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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): January 5, 2026

 

 

 

CF 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   CF   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 ¨

 

If 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 January 5, 2026, CF Industries Holdings, Inc. (the “Company”) and Gregory D. Cameron, executive vice president and chief financial officer (“CFO”) of the Company, mutually agreed that Mr. Cameron will separate from the Company, effective as of February 15, 2026.

 

On January 6, 2026, the Company appointed Richard A. Hoker to serve as Interim CFO of the Company, effective as of February 15, 2026, until a successor CFO is appointed. The Company has also commenced a search for a permanent CFO.

 

Mr. Hoker, age 61, has served as the Company’s vice president and corporate controller and chief accounting officer since November 2007. Before joining the Company, Mr. Hoker spent over 11 years with Sara Lee Corporation, where he served as vice president and controller from January 2007 to November 2007 and principal accounting officer from July 2007 to November 2007. Prior to being named vice president and controller, Mr. Hoker held other financial management positions of increasing responsibility at Sara Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial advisory services consulting group at Coopers & Lybrand LLP in Chicago (now PricewaterhouseCoopers) and previously led teams in the firm’s audit practice. Mr. Hoker holds a B.S. degree in accounting from DePaul University and an M.B.A. degree in finance and accounting from the University of Chicago. He is a certified public accountant.

 

There are no family relationships between Mr. Hoker and any director or executive officer of the Company, and there are no arrangements or understandings with any persons pursuant to which Mr. Hoker has been appointed to his position. In addition, there have been no transactions involving Mr. Hoker that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

As of the date of filing of this Current Report on Form 8-K, no compensation decisions have been made in connection with the organizational changes described above. Mr. Cameron’s and Mr. Hoker’s existing compensatory arrangements, grants and awards remain in effect. Once available, any material changes to compensation that are required to be disclosed will be reported by an amendment to this Current Report on Form 8-K.

 

 

 

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 7, 2026 CF INDUSTRIES HOLDINGS, INC.
   
  By: /s/ Michael P. McGrane
  Name: Michael P. McGrane
  Title: Vice President, General Counsel and Secretary