Amendment: CF Industries Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Explanatory Note
CF Industries Holdings, Inc. (the “Company”) is amending its Current Report on Form 8-K originally filed on January 7, 2026 to disclose certain compensation arrangements for Gregory D. Cameron, as described below.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, on January 5, 2026, the Company and Mr. Cameron, executive vice president and chief financial officer of the Company, mutually agreed that Mr. Cameron will separate from the Company, effective as of February 15, 2026. The separation is a termination without cause and is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Company and Mr. Cameron have entered into a Separation and Release Agreement, dated as of January12, 2026 (the “Separation Agreement”), in connection with Mr. Cameron’s separation. Under the terms of the Separation Agreement, Mr. Cameron will continue to receive his current base salary through the February 15, 2026 (the “Separation Date”) and will receive his 2025 bonus under the Company’s Annual Incentive Plan, based on actual performance for 2025 of the applicable corporate performance metrics, payable at the same time 2025 bonuses are paid to senior executives of the Company. In addition, provided that he executes a release of claims in favor of the Company on or within 21 days following the Separation Date and such release becomes effective, Mr. Cameron will also receive (i) a lump sum payment of an amount equal to his current base salary; (ii) a pro rata portion of his 2026 bonus under the Company’s Annual Incentive Plan, based on actual performance for 2026 of the applicable corporate performance metrics, payable at the same time 2026 bonuses are paid to senior executives of the Company; and (iii) pro rata vesting of his outstanding Company equity awards treating his termination of employment on the Separation Date on the same terms as if his termination was a Special Retirement (within the meaning of the agreements governing Mr. Cameron’s outstanding equity awards).
Under the Separation Agreement, Mr. Cameron agreed not to disparage or impugn the reputation or goodwill of the Company and also agreed that he would not compete with, or solicit customers, clients or employees of, the Company through February 15, 2027.
The foregoing descriptions of the terms and conditions of the Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 10.1 | Separation and Release Agreement, dated January 12, 2026, between CF Industries Holdings, Inc. and Gregory D. Cameron. |
| 104 | Cover Page Interactive Data File (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: January 13, 2026 | CF INDUSTRIES HOLDINGS, INC. | |
| By: |
/s/ Michael P. McGrane | |
| Name: | Michael P. McGrane | |
| Title: | Senior Vice President, General Counsel, and Secretary | |
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