McGrane Michael Patrick 4

What Happened

• Michael Patrick McGrane, SVP, General Counsel & Secretary of CF Industries (CF), received 1,258 shares as the payout of a performance restricted stock unit (PRSU) award and concurrently surrendered 523 shares to the company to satisfy tax withholding. The surrendered shares were disposed at $99.54 each for a withholding value of about $52,059. The PRSUs were granted in 2023 and vested based on pre-established performance metrics for the three-year period ended 12/31/2025.

Key Details

• Transaction date: February 27, 2026; Form filed March 3, 2026 (filed within the typical 2-business-day Form 4 window).
• Award: 1,258 shares acquired (PRSU payout) reported at $0.00 acquisition price on the Form (standard for awards).
• Tax withholding: 523 shares disposed at $99.54 each, total reported ~$52,059, surrendered to satisfy tax obligations.
• Footnotes: F1 = PRSUs earned from 2023 award based on 3-year performance through 12/31/2025; F2 = shares surrendered for tax withholding upon vesting.
• Shares owned after the transactions: not specified in the provided filing excerpt.

Context

• This was an award vesting event (not an open-market buy or a voluntary sale). Surrendering shares to cover tax withholding is a routine administrative step and does not necessarily indicate a change in the insider’s view of the company.