Sec Form 4 Filing - Frost Bert A @ CF Industries Holdings, Inc. - 2022-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Frost Bert A 2. Issuer Name and Ticker or Trading Symbol CF Industries Holdings, Inc. [ CF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr.VP,Sales,Mkt Dev & Supp Chn (Last) (First) (Middle) C/O CF INDUSTRIES HOLDINGS, INC., 4 PARKWAY NORTH, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2022 (Street) DEERFIELD, IL60015 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.01 per share 02/23/2022 G V 4,613 D $ 0 61,424 D Common stock, par value $0.01 per share 02/28/2022 M 61,075 A $ 51.174 122,499 D Common stock, par value $0.01 per share 02/28/2022 M 36,445 A $ 62.246 158,944 D Common stock, par value $0.01 per share 02/28/2022 S 97,520 D $ 80.3594( 1 ) 61,424 D Common stock, par value $0.01 per share 02/28/2022 A 37,638( 2 ) A $ 0 99,062 D Common stock, par value $0.01 per share 02/28/2022 F 16,674( 3 ) D $ 81.19 82,388 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Dat e (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 51.174 02/28/2022 M 61,075 ( 4 ) 03/03/2024 Common Stock, par value $0.01 per share 61,075 $ 0 0 D Employee Stock Option (right to buy) $ 62.246 02/28/2022 M 36,445 ( 5 ) 03/03/2025 Common Stock, par value $0.01 per share 36,445 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frost Bert A C/O CF INDUSTRIES HOLDINGS, INC. 4 PARKWAY NORTH, SUITE 400 DEERFIELD, IL60015 Sr.VP,Sales,Mkt Dev & Supp Chn Signatures /s/ Douglas C. Barnard, by power of attorney 03/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.13 to $80.51, inclusive. The reporting person undertakes to provide to CF Industries Holdings, Inc., any security holder of CF Industries Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within that range. ( 2 )Reflects shares of common stock earned pursuant to a performance restricted stock unit (PRSU) award granted in 2019, as determined by the Compensation and Management Development Committee based on pre-established performance metrics for the three-year performance period ended December 31, 2021. ( 3 )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). ( 4 )The options vested in three equal installments on March 3, 2015, 2016 and 2017 and expire on March 3, 2024. ( 5 )The options vested in three equal installments on March 3, 2016, 2017 and 2018 and expire on March 3, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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