Menzel Susan L 4

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.