CF Industries Holdings, Inc.·4

Mar 3, 4:11 PM ET

Frost Bert A 4

4 · CF Industries Holdings, Inc. · Filed Mar 3, 2026

Research Summary

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CF Industries EVP Bert Frost Sells Shares After PRSU Vesting

What Happened
Bert A. Frost, Executive Vice President and Chief Commercial Officer of CF Industries (CF), had 9,871 shares of common stock issued upon the vesting of a 2023 performance restricted stock unit (PRSU) award. To cover tax withholding on the vesting, he surrendered 4,337 shares (disposed) at $99.54 per share, totaling $431,705. Separately, 5,102 shares were sold in an open-market transaction on March 2, 2026 at $105.99 per share, generating proceeds of $540,761. The award vesting is an acquisition (A) event; the share surrender (F) was for tax withholding and the sale (S) was an open-market disposition.

Key Details

  • Transaction dates and prices:
    • Feb 27, 2026 — 9,871 shares acquired (PRSU vesting; reported as $0 acquisition) [F1].
    • Feb 27, 2026 — 4,337 shares surrendered for tax withholding at $99.54 (disposed) — $431,705 [F2].
    • Mar 2, 2026 — 5,102 shares sold in open market at $105.99 — $540,761; sale executed under a Rule 10b5-1 plan adopted Nov 12, 2025 [F3].
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Notable footnotes: F1 = PRSU award earned for the 2023 grant based on 3-year performance through Dec 31, 2025; F2 = share surrender to satisfy tax withholding; F3 = sale under an established 10b5-1 trading plan.
  • Filing: Report filed with accession on Mar 3, 2026 covering the above transactions dated Feb 27 and Mar 2, 2026.

Context
This filing shows a common pattern when equity awards vest: issuance of shares tied to long-term performance (PRSU), share surrender to meet tax obligations, and an open-market sale under a pre-existing 10b5-1 plan. The PRSU vesting is an award (acquisition) event; the surrendered shares were for tax withholding (F) and the open-market sale (S) converted remaining shares to cash. These actions are routine for executives and do not by themselves indicate a change in company outlook.

Insider Transaction Report

Form 4
Period: 2026-02-27
Frost Bert A
EVP, Chief Commercial Officer
Transactions
  • Award

    Common stock, par value $0.01 per share

    [F1]
    2026-02-27+9,871106,695 total
  • Tax Payment

    Common stock, par value $0.01 per share

    [F2]
    2026-02-27$99.54/sh4,337$431,705102,358 total
  • Sale

    Common stock, par value $0.01 per share

    [F3]
    2026-03-02$105.99/sh5,102$540,76197,256 total
Footnotes (3)
  • [F1]Reflects shares of common stock earned pursuant to a performance restricted stock unit (PRSU) award granted in 2023, as determined by the Compensation and Management Development Committee based on pre-established performance metrics for the three-year performance period ended December 31, 2025.
  • [F2]The reporting person surrendered shares of common stock to the company in order to fulfill tax withholding obligations upon the vesting of performance restricted stock units (PRSUs).
  • [F3]This sale transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2025.
Signature
/s/ Michael P. McGrane, by power of attorney|2026-03-03

Documents

1 file
  • 4
    tm267877-2_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT