cvi-202601290001376139false00013761392026-01-292026-01-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________
Date of Report (Date of earliest event reported): January 29, 2026
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-33492 | 61-1512186 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CVI | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On January 29, 2026, CVR Energy, Inc. (the “Company”) issued a press release announcing its intent, subject to market conditions, to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $1 billion in aggregate principal amount of senior unsecured notes due 2031 (the “2031 Notes”) and senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
Exhibit 99.2 to this Current Report contains certain sections from the preliminary offering memorandum of the Company relating to the Offering.
The information in Item 7.01 of this Current Report and Exhibit 99.1 and Exhibit 99.2 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company or its affiliates.
The offer and sale of the Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, these securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Current Report shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being “furnished” as part of this Current Report:
| | | | | |
Exhibit Number |
Exhibit Description |
| |
| 99.1 | |
| 99.2 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 29, 2026
| | | | | |
| CVR Energy, Inc. |
| |
| By: | /s/ Dane J. Neumann |
| Dane J. Neumann |
| Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary |
CVR Energy Announces $1 Billion Private Placement of Senior Notes Due
2031 and Senior Notes Due 2034
SUGAR LAND, Texas (January 29, 2026) – CVR Energy, Inc. (the “Company” or “CVR Energy”) (NYSE: CVI) announced today that, subject to market conditions, it intends to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $1 billion in aggregate principal amount of senior unsecured notes due 2031 (the “2031 Notes”) and senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). The Notes are expected to be jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries, including each of the Company’s subsidiaries that is a borrower or guarantor under the Company’s existing $345 million senior secured asset based revolving credit facility (the “Petroleum ABL”).
The Company intends to use the net proceeds from the Offering, together with cash on hand or borrowings under the Petroleum ABL, to (i) repay all of the aggregate principal balance under its senior secured term loan facility (the “Term Loan”), (ii) redeem all of its outstanding 8.500% Senior Notes due 2029 (the “2029 Notes”) and (iii) redeem $217 million aggregate principal amount of its outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”).
The offer and sale of the Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, these securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company plans to offer and sell these securities only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. There can be no assurance that the Offering will be consummated on the terms described herein or at all.
This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. This news release shall not constitute a notice of redemption under the indenture governing the 2029 Notes and 2028 Notes, as applicable.
Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the proposed Offering, the intended use of proceeds therefrom and other aspects of the Offering and the Notes. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “upcoming,” “before,” “future,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange
Commission filings. These and other risks may cause our actual performance or achievements to differ materially from any future performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners, LP.
For further information, please contact:
Investor Relations
Richard Roberts
(281) 207-3205
Media Relations
Brandee Stephens
(281) 207-3516
As used in this Exhibit 99.2, the terms “CVR Energy,” the “Company,” “we,” “us” or “our” may refer to CVR Energy, Inc., one or more of its consolidated subsidiaries or all of them taken as a whole, as the context may require.
This Exhibit 99.2 may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the proposed Petroleum ABL Amendment, the 2029 Notes Redemption, the 2028 Notes Partial Redemption and the Term Loan Prepayment (each as defined below), as well as our expectations regarding the reversion of the renewable diesel unit (“RDU”) at our refinery located in Wynnewood, Oklahoma to hydrocarbon processing service, including the timing and impacts thereof, and expectations regarding certain of our refineries to qualify as small refineries and receive small refinery exemptions. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “upcoming,” “before,” “future,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission filings. These and other risks may cause our actual performance or achievements to differ materially from any future performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Exhibit 99.2 are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Proposed New Petroleum ABL
We currently expect to enter an amendment to our existing ABL Credit Facility (the “Petroleum ABL Amendment”) to amend, increase and extend our existing ABL Credit Facility (the “Existing Petroleum ABL” and, as amended by the Petroleum ABL Amendment, the “New Petroleum ABL”). We expect the New Petroleum ABL will have terms substantially similar to the Existing Petroleum ABL, except with respect to certain covenants and the borrowing capacity thereunder (which we currently expect to be higher than the Existing Petroleum ABL). However, there can be no assurance that the New Petroleum ABL will be executed on our expected timeline or at all or on the terms that we expect as of the date hereof. The offering, the Term Loan Prepayment and the Redemptions are not conditioned upon the entry into the New Petroleum ABL.
Proposed Redemption of the 2029 Notes
We have issued a conditional notice to redeem all of the $600 million aggregate principal amount of our outstanding 8.500% Senior Notes due 2029 (the “2029 Notes”) at a redemption price equal to 104.250% of the principal amount thereof, plus accrued and unpaid interest to the redemption date (the “2029 Notes Redemption”). Our obligation to fund the 2029 Notes Redemption is conditioned on the completion of an offering of at least $700 million aggregate principal amount of our senior debt securities on or before February 13, 2026, the date of redemption for such notes. We plan to fund such redemption with the net proceeds from the offering, cash on hand or borrowings under the Petroleum ABL. The statements of intent with respect to the redemption of the 2029 Notes do not constitute a notice of redemption under the indenture governing the 2029 Notes, nor an offer to purchase such 2029 Notes.
Proposed Redemption of the 2028 Notes
We have issued a conditional notice to redeem $217 million aggregate principal amount of our outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”) at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date (the “2028 Notes Partial Redemption”). Our obligation to fund the 2028 Notes Partial Redemption is conditioned on the completion of an offering of at least $1,000 million aggregate principal amount of our senior debt securities on or before February 17, 2026, the date of redemption for such notes. We plan to fund such
redemption with the net proceeds from the offering, cash on hand or borrowings under the Petroleum ABL. The statements of intent with respect to the redemption of the 2028 Notes do not constitute a notice of redemption under the indenture governing the 2028 Notes, nor an offer to purchase such 2028 Notes.
Proposed Prepayment of the Term Loan
We intend to issue a notice for prepayment to be effective on the closing of the notes offering of all of the approximately $157 million aggregate principal amount of our senior secured term loan facility (the “Term Loan”), plus accrued and unpaid interest thereon (the “Term Loan Prepayment”). We plan to fund such prepayment with the net proceeds from the offering, cash on hand or borrowings under the Petroleum ABL. We cannot assure you that we will effect the Term Loan Prepayment on the terms described herein or at all. The statements of intent with respect to the Term Loan Prepayment do not constitute a notice of voluntary prepayment under the Term Loan.
RDU Reversion to Hydrocarbon Service
In December 2025, the Company reverted the RDU at the refinery located in Wynnewood, Oklahoma back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. In connection with this reversion, the Company recorded asset write-downs of approximately $2 million and adjusted the useful life of certain assets within the Renewables Segment, which resulted in approximately $62 million of additional depreciation charges. These charges are included in the Company’s results of operations for the fourth quarter of 2025 and are expected to be reflected in the Company’s consolidated financial statements for the fiscal year ended December 31, 2025. These charges relate solely to the RDU reversion and do not impact the Company’s continuing operations on a go-forward basis.
While the Company maintains the option to switch back to renewable diesel service if incentivized to do so, the RDU reversion has resulted in a change in the Company’s reportable segments. Effective January 1, 2026, the Renewables Segment is no longer a reportable segment. The Company expects to retrospectively reflect the related segment reporting changes beginning with its first quarter 2026 interim financial statements; however, this change represents a modification to segment presentation only as it does not meet the criteria for discontinued operations accounting under accounting principles generally accepted in the United States of America.
Regulatory Environment Updates
On August 22, 2025, the U.S. Environmental Protection Agency (the “EPA”) issued a decision document (the “August 2025 EPA Decision”) to the Company’s subsidiary Wynnewood Refining Company, LLC (“WRC”), affirming the validity of its previous grant of WRC’s petitions for small refinery exemption (“SRE”) relief under the Renewable Fuel Standard (“RFS”) for WRC’s 2017 and 2018 compliance periods, granting 100% waivers for WRC’s 2019 and 2021 compliance periods and granting 50% waivers for its 2020, 2022, 2023 and 2024 compliance periods. Despite the favorable precedent from the August 2025 EPA Decision, the Company continues to accrue WRC’s 2025 RFS obligation at 100% of the required amount, as no waiver has yet been granted for the 2025 compliance year.
On October 27, 2025, WRC filed in the United Stated Circuit Court of Appeals for the District of Columbia Circuit a petition for review of the August 2025 EPA Decision with respect to WRC’s 2020, 2022, 2023 and 2024 SREs, which was primarily intended to preserve WRC’s rights to challenge scoring and decisions relating to WRC’s future SRE petitions. Similar petitions for review have been filed by other small refineries, and other similar petitions may continue to be filed. Additionally, on October 24, 2025, the Renewable Fuels Association filed a petition for review of the August 2025 EPA Decision, and on December 11, 2025, it filed a petition for review of the EPA’s decisions on other SRE petitions announced on November 7, 2025. The statement of issues filed with the court with respect to these petitions indicates that the issues raised relate to whether EPA’s SRE decisions were arbitrary and capricious or exceeded the agency’s authority.
The Company is evaluating the merits of the foregoing actions on the Company’s RFS obligations. If the existing legal actions, or if new actions that may be filed in the future, are not decided in our favor, our business, financial condition and results of operations could be materially and adversely impacted.
