sequence: 9

Binary file (173043 bytes)

Download tm2613543d1_ex99-1img004.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img005.jpg · Sequence: 10

Binary file (128052 bytes)

Download tm2613543d1_ex99-1img005.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img006.jpg · Sequence: 11

Binary file (70119 bytes)

Download tm2613543d1_ex99-1img006.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img007.jpg · Sequence: 12

Binary file (116180 bytes)

Download tm2613543d1_ex99-1img007.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img008.jpg · Sequence: 13

Binary file (114598 bytes)

Download tm2613543d1_ex99-1img008.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img009.jpg · Sequence: 14

Binary file (152843 bytes)

Download tm2613543d1_ex99-1img009.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img010.jpg · Sequence: 15

Binary file (608077 bytes)

Download tm2613543d1_ex99-1img010.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img011.jpg · Sequence: 16

Binary file (15690 bytes)

Download tm2613543d1_ex99-1img011.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img012.jpg · Sequence: 17

Binary file (59685 bytes)

Download tm2613543d1_ex99-1img012.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img013.jpg · Sequence: 18

Binary file (72252 bytes)

Download tm2613543d1_ex99-1img013.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img014.jpg · Sequence: 19

Binary file (89296 bytes)

Download tm2613543d1_ex99-1img014.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img015.jpg · Sequence: 20

Binary file (125076 bytes)

Download tm2613543d1_ex99-1img015.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img016.jpg · Sequence: 21

Binary file (109385 bytes)

Download tm2613543d1_ex99-1img016.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img017.jpg · Sequence: 22

Binary file (142891 bytes)

Download tm2613543d1_ex99-1img017.jpg

GRAPHIC

Filename: tm2613543d1_ex99-1img018.jpg · Sequence: 23

Binary file (71948 bytes)

Download tm2613543d1_ex99-1img018.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 25

v3.26.1

Cover

May 06, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 06, 2026

Entity File Number

001-32597

Entity Registrant Name

Industries Holdings, Inc.

Entity Central Index Key

0001324404

Entity Tax Identification Number

20-2697511

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2375 Waterview Drive

Entity Address, City or Town

Northbrook

Entity Address, State or Province

Entity Address, Postal Zip Code

60062

City Area Code

847

Local Phone Number

405-2400

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

common stock, par value $0.01 per share

Trading Symbol

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration