Menzel Susan L 4

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

AI-generated summary of this filing

Updated Mar 3, 2026

CF Industries (CF) EVP Susan Menzel Receives Award, Sells Shares

What Happened

Susan L. Menzel, Executive Vice President & Chief Administrative Officer of CF Industries (CF), had performance-based restricted stock units (PRSUs) vest and received 6,968 shares on Feb 27, 2026. To satisfy tax withholding, she surrendered 3,054 shares (reported as disposition F) with a value of $303,995. Separately, she sold 6,858 shares in an open-market transaction on Mar 2, 2026 at $104.00 per share for $713,232. Total reported proceeds from dispositions in this filing are about $1.02 million.

Key Details

Transaction dates and prices:
- 2026-02-27: Award (A) — 6,968 PRSU shares granted/vested at $0.00.
- 2026-02-27: Tax withholding (F) — 3,054 shares surrendered @ $99.54, proceeds $303,995.
- 2026-03-02: Open-market sale (S) — 6,858 shares @ $104.00, proceeds $713,232.
Footnotes:
- F1: Shares reflect PRSUs awarded in 2023 and paid based on performance for the three-year period ended Dec 31, 2025.
- F2: Surrendered shares were used to satisfy tax withholding upon vesting.
Shares owned after the transactions: not disclosed in the provided filing excerpt.
Filing timeliness: Form filed 2026-03-03; transactions occurred Feb 27 and Mar 2 — filing appears to be within the standard Section 16 reporting window.

Context

The award (A) reflects earned PRSUs based on multi-year performance — these are compensation vesting events, not cash purchases.
The F-coded disposition is a common tax-withholding step when restricted shares vest (not an open-market sale).
The S-coded transaction is an open-market sale; sales are often routine and do not by themselves indicate management sentiment about the company.

Form 4

Period: 2026-02-27

EVP and Chief Admin. Officer

Transactions

Award
Common stock, par value $0.01 per share
[F1]
2026-02-27+6,968→ 94,829 total
Tax Payment
Common stock, par value $0.01 per share
[F2]
2026-02-27$99.54/sh−3,054$303,995→ 91,775 total
Sale
Common stock, par value $0.01 per share
2026-03-02$104.00/sh−6,858$713,232→ 84,917 total

Footnotes (2)

[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).

Signature

/s/ Michael P. McGrane, by power of attorney|2026-03-03

1 file