Cvr Energy Inc 10-Q for FY2026 Q3
Cvr Energy Inc (CVI)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Cvr Energy Inc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
CVR Energy agreed on November 2, 2026 to acquire Northern PADD II refining assets for approximately $4.2 billion, subject to closing conditions. For the nine months ended September 30, 2026, net income increased $243 million compared with 2025. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.28B
- up 68.8% from $1.94B a year earlier
- Net income
- $570M
- up 52.4% from net income of $374M a year earlier
- Diluted EPS
- $5.67
- up 52.4% from $3.72 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) | ||||||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
| OR | ||||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to | ||||||||
Commission file number: 001-33492
(Exact name of registrant as specified in its charter)
 | ||||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices) (Zip Code)
(281 ) 207-3200
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 100,530,599 shares of the registrant’s common stock outstanding at October 30, 2026.
TABLE OF CONTENTS
CVR Energy, Inc. - Quarterly Report on Form 10-Q
September 30, 2026
| PART I. Financial Information | PART II. Other Information | |||||||||||||||||||
Condensed Consolidated Balance Sheets - September 30, 2026 and December 31, 2025 (unaudited) | ||||||||||||||||||||
Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||||||||
Condensed Consolidated Statements of Changes in Equity - Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||||||||||||||
| ||||||||||||||||||||
This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.
September 30, 2026 | 2
Important Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, stock or unit repurchases, impacts of legal proceedings, legislation, policies or regulations, timing of determinations and other interactions with, and submissions to, regulatory authorities and agencies, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “should”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.
Forward-looking statements include, but are not limited to, the following:
•our forecasts of our future financial condition, capital expenditures, results of operations, revenues and expenses;
•our ability to successfully implement our business strategies and the timing thereof, including significant capital programs or projects, turnarounds or other initiatives;
•statements regarding the pending acquisition of the Target Assets (each as defined herein), including the expected timing of the closing of the Acquisition (as defined herein), the anticipated benefits, synergies and cost savings of the Acquisition, the expected financing of the Acquisition, including the Permanent Financing, the Bridge Facility, the Commercial Partner equity investment and the IEP equity commitment and related investor rights agreements (each as defined herein), and the expected effects of the Acquisition on our scale, operations, results of operations, liquidity and leverage;
•expectations regarding certain of our refineries to qualify as small refineries and receive small refinery exemptions;
•expectations regarding renewable fuel credits, known as renewable identification numbers (“RINs”), including their pricing and purchasing activities, as well as our ability to purchase RINs on a timely or cost-effective basis or at all;
•the expected supply, availability and price levels of raw materials and feedstocks and the effects of inflation, geopolitical events and conflicts thereupon;
•the expected availability of adequate cash and other sources of liquidity for the capital, operating and other needs of our businesses;
•our ability to meet certain carbon capture and sequestration milestones;
•expectations regarding future margins in the industries in which we operate;
•expectations regarding global production levels, including our production levels;
•expectations regarding impact of refined product demand and declining inventories on refined product prices and crack spreads;
•expectations regarding the cyclical and seasonal nature of the petroleum and nitrogen fertilizer businesses;
•expected competition in the petroleum and nitrogen fertilizer businesses, including potential impacts of domestic and global supply and demand or domestic or international duties, tariffs, or similar costs; and
•expectations regarding our ability to procure or recover under our insurance policies for damages or losses in full or at all.
Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties, and other factors could cause actual results and trends to differ materially from those projected or forward-looking. Differences between actual results or trends and any future results or trends expressed, suggested, or forecast in these forward-looking statements could result from a variety of factors, including the following:
•the potential impacts of geopolitical events and conflicts (including those relating to the Russia-Ukraine war and tensions and conflicts in the Middle East), and any escalation, expansion, or resolution thereof, on commodity prices and other markets to which we provide products;
•political uncertainty and impacts to the oil and gas industry and the United States and global economies generally as a result of actions taken by the current administration or others in response thereto, including the imposition of tariffs and reactions thereto and changes in climate or other energy laws, rules, regulations, or policies, including the Renewable Fuel Standard (“RFS”);
•the risk of changes in tax and other laws, regulations and policies that adversely impact conventional fuel operations or favor renewable energy projects in the United States, which could have a material adverse effect on our business,
September 30, 2026 | 3
liquidity, financial condition, results of operations, and cash flows, including, without limitation, the One Big Beautiful Bill Act;
•risks related to volatile margins in the refining industry and exposure to the risks associated with volatile crude oil, refined product and feedstock prices and associated market conditions;
•the effects of transactions involving derivative instruments;
•risks related to the petroleum business’ and nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;
•risks related to the dependence of our businesses on customers and distributors, including to transport goods and equipment and providers of feedstocks;
•the risk of a material decline in our production levels, as well as potential operating hazards, downtime, and damage to our or our counterparties’ facilities and other assets from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters, accidents or other unscheduled shutdowns;
•the impact of rulings, judgments or settlements in litigation, tax or other legal or regulatory matters and the related impacts on our operations;
•risks related to operating hazards and interruptions in our refinery and nitrogen fertilizer facilities, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;
•risks related to the reliance on, or the ability to procure economically or at all, petroleum coke that our nitrogen fertilizer business purchases from certain of our subsidiaries and third-party suppliers or the natural gas, electricity, oxygen, nitrogen, sulfur processing and compressed dry air and other products purchased from third parties by the nitrogen fertilizer and petroleum businesses and the facility operating risks associated with these third parties;
•potential interruption in pipelines supplying feedstocks or distributing products;
•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;
•risks related to our lack of diversification of assets or operating and supply areas;
•the effects of potential labor supply shortages, labor difficulties, labor disputes or strikes;
•the effect of a potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;
•the risk that the treatment of CVR Partners, LP (“CVR Partners”) as a partnership for U.S. federal income or state tax purposes ceases;
•risks related to governmental actions, including by the U.S. Environmental Protection Agency, on our RIN obligation, open RINs positions, small refinery exemptions, and our cost to comply with our RFS obligations, and the success of various litigation related to the same;
•risks related to operational interruptions or changes in laws that could impact the amount and receipt of tax credits (if any) under the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;
•risks related to our businesses’ ability to obtain, retain or renew environmental and other governmental permits, licenses or authorizations necessary for the operation of its business;
•impact of potential runoff of water containing hazardous substances into waterways, and regulatory or legal actions in response thereto;
•risks related to our ability to issue securities, obtain financing or sell assets on terms favorable to us or at all;
•the impacts of existing and future regulations related to the end-use of our products;
•risks related to our ability to continue to license the technology used for our operations;
•risks related to the Acquisition, including the risk that the conditions to the closing of the Acquisition, including the expiration or termination of the waiting period under the HSR Act (as defined herein) and the receipt of other required regulatory approvals, are not satisfied or waived in a timely manner or at all, or that governmental authorities impose conditions on such approvals;
•the risk that the Acquisition is not completed within the expected timeframe or at all, or that we are unable to realize the anticipated benefits of the Acquisition;
•the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement (as defined herein), including circumstances requiring us to pay a termination fee;
•the effect of the pending Acquisition on our business relationships, operations and the market price of our common stock;
•the effect of restrictions under the Purchase Agreement on our use of cash and the conduct of our business prior to the closing of the Acquisition, including the requirement to maintain a minimum amount of unrestricted cash and cash equivalents;
•our ability to obtain the Permanent Financing on acceptable terms or at all, the risk that we may be required to borrow under the Bridge Facility, the risk that the Commercial Partner equity investment or the IEP equity commitment is not
September 30, 2026 | 4
funded in the amounts or on the terms anticipated, and the substantial additional indebtedness we expect to incur in connection with the Acquisition and its effect on our financial flexibility and credit profile;
•risks related to potential strategic transactions involving CVR Energy (as defined herein) including, but not limited to, the Acquisition and others in which its controlling shareholder or others may participate or direct and potential strategic transactions involving CVR Partners in which CVR Energy or its controlling shareholder or others may participate, including in each case the process of exploring any such transaction and potentially completing any such transaction, including the costs thereof and the risk that any such transaction may not achieve any or all of any anticipated benefits or be completed at all;
•risks related to our controlling shareholder’s intentions regarding ownership of our common stock or the common units of CVR Partners, including any acquisitions (including those contemplated by the IE equity commitment), dispositions or transactions relating thereto;
•risks related to decisions to declare dividends or distributions (if any), including the timing and amount, as well as the variable nature of CVR Partners’ distributions, including the ability of its general partner to modify or revoke its distribution policy, or to cease making cash distributions on its common units;
•risks related to services provided by or competition among our subsidiaries, including conflicts of interests and control of CVR Partners’ general partner, and control of CVR Energy by its controlling shareholder;
•the effects of restrictions in our debt agreements, including the Permanent Financing and the Bridge Financing, and their impacts on our ability to refinance our debt on acceptable terms or at all;
•the risk of changes in our or our segments’ credit profiles and impacts thereof on cash needs or otherwise;
•risks related to timing and impacts of any decision to modify a unit to hydrocarbon processing following renewable conversion, or vice versa, including the resolution made in the third quarter of 2025 to revert the renewable diesel unit at the refinery located in Wynnewood, Oklahoma to hydrocarbon processing service;
•the effects of asset impairments and impacts thereof; and
•the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part II, Item 1A of this Report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”).
All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.
Information About Us
Investors should note that we make available, free of charge on our website at www.CVREnergy.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
September 30, 2026 | 5
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| (in millions, except share and per share data) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents (including $ | $ | $ | |||||||||
Accounts receivable, net (including $ | |||||||||||
Inventories (including $ | |||||||||||
Prepaid expenses (including $ | |||||||||||
Other current assets (including $ | |||||||||||
| Total current assets | |||||||||||
Property, plant, and equipment, net (including $ | |||||||||||
Other long-term assets (including $ | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Accounts payable (including $ | $ | $ | |||||||||
Other current liabilities (including $ | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
Long-term debt and finance lease obligations, net of current portion (including $ | |||||||||||
| Deferred income taxes | |||||||||||
Other long-term liabilities (including $ | |||||||||||
| Total long-term liabilities | |||||||||||
Commitments and contingencies (See Note 12) | |||||||||||
| CVR Energy stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Treasury stock, | ( | ( | |||||||||
Total CVR stockholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 6
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
Cost of materials and other | |||||||||||||||||||||||
Direct operating expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
| Other operating expenses, net | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||
Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net (loss) income attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net income attributable to CVR Energy stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic and diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 7
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
| Common Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except share data) | Shares Issued | $ Value Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total CVR Stockholders’ Equity | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions from CVR Partners to its public unitholders and IEP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to CVR Energy stockholders | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions from CVR Partners to its public unitholders and IEP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to CVR Energy stockholders | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions from CVR Partners to its public unitholders and IEP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except share data) | Shares Issued | $ Value Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total CVR Stockholders’ Equity | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions from CVR Partners to its public unitholders and IEP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions from CVR Partners to its public unitholders and IEP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions from CVR Partners to its public unitholders and IEP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 8
CVR ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on lower of cost or net realizable value adjustment | |||||||||||
| Deferred income taxes and unrecognized tax benefits | ( | ( | |||||||||
| Loss on extinguishment of debt | |||||||||||
| Share-based compensation | |||||||||||
| Unrealized loss on derivatives, net | |||||||||||
| Other items | |||||||||||
| Changes in working capital: | |||||||||||
| Accounts receivables | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued income taxes | |||||||||||
| Other current liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Turnaround expenditures | ( | ( | |||||||||
| Return of equity method investment | |||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of Senior Notes | |||||||||||
| Principal payments of Term Loan | ( | ( | |||||||||
| Principal payments of senior secured notes | ( | ||||||||||
| Call premium on extinguishment of debt | ( | ||||||||||
| Payment of deferred financing costs | ( | ||||||||||
| Dividends to CVR Energy stockholders | ( | ||||||||||
| Distributions to CVR Partners noncontrolling interest holders | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 9
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Nature of Business
Organization
CVR Energy, Inc. (“CVR Energy”, “CVR”, “we”, “us”, “our”, or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment refines and markets high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates, as well as activities related to crude oil gathering and logistics that support refinery operations. CVR Partners produces and markets nitrogen fertilizer products primarily in the form of ammonia and urea ammonium nitrate (“UAN”) for the farming industry. CVR’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI”. As of September 30, 2026, Icahn Enterprises L.P. and its affiliates, including Mr. Carl C. Icahn (“IEP”), owned approximately 71 % of the Company’s outstanding common stock.
CVR Partners, LP
As of September 30, 2026, public common unitholders held approximately 60 % of CVR Partners’ outstanding common units; CVR Energy, through its subsidiaries, held approximately 37 % of CVR Partners’ outstanding common units and 100 % of CVR Partners’ general partner interests, while IEP held approximately 3 % of CVR Partners’ outstanding common units. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is only impacted by the results of and distributions from CVR Partners.
Pending Acquisition of Northern PADD II Refining Assets
On November 2, 2026, the Company entered into an equity and asset purchase agreement (the “Purchase Agreement”) with certain indirect subsidiaries and affiliates of Marathon Petroleum Corporation (the “Sellers”) to acquire the refinery located in St. Paul Park, Minnesota (the “St. Paul Park Refinery”), the refinery located in Mandan, North Dakota (the “Mandan Refinery”), a 17 4.2 billion, subject to customary closing adjustments, including net working capital and inventory adjustments (the “Acquisition”). The Acquisition is expected to be accounted for as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company as the accounting acquirer. The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The Purchase Agreement may be terminated under specified circumstances, in certain of which the Company would be required to pay the Sellers a termination fee of 6 %, 4 % or 2 % of the aggregate base purchase price, depending on the circumstances of termination.
Financing Transactions and Commercial Agreements
In connection with the Purchase Agreement, the Company entered into a debt commitment letter with Barclays Bank PLC and certain other financial institutions providing for a commitment to provide (i) a senior secured 364 -day bridge loan facility in an aggregate principal amount of up to $2.5 billion, to the extent the net cash proceeds of permanent senior secured financing are less than $2.5 billion, and (ii) consents to an amendment to the CVR Energy ABL to provide $550 million of incremental commitments, increasing total commitments to $1.1 billion upon the closing of the Acquisition (or, alternatively, commitments for a new $1.1 billion senior secured asset-based revolving credit facility). The Company also entered into (a) a subscription agreement with a commercial counterparty (the “Commercial Partner”) pursuant to which the Commercial Partner committed to purchase $800 million of shares of the Company’s non-voting common stock equivalent convertible preferred stock in a private placement, conditioned upon and concurrent with the closing of the Acquisition, and (b) a subscription agreement with IEP, the Company’s controlling stockholder, pursuant to which IEP committed to provide, directly or indirectly, up to $500 million of equity financing at the same price per share as the commercial counterparty, which commitment terminates upon the consummation of an offering of common stock generating gross proceeds to the Company of at least $500 million, together with a stockholders and registration rights agreement with IEP.
September 30, 2026 | 10
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The Company and certain of its subsidiaries also entered into crude oil supply, product offtake, inventory purchase and sale, and terminalling agreements with an affiliate of the Commercial Partner, which will become effective upon the closing of the Acquisition and satisfaction of applicable conditions and will expire ten years thereafter, subject to earlier termination and an extension option. Under these agreements, the Commercial Partner will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park Refineries and serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions.
Subsequent Events
The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s condensed consolidated financial statements or require disclosure in the notes thereto through the date of issuance. Where applicable, the notes to these condensed consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.
(2) Basis of Presentation
The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from these condensed consolidated financial statements. Therefore, the accompanying condensed consolidated financial statements should be read in conjunction with the December 31, 2025 audited consolidated financial statements and notes thereto included in CVR Energy’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
Our condensed consolidated financial statements include the consolidated results of CVR Partners, which is defined as a variable interest entity (“VIE”). As the 100 % owner of the general partner of CVR Partners, the Company has the sole ability to direct the activities that most significantly impact the economic performance of CVR Partners and is considered the primary beneficiary.
In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Company for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.
The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results of operations and cash flows that will be realized for the year ending December 31, 2026 or any other interim or annual period.
Segment Reporting
September 30, 2026 | 11
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented
(3) Inventories
Inventories consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| In-process inventories | |||||||||||
| Parts, supplies and other | |||||||||||
| Total inventories | $ | $ | |||||||||
At September 30, 2025, the renewables business had inventories with carrying amounts exceeding their net realizable value, which was estimated using indicative market pricing available at the time of the assessment. As a result, we recognized a loss of $9 million and $12 million for the three and nine months ended September 30, 2025, respectively, in Cost of materials and other in the Company’s Condensed Consolidated Statements of Operations to reflect the net realizable value of such inventories. No
(4) Long-Term Assets
Property, Plant, and Equipment
Property, plant, and equipment, net consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Machinery and equipment | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Land and improvements | |||||||||||
| Furniture and fixtures | |||||||||||
| Construction in progress | |||||||||||
| Other | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
For the three and nine months ended September 30, 2026, depreciation and amortization expense related to property, plant, and equipment was $60 million and $177 million, respectively, compared to $89 million and $203 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, capitalized interest was $3 million and $7 million, respectively, compared to $2 million and $7 million for the three and nine months ended September 30, 2025, respectively.
September 30, 2026 | 12
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Other Long-Term Assets
As of September 30, 2026 and December 31, 2025, Other long-term assets included turnaround assets, net of accumulated amortization of $190 million and $242 million, respectively. For the three and nine months ended September 30, 2026, amortization expense related to turnaround assets was $17 million and $57 million, respectively, compared to $21 million and $50 million for the three and nine months ended September 30, 2025.
(5) Other Current Liabilities
Other current liabilities were as follows:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Accrued Renewable Fuel Standard (“RFS”) obligation | $ | $ | |||||||||
| Derivative liabilities | |||||||||||
| Accrued income taxes | |||||||||||
| Deferred revenue | |||||||||||
| Personnel accruals | |||||||||||
| Accrued taxes other than income taxes | |||||||||||
| Share-based compensation | |||||||||||
| Accrued interest | |||||||||||
| Current portion of long-term debt and finance lease obligations | |||||||||||
| Other accrued expenses and liabilities | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
September 30, 2026 | 13
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(6) Long-Term Debt and Finance Lease Obligations
Long-term debt and finance lease obligations consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| CVR Energy: | |||||||||||
| $ | $ | ||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Total CVR Energy debt | |||||||||||
Petroleum Segment: | |||||||||||
| Term loan | |||||||||||
| Unamortized debt discount and debt issuance costs | ( | ||||||||||
Total Petroleum Segment debt | |||||||||||
Nitrogen Fertilizer Segment: | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
Total Nitrogen Fertilizer Segment debt | |||||||||||
| Total long-term debt and finance lease obligations, net of current portion | |||||||||||
| Current portion of long-term debt and finance lease obligations | |||||||||||
| Total long-term debt and finance lease obligations, including current portion | $ | $ | |||||||||
Credit Agreements
| (in millions) | Total Available Borrowing Capacity | Amount Borrowed as of September 30, 2026 | Outstanding Letters of Credit | Available Capacity as of September 30, 2026 | Maturity Date | ||||||||||||||||||||||||
Petroleum Segment | |||||||||||||||||||||||||||||
| CVR Energy’s Amended and Restated ABL Credit Agreement (“CVR Energy ABL”) | $ | $ | $ | $ | February 12, 2031 | ||||||||||||||||||||||||
Nitrogen Fertilizer Segment: | |||||||||||||||||||||||||||||
CVR Partners’ Credit Agreement (“CVR Partners ABL”) | $ | $ | $ | $ | September 26, 2028 | ||||||||||||||||||||||||
CVR Energy
2031 Notes and 2034 Notes - On February 12, 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of notes, consisting of $600 million of 7.500 % Senior Notes, due February 2031 (the “2031 Notes”) and $400 million of 7.875 % Senior Notes, due February 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. The 2031 Notes will mature on February 15, 2031, unless earlier redeemed or purchased. The 2034 Notes will mature on February 15, 2034, unless earlier redeemed or purchased. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the Notes.
September 30, 2026 | 14
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
In connection with the issuance of the Notes, the Company received $993 million of net cash proceeds, net of underwriting fees and other third-party fees and expenses associated with the offering. The debt issuance costs of the Notes totaled approximately $13 million and are being amortized over the terms of the respective notes as interest expense using the effective-interest amortization method.
2029 Notes - On February 13, 2026, CVR Energy redeemed all of its outstanding 8.500 % Senior Notes, due January 2029 (the “2029 Notes”), at a redemption price equal to 104.250 % of the principal amount, plus accrued and unpaid interest. As a result of this transaction, the Company recognized in Interest expense, net a $28 million loss on extinguishment of debt during the nine months ended September 30, 2026, which consisted of the call premium and write-off of unamortized deferred financing costs. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the 2029 Notes.
2028 Notes - On February 17, 2026, CVR Energy redeemed $217 million of its outstanding 5.750 % Senior Notes, due February 2028 (the “2028 Notes”), at par, plus accrued and unpaid interest. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the 2028 Notes.
Petroleum Segment
Term Loan - On February 12, 2026, certain of the Company’s subsidiaries repaid the aggregate principal balance of the senior secured term loan facility (the “Term Loan”) and settled accrued interest. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the Term Loan.
CVR Energy ABL - On February 12, 2026, certain subsidiaries of the Company entered into Amendment No. 5 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012, with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent, to, among other things, (i) increase the commitments under the facility from $345 million to $550 million, which commitments may be further increased up to $700 million in accordance with the Amended and Restated ABL Credit Agreement, (ii) extend the maturity date of the facility from June 30, 2027 to February 12, 2031, and (iii) make certain amendments to the borrowing base calculation and negative covenants. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the CVR Energy ABL.
Covenant Compliance
The Company and its subsidiaries were in compliance with all covenants under their respective debt instruments as of September 30, 2026.
September 30, 2026 | 15
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(7) Revenue
The following table presents the Company’s revenue disaggregated by major product, which include a reconciliation of the disaggregated revenue by the Company’s reportable segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Petroleum Segment: | |||||||||||||||||||||||
| Gasoline | $ | $ | $ | $ | |||||||||||||||||||
Distillates (1) | |||||||||||||||||||||||
| Crude oil sales | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
Total Petroleum Segment revenue | |||||||||||||||||||||||
Nitrogen Fertilizer Segment: | |||||||||||||||||||||||
| Ammonia | |||||||||||||||||||||||
| UAN | |||||||||||||||||||||||
| Urea products | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
Total Nitrogen Fertilizer Segment revenue | |||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
(1)Distillates consist primarily of diesel fuel, kerosene, and jet fuel.
(2)Includes renewable fuels activity.
Remaining Performance Obligations
The Company has spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). The Company does not disclose remaining performance obligations for contracts that had original terms of one year or less or for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.
As of September 30, 2026, the Nitrogen Fertilizer Segment had approximately $3 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Nitrogen Fertilizer Segment expects to recognize $1 million of these performance obligations as revenue by the end of 2026 and $1
Contract Balances
The following table provides the amounts of deferred revenue and accounts receivable from contracts with customers and respective balance sheet location (in millions):
| Contract Balance Type | Balance Sheet Location | September 30, 2026 | December 31, 2025 | |||||||||||||||||
Accounts receivable (1) | Accounts receivable, net | $ | $ | |||||||||||||||||
| Deferred revenue | Other current liabilities | |||||||||||||||||||
| Long-term deferred revenue | Other long-term liabilities | |||||||||||||||||||
(1)Includes amounts billed to customers for which the related revenue is currently deferred.
During the nine months ended September 30, 2026 and 2025, the Company recognized revenue of $21 million and $49 million, respectively, that was included in the deferred revenue balances as of December 31, 2025 and December 31, 2024, respectively.
September 30, 2026 | 16
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(8) Derivative Financial Instruments
The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of September 30, 2026 and December 31, 2025:
| (in thousands of barrels) | Commodity | September 30, 2026 | December 31, 2025 | ||||||||||||||
| Forwards | Crude (1) | ||||||||||||||||
| Swaps | NYMEX Diesel Cracks (1) | ( | ( | ||||||||||||||
| Swaps | Group 3 Diesel Cracks | ( | |||||||||||||||
| Futures | Crude | ( | |||||||||||||||
(1)As of September 30, 2026, the Company held offsetting forward Crude and NYMEX Diesel Crack commodity buy and sell positions of approximately 1.2 million and 0.2 million barrels, respectively.
The following outlines the balances of our commodity derivative instruments after the effects of contract netting and allocation of collateral and their classifications on our Condensed Consolidated Balance Sheets. Refer to Note 9 (“Fair Value Measurements”) for the gross amounts of the commodity derivative instruments (before the effects of contract netting and allocation of collateral):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||
Other current assets | $ | $ | $ | $ | |||||||||||||||||||
Other current liabilities | |||||||||||||||||||||||
Other long-term liabilities | |||||||||||||||||||||||
The following table represents CVR Energy’s incurred realized and unrealized net (losses) gains from derivative activities, recorded in Cost of materials and other on the Condensed Consolidated Statements of Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Commodity derivative instruments | $ | ( | $ | $ | ( | $ | |||||||||||||||||
CVR Energy has certain derivative instruments that contain credit risk-related contingent provisions associated with the Company’s credit ratings. If the Company’s credit rating were to be downgraded below specified levels, counterparties could require the Company to post additional collateral or request immediate settlement of derivative instruments in a liability position. As of September 30, 2026, the aggregate fair value of derivative instruments in a gross liability position subject to these provisions was $294 million, or $276 million after the effect of master netting arrangements, for which the Company has posted collateral of $98 million.
Certain of these derivative contracts are entered into with counterparties that qualify as secured hedging providers under the Company’s asset-based lending facility. Under the terms of the applicable derivative contracts, the counterparty’s exposure is secured by the collateral package supporting the asset-based lending facility. As a result, the Company generally is not required to post cash collateral or margin with respect to these derivative contracts, although collateral requirements may arise under certain circumstances specified in the applicable agreements. The Company’s remaining derivative liability positions subject to these provisions are with secured hedging providers.
Based on the Company’s derivative positions and collateral posted as of September 30, 2026, the Company would not have been required to post additional collateral or settle its derivative liabilities if the credit‑risk‑related contingent provisions had been triggered at that date.
September 30, 2026 | 17
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(9) Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis
The following tables set forth information about the assets and liabilities measured at fair value on a recurring basis, by input level, as of September 30, 2026 and December 31, 2025. Such amounts are presented on a gross basis, before the effects of netting and allocation of collateral. The Company elected to offset the fair value amounts recognized for derivative assets and liabilities executed with the same counterparty under a master netting arrangement, including fair value amounts recognized for the right to reclaim or the obligation to return cash collateral.
| September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Total gross fair value | Contract netting | Collateral netting (1) | Net value | |||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||
| RFS | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Total gross fair value | Contract netting | Collateral netting (1) | Net value | |||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Commodity derivative instruments | ( | ||||||||||||||||||||||||||||||||||||||||
| RFS | |||||||||||||||||||||||||||||||||||||||||
(1)At September 30, 2026 and December 31, 2025, the Company had $10 million and $5 million, respectively, of collateral under master netting arrangements within Other current assets on the Condensed Consolidated Balance Sheets primarily related to initial margin requirements, which were not offset against the derivative liability positions.
The Company’s commodity derivative contracts consist of exchange traded futures, commodity price swaps, and sale and purchase forwards that are measured at fair value using a market approach based on available broker quoted market prices of identical or similar instruments. Similarly, RFS obligations are measured at fair value using a market approach based on available broker quoted market renewable fuel credits, known as renewable identification numbers (“RINs”), spot prices for each specific or closest vintage year.
The Company had no transfers of assets or liabilities between any of the above levels during the nine months ended September 30, 2026 and year ended December 31, 2025.
Assets and liabilities not required to be measured at fair value
CVR Energy holds cash equivalents which consist primarily of bank time deposits with maturities of 90 days or less. Cash and cash equivalents had carrying and fair values of $1.3 511
Long-term debt of $1.7 billion and $1.7 billion at September 30, 2026 and December 31, 2025, respectively, had estimated fair values of $1.7 billion and $1.6 billion, respectively, and are classified as Level 2 in the fair value hierarchy.
Other short-term financial assets and liabilities, which consist of accounts receivable, accounts payable, and operating and finance lease obligations, are carried at cost on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 and approximate their estimated fair values.
September 30, 2026 | 18
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(10) Share-Based Compensation
The following table summarizes share-based compensation expense for the three and nine months ended September 30, 2026 and 2025, including expense related to outstanding awards, forfeiture-related reversals, and unit price market fluctuation impacts:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Incentive Unit Awards | $ | $ | $ | $ | |||||||||||||||||||
| CVR Partners - Phantom Unit Awards | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
(11) Income Taxes
The following table summarizes the Company’s income taxes and effective tax rate for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except rate data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Effective tax rate | % | % | % | ( | % | ||||||||||||||||||
The Company’s effective tax rate was 20.0 % and 21.4 % for the three and nine months ended September 30, 2026, respectively, and 17.9 % and (1.6 )% for the three and nine months ended September 30, 2025, respectively, compared to the U.S. federal statutory rate of 21.0% for all periods. The differences from the statutory rate were primarily attributable to the tax effects of noncontrolling interests and state tax credits.
(12) Commitments and Contingencies
In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While there have been no material changes in the Company’s commitments and contingencies from those disclosed in the 2025 Form 10-K and in the Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, recent developments are discussed below.
45Q Transaction
Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45 million cap, if these minimum quantities are not delivered. CVR Partners issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVR-CapturePoint Parent, LLC (“CVRP JV”), which include the aforementioned fees. This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts.
Renewable Fuel Standard
Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the Environmental Protection Agency (“EPA”), which, absent any exemption or waiver, requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), into their transportation fuels or purchase RINs, in lieu of blending.
September 30, 2026 | 19
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, whether through the grant of small refinery exemptions (“SREs”) or otherwise, must either purchase RINs from third parties or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.
The EPA’s final rule, effective in June 2026, (a) established applicable blending volumes and percentage standards under the RFS for 2026 and 2027 for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel, reflecting the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel; (b) partially waived the 2025 cellulosic biofuel volume requirement and revised the associated percentage standard due to a shortfall in cellulosic biofuel production; and (c) promulgated several regulatory changes to the RFS program, including the removal of renewable electricity as a qualifying renewable fuel under the RFS program and makes minor revisions to the biogas provisions of the RFS program (the “2026/2027 RFS Final Rule”). In the 2026/2027 RFS Final Rule, the EPA confirmed its intention to add to annual blending obligations volumes that account for 70% of volumes actually exempted by the EPA for 2023 and 2024 compliance years and those projected to be exempted by the EPA for the 2025 compliance year, estimated by the EPA to total 2.89 billion RINs. In October 2026, the EPA published a proposed rule considering two approaches: splitting the 2025 exempted volumes evenly across 2026 and 2027 or adding the 2025 exempted volumes to 2027 only. Because the reallocation proposal would revise the existing standards, the EPA has triggered the automatic compliance deadline extension provision that was promulgated as part of the Set 2 rule. The 2026 compliance deadline (currently March 31, 2027) will be extended to whichever of the following dates is applicable, as follows: (a) if the EPA finalizes the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline after the effective date of the revised 2026 standards; (b) if the EPA withdraws the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline that is 60 days after the withdrawal is published in the Federal Register; and (c) if the EPA does not finalize or withdraw the proposed revision to the 2026 RFS standards within 12 months of the date the proposal is published in the Federal Register, the next quarterly reporting deadline after that 12-month mark. Public comment on this proposed rule ends on December 4, 2026.
On August 31, 2026, the EPA issued a decision document to the Company’s subsidiary, WRC, granting a 100 percent waiver from its RFS obligation for the 2025 compliance period (the “August 2026 SRE Decision”). As a result of the August 2026 SRE Decision, WRC’s RFS obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $253 million. WRC timely complied with its RFS obligation for the 2025 compliance period by the October 1, 2026 deadline set forth in the August 2026 SRE Decision. The August 2026 SRE Decision follows the EPA’s August 22, 2025 decision document issued to WRC, which granted full and partial waivers for WRC’s RFS obligation for the 2019 through 2024 compliance periods (the “August 2025 SRE Decision”) reducing WRC’s RFS obligations by more than 424 million RINs, representing approximately $488 million.
The costs for our obligated-party subsidiaries to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within Cost of materials and other in the Condensed Consolidated Statements of Operations. At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Company may be entitled), the remaining position is valued using RIN market prices at period end for each specific or closest vintage year.
Taking into consideration the August 2026 SRE Decision and the August 2025 SRE Decision but excluding the impact of any potential changes to 2026 obligations, as of September 30, 2026 and December 31, 2025, the Company’s obligated-party subsidiaries’ RFS positions were approximately $230 million and $72 million, respectively, and are recorded in Other current liabilities in the Condensed Consolidated Balance Sheets.
Litigation
Call Option Coverage Cases – The Texas appellate court has set oral argument for November 2026 in the appeal filed by the Company and certain of its affiliates (the “Call Defendants”) of the summary judgment granted in Texas state court (the “Texas Suit”) in favor of certain of the Company’s primary and excess insurers (the “Insurers”) relating to the August 2022 settlement (the “Settlement”) of the consolidated lawsuits filed by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders relating to the Company’s exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership. The Call Defendants’ motion to amend their complaint and certain other motions in the action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the “Delaware Suit”) remain pending. The Company does not expect the
September 30, 2026 | 20
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.
Renewable Fuel Standard – In October 2026, WRC and certain other small refiners intervened in the action filed by certain biofuels groups in the U.S. Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) challenging the EPA’s grant of SRE petitions for the 2025 compliance period, including the SRE issued to WRC. The numerous challenges filed by WRC and other parties in the D.C. Circuit relating to the EPA’s August 2025 SRE Decision and the 2026/2027 RFS Final Rule remain pending.
As each of these matters are in their early stages, the Company cannot yet determine the impact of these matters on WRC’s past, current, and future obligations under the RFS or the Company’s financial position, results of operations, or cash flows, which could be material.
Guaranty Dispute – All deadlines in the 2024 and 2025 actions filed by Wynnewood Energy Company, LLC (“WEC”) in the Superior Court of the State of Delaware disputing the validity of an alleged 1993 guaranty (the “Guaranty Dispute”) asserted by Exxon Mobil Corporation (“XOM”) to obligate WRC to defend and indemnify XOM against multiple claims and lawsuits asserted against XOM between 2018 and 2025 arising from alleged contamination from historical oil wells and gas operations in Louisiana have been stayed until November 2026 while the parties continue to engage in mediation activities. While WEC continues to dispute the validity of the guaranty, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
CRNF Ammonia Release - In August 2026, another lawsuit was filed against CVR Energy, CVR Partners and certain of their subsidiaries alleging personal injury and related damages arising from an October 2025 ammonia release at the fertilizer facility in Coffeyville, Kansas operated by CRNF (the “2025 Release”), in addition to the multiple consolidated lawsuits currently pending in Texas state court in Fort Bend County relating to the 2025 Release. Discovery and motion practice in these cases is ongoing. As these matters are in their early stages, the Company cannot yet determine whether they will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Kansas Environmental Claims - Discovery relating to class certification continues in the lawsuit pending in the U.S. District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Kansas Defendants”) by three residents of Coffeyville, on behalf of themselves and a purported class of similarly situated persons. While this matter is in its early stages, if a class is certified and the matter is ultimately concluded in a manner adverse to the Kansas Defendants, it could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
(13) Business Segments
CVR Energy’s revenues are primarily derived from the two reportable segments: Petroleum and Nitrogen Fertilizer, which were determined based on the management approach, reflecting the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to evaluate performance and make strategic decisions.
•Petroleum includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates. The Petroleum Segment also includes activities related to crude gathering and logistics that support the refinery operations.
•Nitrogen Fertilizer includes the production and sales of nitrogen fertilizer products, primarily in the form of ammonia and UAN, for the farming industry.
The CODM evaluates the performance of each reportable segment and decides how to allocate resources, as applicable, based on segment operating income (loss) which includes the revenue and expenses that are directly attributable to each segment, as well as the total assets per segment. The CODM uses operating income (loss) and total assets by segment to assess the results generated by each reportable segment and to decide, as applicable, whether to recommend that the boards reinvest profits into the reportable segments, if at all, or pay dividends. Operating income (loss) by segment is also used to analyze performance against the budget and the Company’s competitors.
September 30, 2026 | 21
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following tables present the operating results and capital expenditures information by segment, the reconciliations to the consolidated net profit (loss), and other required disclosures. The other amounts reflect intercompany transactions, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (in millions) | Petroleum | Nitrogen Fertilizer | Total | Petroleum | Nitrogen Fertilizer | Total | |||||||||||||||||||||||||||||
| Third-party sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Inter-segment sales | |||||||||||||||||||||||||||||||||||
Other sales (1) | |||||||||||||||||||||||||||||||||||
| Elimination of inter-segment sales | ( | ( | |||||||||||||||||||||||||||||||||
| Total consolidated net sales | $ | $ | |||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Cost of materials and other | |||||||||||||||||||||||||||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Loss on asset disposals | |||||||||||||||||||||||||||||||||||
| Operating income (loss) by segment | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Reconciliation of Operating income (loss) by segment to Net income: | |||||||||||||||||||||||||||||||||||
Other loss (1) | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Elimination of inter-segment loss | |||||||||||||||||||||||||||||||||||
| Corporate and other expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
| Other segment disclosures: | |||||||||||||||||||||||||||||||||||
| Interest income (expense), net | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
Capital expenditures (2) | |||||||||||||||||||||||||||||||||||
September 30, 2026 | 22
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (in millions) | Petroleum | Nitrogen Fertilizer | Total | Petroleum | Nitrogen Fertilizer | Total | |||||||||||||||||||||||||||||
| Third-party sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Inter-segment sales | |||||||||||||||||||||||||||||||||||
Other sales (1) | |||||||||||||||||||||||||||||||||||
| Elimination of inter-segment sales | ( | ( | |||||||||||||||||||||||||||||||||
| Total consolidated net sales | $ | $ | |||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Cost of materials and other | |||||||||||||||||||||||||||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Loss on asset disposals | |||||||||||||||||||||||||||||||||||
| Operating income by segment | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reconciliation of Operating income by segment to Net income: | |||||||||||||||||||||||||||||||||||
Other loss (1) | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Elimination of inter-segment loss | |||||||||||||||||||||||||||||||||||
| Corporate and other expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||||||||
| Income tax (expense) benefit | ( | ||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
| Other segment disclosures: | |||||||||||||||||||||||||||||||||||
| Interest income (expense), net | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
Capital expenditures (2) | |||||||||||||||||||||||||||||||||||
(1)Consists of renewable fuel activity.
(2)Capital expenditures are shown exclusive of capitalized turnaround expenditures.
The following table summarizes the reconciliation of total assets by segment to consolidated total assets:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Petroleum | $ | $ | |||||||||
| Nitrogen Fertilizer | |||||||||||
| Other, including inter-segment eliminations | ( | ( | |||||||||
| Total assets | $ | $ | |||||||||
September 30, 2026 | 23
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
(14) Supplemental Cash Flow Information
Cash flows related to income taxes, interest, leases, and turnaround expenditures included in accounts payable were as follows:
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash paid, net of refunds (received, net of payments) for income taxes | $ | $ | ( | ||||||||
| Cash paid for interest | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | |||||||||||
| Operating cash flows from finance leases | |||||||||||
| Financing cash flows from finance leases | |||||||||||
| Noncash investing and financing activities: | |||||||||||
| Change in capital expenditures included in accounts payable | ( | ||||||||||
| Change in turnaround expenditures included in accounts payable | ( | ||||||||||
(15) Related Party Transactions
Activity associated with the Company’s related party arrangements for the three and nine months ended September 30, 2026 and 2025 is summarized below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Sales to related parties: | |||||||||||||||||||||||
CVRP JV CO Contract (1) | $ | $ | $ | $ | |||||||||||||||||||
| Purchases from related parties: | |||||||||||||||||||||||
| Enable Joint Venture Transportation Agreement | |||||||||||||||||||||||
(1)Sales to related parties, included in Net sales in our Condensed Consolidated Statements of Operations, consists of carbon oxide sales to a CVRP JV subsidiary.
Dividends to CVR Energy Stockholders
Dividends, if any—including the amount and timing—are determined at the discretion of the board of directors of the Company (the “Board”). IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each applicable record date. The following table presents quarterly dividends paid to the Company’s stockholders, including IEP, during 2026 and 2025 (amounts presented in the table below may not add to totals presented due to rounding):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Public stockholders | $ | $ | $ | $ | |||||||||||||||||||
| IEP | |||||||||||||||||||||||
| Total dividends paid | $ | $ | $ | $ | |||||||||||||||||||
| Dividends per share | $ | $ | $ | $ | |||||||||||||||||||
For the third quarter of 2026, the Company, upon approval by the Board on November 3, 2026, declared a cash dividend of $0.10 per share, or $10 million, which is payable November 23, 2026 to shareholders of record as of November 16, 2026. Of this amount, IEP will receive $7 million due to its ownership interest in the Company’s shares.
September 30, 2026 | 24
CVR ENERGY, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Distributions to CVR Partners’ Unitholders
Distributions, if any—including the payment, amount and timing thereof—and the board of directors of CVR Partners’ general partner’s (the “UAN GP Board”) distribution policy are subject to change at the discretion of the UAN GP Board. This includes the definition of available cash and any related reserves, which may be adjusted based on the UAN GP Board’s judgment and prevailing business concerns. The following table presents quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company and IEP, during 2026 and 2025 (amounts presented in the table below may not add to totals presented due to rounding):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per unit data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Public unitholders | $ | $ | $ | $ | |||||||||||||||||||
| IEP | |||||||||||||||||||||||
| CVR Energy | |||||||||||||||||||||||
| Total distributions paid | $ | $ | $ | $ | |||||||||||||||||||
Distributions per common unit (1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.
For the third quarter of 2026, CVR Partners, upon approval by the UAN GP Board on November 3, 2026, declared a distribution of $1.79 per common unit, or approximately $19 million, which is payable November 23, 2026 to unitholders of record as of November 16, 2026. Of this amount, CVR Energy and IEP will receive approximately $7 million and less than $1 million, respectively, with the remaining amount payable to public unitholders.
September 30, 2026 | 25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition, results of operations, and cash flows should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026 (the “2025 Form 10-K”). Results of operations for the three and nine months ended September 30, 2026 and cash flows for the nine months ended September 30, 2026 are not necessarily indicative of results of operations and cash flows to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.” References to “CVR Energy”, the “Company”, “we”, “us”, and “our”, may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.
Reflected in this discussion and analysis is how management views the Company’s current financial condition and results of operations, along with key external variables and management’s actions that may impact the Company. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.
Company Overview
CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment is an “independent petroleum refiner”, in that it does not have crude oil exploration or production operations, and is a marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia.
We operate under two reportable segments: petroleum and nitrogen fertilizer, which are referred to in this document as our “Petroleum Segment” and our “Nitrogen Fertilizer Segment”, respectively.
Recent Developments—Pending Acquisition of Northern PADD II Refining Assets
On November 2, 2026, the Company entered into an equity and asset purchase agreement (the “Purchase Agreement”) with certain indirect subsidiaries and affiliates of Marathon Petroleum Corporation (the “Sellers”) to acquire the refinery located in St. Paul Park, Minnesota (the “St. Paul Park Refinery”), the refinery located in Mandan, North Dakota (the “Mandan Refinery”), a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc., and associated wholesale marketing and logistics assets (collectively, the “Target Assets”), and to assume certain liabilities related to the Target Assets, for aggregate cash consideration of approximately $4.2 billion, subject to customary closing adjustments, including net working capital and inventory adjustments (the “Acquisition”). The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and certain other regulatory approvals. The Purchase Agreement may be terminated under specified circumstances and, in certain of those circumstances, the Company may be required to pay the Sellers a termination fee of 6%, 4% or 2% of the aggregate base purchase price, depending on the circumstances of termination. The Company expects the Acquisition to close before the end of 2026 (the date of such closing, the “Acquisition Closing Date”), subject to the satisfaction or waiver of the applicable closing conditions; however, there can be no assurance that the Acquisition will be completed on the anticipated terms or timeline, or at all.
The Company has also agreed to maintain at least $500 million of unrestricted cash and cash equivalents until the closing of the Acquisition or the termination of the Purchase Agreement, which amount may increase by up to an additional $500 million from the proceeds of an equity offering completed by the Company after the execution of the Purchase Agreement.
The Company intends to fund the Acquisition and related fees and expenses with a combination of cash on hand, borrowings under the CVR Energy ABL (as defined below), the proceeds of senior secured indebtedness (the “Permanent Financing”), the proceeds of the equity investments described below and the net proceeds of a registered public offering of the Company’s common stock (the “Equity Offering”). In connection with the Purchase Agreement, the Company entered into (i) a
September 30, 2026 | 26
debt commitment letter (the “Debt Commitment Letter”) with Barclays Bank PLC and certain other financial institutions providing for, among other things, a senior secured 364-day bridge loan facility of up to $2.5 billion (the “Bridge Facility”), to the extent the net cash proceeds of the Permanent Financing are less than $2.5 billion, and consents to an amendment to the CVR Energy ABL providing for $550 million of incremental commitments, increasing total commitments to $1.1 billion upon the closing of the Acquisition (or, if such amendment cannot be obtained, commitments for a new $1.1 billion senior secured asset-based revolving credit facility that would refinance the CVR Energy ABL in full); (ii) a subscription agreement with a commercial counterparty (the “Commercial Partner”) for the purchase of $800 million of shares of the Company’s non-voting common stock equivalent convertible preferred stock in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, which is conditioned upon, and will occur concurrently with, the closing of the Acquisition; and (iii) a subscription agreement with Icahn Enterprises L.P., the Company’s controlling stockholder (together with its affiliates, “IEP”), pursuant to which IEP committed to provide, directly or indirectly, up to $500 million of equity financing at the same price per share as the Commercial Partner, which commitment will terminate upon the consummation of an offering of common stock generating gross proceeds to the Company of at least $500 million, together with a stockholders and registration rights agreement with IEP.
The Company and certain of its subsidiaries also entered into crude oil supply, product offtake, inventory purchase and sale, and terminalling agreements with an affiliate of the Commercial Partner, which will become effective upon the closing of the Acquisition and satisfaction of applicable conditions and will expire ten years thereafter, subject to earlier termination and an extension option. Under these agreements, the Commercial Partner will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park Refineries and serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions.
Refer to Part II, Item 1A of this Report for further information regarding risks associated with the Acquisition. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2026.
Company Developments
In December 2025, the Company reverted the renewable diesel unit (“RDU”) at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”) 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. While the Company maintains the option to switch back to renewable diesel service if incentivized to do so, it no longer refines renewable feedstocks, such as soybean oil, corn oil, and other similar feedstocks, into renewable diesel nor does it currently market renewable diesel. Based on the Company’s revised reporting assessment performed during the first quarter of 2026, the renewables business no longer met the quantitative or qualitative requirements under ASC 280, Segment Reporting, to be disclosed as a separate reportable segment. Effective beginning with the Form 10-Q for the quarter ended March 31, 2026, all prior period Renewables activity has been consolidated within “Other” and disclosures have been retrospectively adjusted to reflect the current segment presentation. Refer to Part I, Item 1, Note 13 (“Business Segments”) for segment disclosures.
On August 31, 2026, the U.S. Environmental Protection Agency (the “EPA”) issued a decision document to the Company’s subsidiary, Wynnewood Refining Company, LLC (“WRC”), granting a 100 percent waiver from its Renewable Fuel Standard (“RFS”) obligation for the 2025 compliance period (the “August 2026 SRE Decision”). As a result of the August 2026 SRE Decision, WRC’s RFS obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $253 million. Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report for further discussion.
Strategy and Initiatives
Potential Strategic Transactions
As previously disclosed, IEP and the Company are considering potential strategic transactions available to the Company and our subsidiaries and affiliates, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by the Company or our subsidiaries, including the Acquisition, and/or strategic options involving CVR Partners. There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their
September 30, 2026 | 27
timing. As of September 30, 2026, IEP owns approximately 71% of the Company’s total outstanding common stock and approximately 3% of the total outstanding common units of CVR Partners. As of September 30, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.
Company Initiatives
Petroleum Segment
•The Company has undertaken a project to replace the hydrofluoric acid catalyst alkylation unit at the Wynnewood Refinery with a fixed bed catalyst system. If successfully completed, this project should expand the alkylation unit by up to 2,500 bpd resulting in increased production of premium gasoline, through utilization of propylene which is currently sold as a product, and eliminate hydrofluoric acid inventory. The capital investment is estimated at $155 million, and the unit is currently expected to become operational in late 2027; however, timing could be impacted by various factors including but not limited to logistics constraints.
•In connection with our settlement with the EPA on certain environmental issues at the refinery in Coffeyville, Kansas (the “Coffeyville Refinery”) entered into in 2023 and by the court in January 2024, the Company is in the process of installing a flare gas recovery system along with other improvements at a cost of approximately $53 million, which is expected to be operational in late 2026.
•The Company has been assessing opportunities to improve margin capture at both refineries through optimizing crude and feedstock slates and refined product marketing, and has begun repurposing and utilizing rail assets following the reversion of the RDU to provide additional feedstock security and product shipment optionality.
Nitrogen Fertilizer Segment
•In 2025 and into 2026, CVR Partners progressed several projects focused on improving water and electrical reliability, expanding diesel exhaust fluid production, and increasing loadout capabilities, among other initiatives, using funds previously reserved by the board of directors of CVR Partners’ general partner (the “UAN GP Board”).
•The fertilizer facility in East Dubuque, Illinois operated by CVR Partners’ wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Fertilizer Facility”), completed its planned turnaround in mid-October 2026 (the “2026 Fertilizer Turnaround”), consisting of upgrades to its water systems and completion of the brownfield ammonia expansion project, which is expected to increase production capacity by approximately 5%. EDNF's ability to sustainably operate at the increased capacity level is expected to be tested during the fourth quarter of 2026.
•Based on engineering studies completed in 2025, the fertilizer facility in Coffeyville, Kansas operated by CVR Partners’ wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Fertilizer Facility” and together with the East Dubuque Fertilizer Facility, the “Facilities”) has the potential to utilize natural gas as an alternative feedstock in conjunction with pet coke in the production of nitrogen fertilizer. CVR Partners is in the final phases of completing detailed engineering, cost estimates, and has submitted a permit application to the state environmental agency. With final approval by the UAN GP Board, we expect to proceed with construction in 2028. If completed, these initiatives would make the Coffeyville Fertilizer Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility, providing management with the ability to choose the optimal mix of natural gas and third-party pet coke depending on prevailing prices.
•In June 2026, the Coffeyville Fertilizer Facility received its Verified Ammonia Carbon Intensity certification from an independent third-party auditor under The Fertilizer Institute framework, which will enable the Coffeyville Fertilizer Facility to market ammonia it produces as “blue.”
Industry Factors
General Business Environment
Geopolitical Matters
•On February 28, 2026, a war began between the U.S., Israel, and Iran (the “Iran War”), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to oil, refined products, and fertilizer production facilities in the region, as well as to global energy and fertilizer supply chain production and availability. The Iran War has disrupted key trade routes, especially the Strait of Hormuz, tightened global supply of certain commodities, and
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increased energy costs. Hostilities and restrictions on shipping through the Strait of Hormuz continued during the third quarter, and transit volumes remained significantly below pre-war levels. These disruptions have contributed to elevated and volatile crude oil, refined product, and fertilizer prices, and we believe they could continue to do so. The duration, geographic scope, and ultimate severity of the Iran War and its effects on global and regional energy and fertilizer markets remain highly uncertain, and we cannot predict whether or when any stabilization in market conditions will occur or be sustained.
•The ongoing Russia-Ukraine war and related geopolitical developments have disrupted, and could further disrupt, the production and trade of petroleum products, fertilizer, grains, and other feedstocks through various means, such as trade restrictions, sanctions, or transportation bottlenecks, in addition to damage sustained at numerous Russian infrastructure assets, including refineries.
•Changes, and proposed changes, to the U.S. global trade policy, together with related judicial, regulatory and administrative developments, as well as renewed trade tensions and related international retaliatory measures, have continued to influence global markets and impact short- and long-term economic conditions in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth.
These factors, together with evolving diplomatic efforts and ongoing geopolitical developments in the affected regions, have contributed to, and may continue to contribute to, volatility in crude oil, refined product and fertilizer pricing and inventories, as well as disruptions in the production, transportation and trade of crude oil, refined products, fertilizer, grains, and feedstocks through various means, including trade restrictions and sanctions. The ultimate impacts of these geopolitical developments and economic policy changes, including any further escalation, de-escalation, or resolution thereof, and any associated market disruptions remain difficult to predict and may materially affect our business, operations, cash flows, and access to capital in unforeseen ways.
Regulatory Environment
Our businesses are subject to significant regulatory oversight and requirements and numerous rules, regulations, policies and legal proceedings relating to climate, energy, and environmental matters enacted or introduced, as applicable, at federal, state, and international levels. These laws, rules, regulations and policies, and the implementation and enforcement thereof, are further subject to shifting priorities at the federal level, including various executive orders, regulatory guidance and new legislation, some of which have curtailed, delayed, modified or restructured certain climate-related regulatory initiatives advanced under the prior administration. Given these shifting priorities, we face an uncertain regulatory landscape at the federal, state, and international levels, such as potential changes to reporting of greenhouse gas emissions and climate risk. Each of these factors further contributes to ongoing uncertainty in the regulatory environment in which we operate and may materially impact our businesses, operations, feedstock sourcing, operating and compliance costs, results of operations and overall market conditions.
Petroleum Segment
The earnings and cash flows of the Petroleum Segment are primarily affected by the relationship between refined product prices and the cost of crude oil and other feedstocks that are used in refining and blending, as well as refinery compliance costs, including costs associated with Renewable Fuel Standard (“RFS”) regulations. The effect of changes in crude oil prices on the Petroleum Segment’s results of operations is also influenced by the rate at which the refined products adjust to reflect those changes.
Crude oil costs and the prices of refined products have historically been subject to wide fluctuations, which can impact, among other things, the level of inventories in the market and product margins. Widespread expansion or upgrades of third-party facilities, shutdowns or curtailments, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics. Specific factors impacting the Petroleum Segment’s operations are outlined below.
Current Market Outlook
•Since February 28, 2026, the Iran War has been the primary driver of volatility in global energy and refined product markets. Disruptions to key trade routes, especially the Strait of Hormuz, and damage to refining and energy infrastructure in the Middle East have constrained global refined product supply and contributed to higher refined product prices, particularly for diesel. At its outset, the U.S. saw geographical market dislocations, with waterborne regions strengthening more rapidly than inland regions as international shortages took effect. This dislocation has
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moderated as trade flows and inventories have shown signs of stabilization but continues to exceed historical averages and remains subject to elevated uncertainty. Pricing and inventory levels continue to experience volatility, and future market conditions, including developments in diplomatic relations, geopolitical events, and changes in global trade flows, among other market and geopolitical factors, may contribute to ongoing fluctuations.
•Group 3 2-1-1 crack spreads increased from below to above mid-cycle levels following the start of the Iran War. Diesel crack spreads remain elevated in 2026 and we expect this to continue until global supply chains normalize. Group 3 gasoline crack spreads were particularly challenged early in the year as refinery utilization was high going into the winter months, and subsequently, refiners increased throughput to capture incremental margins on distillate volumes. In recent months, gasoline inventories have declined and the gasoline crack spread has improved.
•With U.S. refinery utilization elevated and refined product inventories, especially distillates, below historical averages, any planned or unplanned refinery downtime could cause significant volatility in refined product prices and crack spreads.
•In addition to moving barrels out of the mid-continent region to balance supply and demand needs around the U.S. and globally, several projects intended to move products to western states in PADDs IV and V are expected to continue to support more balanced domestic trade flows and increase access to regions where demand is expected to outpace supply in the coming years.
•Total operable refining capacity in the U.S. has declined on a net basis since 2020. In addition, damage to refineries in the Middle East and Russia, along with reduced refinery utilization in China, has contributed to tighter global refining capacity, which continues to support refined product crack spreads.
•Over the next few years, the pace of global capacity growth is expected to slow, with few new refineries scheduled to come online. As a result, global refined product supply-demand balances could tighten as demand growth continues.
•Damage to liquified natural gas (“LNG”) production facilities and disruption to LNG trade flows through the Middle East have contributed to higher natural gas prices in Europe, adversely affecting competitiveness of European refineries. Meanwhile, abundant natural gas supply in the U.S. has generally kept domestic natural gas prices lower than those in Europe, providing a cost advantage for U.S. refiners.
Regulatory Environment
•Certain of the Petroleum Segment’s subsidiaries are subject to the RFS (collectively, the “obligated-party subsidiaries”), which, each year, absent exemptions or waivers, requires such obligated-party subsidiaries to blend renewable fuels with transportation fuels, purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending, or otherwise face liability. Actions taken by the EPA under the RFS, the outcomes of RFS-related legal challenges, and legislative and regulatory developments affecting renewable fuels have materially impacted our results in the past and are expected to continue to do so. In addition, certain governmental regulations and incentives affecting the automobile transportation, agricultural, and renewable fuels industries, including those related to corn-based ethanol, biodiesel, renewable diesel, and sustainable aviation fuel production and consumption, have impacted, and are expected to continue to impact, our business. For example:
◦The EPA’s final rule, effective in June 2026, (a) established applicable blending volumes and percentage standards under the RFS for 2026 and 2027 for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel, reflecting the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel; (b) partially waived the 2025 cellulosic biofuel volume requirement and revised the associated percentage standard due to a shortfall in cellulosic biofuel production; and (c) promulgated several regulatory changes to the RFS program, including the removal of renewable electricity as a qualifying renewable fuel under the RFS program, and minor revisions to the biogas provisions of the RFS program (the “2026/2027 RFS Final Rule”). In the 2026/2027 RFS Final Rule, the EPA confirmed its intention to add to annual blending obligations volumes representing 70% of volumes actually exempted for 2023 and 2024 compliance years and those projected to be exempted for the 2025 compliance year, estimated by the EPA to total 2.89 billion RINs. Numerous refiners, including Coffeyville Resources Refining & Marketing, LLC and WRC, biofuels groups and others filed petitions for review of the 2026/2027 RFS Final Rule in the D.C. Circuit, which petitions remain pending and in their early stages.
▪As of September 30, 2026 and including the impacts of the August 2026 SRE Decision, we have an estimated liability of $230 million for the Petroleum Segment’s obligated-party subsidiaries’ compliance with the RFS through September 30, 2026, consisting of approximately 113 million RINs, excluding open, fixed-price commitments to purchase a net 15 million RINs. The Company’s open RFS position is marked-to-market each period, and market volatility could significantly affect future RFS compliance costs (excluding the
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impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled). As a result, compliance costs may remain significant throughout 2026 and beyond.
◦During 2026, certain oil, biofuels and agriculture groups have continued to advocate for year-round E15 (gasoline blended with 15% ethanol) and amendments to certain provisions of the RFS. In May 2026, the U.S. House of Representatives passed H.R. 1346, intended to permit year-round, nationwide E15 and ban certain small refiners, including WRC, from future eligibility for small refinery exemptions (“SREs”) under the RFS beginning in 2028, among other actions. H.R. 1346, along with related proposed bills seeking to amend portions of the RFS and related legislation, continues to be considered by the U.S. Senate, including S. 593, which would authorize year-round, nationwide E15 but does not currently include provisions modifying the definition of “small refinery” under the RFS.
◦In response to market disruptions associated with the Iran War, the EPA issued a nationwide emergency waiver of the Reid Vapor Pressure specifications for the summer of 2026 to expand the available gasoline supply pool. In addition, in March 2026, the EPA issued a temporary emergency fuel waiver, effective May 1, 2026, authorizing nationwide sales of E15 and removing federal restrictions on the sale of E10 (gasoline blended with 10% ethanol) across the country.
◦Provisions of the Section 45Z Clean Fuel Production Credit exclude imports of renewable fuels and imported feedstocks used to produce renewable fuels in the United States. These provisions are expected to support demand for domestic corn and soybean oil feedstocks which may affect both our refining and fertilizer operations.
Nitrogen Fertilizer Segment
Within the Nitrogen Fertilizer Segment, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.
The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors. These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.
Current Market Outlook
•The fertilizer industry continues to face additional scrutiny from legislators, regulators, agriculture groups and others following fertilizer and fertilizer input price increases related to the impacts of the Iran War, which only exacerbated price increases caused by the ongoing Russia-Ukraine war, continued conflicts and tensions in the Middle East, and related geopolitical developments. Such scrutiny has increased in 2026 and may result in additional government inquiries, investigations, legislative actions or regulatory initiatives affecting participants in the fertilizer industry.
Regulatory Environment
•Certain governmental regulations and incentives associated with the automobile transportation, agricultural and renewables industries, including the ones related to corn-based ethanol and vegetable oil-based biodiesel, renewable diesel, and sustainable aviation fuel production or consumption, have impacted, and is expected to continue to impact, our business. For example:
◦Ethanol is blended with gasoline to meet requirements under the RFS and for its octane value. Since 2020, corn used in ethanol production has historically consumed an average of approximately 36% of annual domestic corn production. Accordingly, corn and/or ethanol demand can be impacted by the actions of the EPA under the RFS, including its establishment of annual blending obligations and related actions. Even if the EPA decreases RFS blending obligations, we believe ethanol should continue to be blended into transportation fuel for its inherent octane value.
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Results of Operations
Due to the reversion of the RDU at the Wynnewood Refinery back to hydrocarbon processing and based on the Company’s revised reporting assessment performed during the first quarter of 2026, the renewables business no longer met the quantitative or qualitative requirements under ASC 280, Segment Reporting, to be disclosed as a separate reportable segment. Effective beginning with the Form 10-Q for the quarter ended March 31, 2026, all prior period Renewables activity has been consolidated within “Other” and disclosures have been retrospectively adjusted to reflect the current segment presentation.
Consolidated
Our consolidated results of operations include certain unallocated corporate activities and elimination of intercompany transactions and, therefore, do not equal the sum of the operating results of the Petroleum and Nitrogen Fertilizer Segments.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Operating income | $ | 724 | $ | 512 | $ | 657 | $ | 277 | |||||||||||||||
Interest expense, net | (21) | (25) | (105) | (79) | |||||||||||||||||||
Other income, net | 1 | 2 | 19 | 5 | |||||||||||||||||||
| Income tax (expense) benefit | (141) | (88) | (122) | 3 | |||||||||||||||||||
| Net income | 563 | 401 | 449 | 206 | |||||||||||||||||||
Less: Net (loss) income attributable to noncontrolling interest | (7) | 27 | 74 | 69 | |||||||||||||||||||
Net income attributable to CVR Energy stockholders | $ | 570 | $ | 374 | $ | 375 | $ | 137 | |||||||||||||||
Earnings per share | $ | 5.67 | $ | 3.72 | $ | 3.73 | $ | 1.37 | |||||||||||||||
EBITDA (1) | $ | 804 | $ | 625 | $ | 913 | $ | 540 | |||||||||||||||
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measure shown above.
Overview - For the three months ended September 30, 2026, the Company’s net income increased $162 million compared to the three months ended September 30, 2025. For the nine months ended September 30, 2026 the Company’s net income increased $243 million compared to the nine months ended September 30, 2025. Refer to our discussion of each segment’s result of operations below for further information.
Interest expense, net - The $4 million decrease for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily driven by lower borrowing costs resulting from the Company’s debt refinancing activities completed in the first quarter of 2026. The $26 million increase for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by losses on extinguishment of debt associated with the redemption of the 8.500% Senior Notes, due 2029 (the “2029 Notes”) and 5.750% Senior Notes, due 2028 (the “2028 Notes”), and the loss on the prepayment of the senior secured term loan facility (the “Term Loan”) during the first quarter of 2026. See Part I, Item 1, Note 6 (“Long-Term Debt and Finance Lease Obligations”) for further details.
Other income, net - The $14 million increase for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 was primarily driven by the recognition of the Production Tax Credit (the “PTC”) related to qualifying renewable fuel sales. The Company recognized the full 2025 tax credit benefit during the first quarter of 2026.
Income taxes - Income tax expense for the three and nine months ended September 30, 2026 was $141 million and $122 million, or 20.0% and 21.4% of income before income tax, respectively, compared to income tax expense of $88 million and an income tax benefit of $(3) million, or 17.9% and (1.6)% of income before income tax, for the three and nine months ended September 30, 2025, respectively. The changes in income taxes were primarily due to an increase in overall pretax earnings. The changes in effective tax rate from the three and nine months ended September 30, 2025 to the three and nine months ended September 30, 2026 were primarily caused by changes in pretax earnings attributable to noncontrolling interests and the impact of state tax credits relative to overall pretax earnings.
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Petroleum Segment
The Petroleum Segment utilizes certain inputs within its refining operations. These inputs include crude oil, butanes, natural gasoline, ethanol, and biodiesel (these are also known as “throughputs”).
Refining Throughput and Production Data
| Throughput Data | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| (in bpd) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gathered crude | 121,329 | 124,940 | 115,243 | 114,664 | |||||||||||||||||||
| Other domestic | 88,522 | 74,479 | 76,898 | 40,969 | |||||||||||||||||||
| Canadian | 6,746 | — | 14,496 | 405 | |||||||||||||||||||
| Other feedstocks and blendstocks | 11,040 | 16,549 | 11,702 | 13,810 | |||||||||||||||||||
| Total throughput | 227,637 | 215,968 | 218,339 | 169,848 | |||||||||||||||||||
| Production Data | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| (in bpd) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gasoline | 111,944 | 105,952 | 108,878 | 84,043 | |||||||||||||||||||
| Distillate | 99,285 | 88,390 | 93,058 | 68,201 | |||||||||||||||||||
| Other liquid products | 8,843 | 15,347 | 8,351 | 11,538 | |||||||||||||||||||
| Solids | 5,909 | 4,399 | 6,203 | 3,162 | |||||||||||||||||||
| Total production | 225,981 | 214,088 | 216,490 | 166,944 | |||||||||||||||||||
Crude utilization (1) | 104.9 | % | 96.6 | % | 100.1 | % | 75.6 | % | |||||||||||||||
Distillate yield (as % of crude throughput) (2) | 45.8 | % | 44.3 | % | 45.0 | % | 43.7 | % | |||||||||||||||
Light product yield (as % of crude throughput) (3) | 97.5 | % | 97.5 | % | 97.7 | % | 97.6 | % | |||||||||||||||
Liquid volume yield (as % of total throughput) (4) | 96.7 | % | 97.1 | % | 96.3 | % | 96.4 | % | |||||||||||||||
(1)Total Gathered crude, Other domestic, and Canadian throughput (collectively, “Total Crude Throughput”) divided by consolidated crude oil throughput capacity of 206,500 bpd.
(2)Total Distillate divided by Total Crude Throughput.
(3)Total Gasoline and Distillate divided by Total Crude Throughput.
(4)Total Gasoline, Distillate, and Other liquid products divided by total throughput.
Market Indicators
NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market pricing of a barrel of crude oil. The pricing differences between other crude oils and WTI, known as differentials, show how the market for other crude oils, such as Western Canadian Select (“WCS”), Brent Crude (“Brent”), and Midland WTI (“Midland”) are trending. Due to geopolitical events, such as military conflicts in the Middle East, the Strait of Hormuz disruption, and the Russia-Ukraine war, and, in each case, actions taken by governments and others in response thereto, refined product prices have experienced extreme volatility. As a result of the current environment, refining margins have been and will likely continue to be volatile.
We utilize NYMEX and Group 3 crack spreads as a performance benchmark and a comparison with other industry participants. These crack spreads are a measure of the difference between market prices for crude oil and refined products and are a commonly used proxy within the industry to estimate or identify trends in refining margins. Crack spreads can fluctuate significantly over time as a result of market conditions and supply and demand balances. The NYMEX 2-1-1 crack spread is calculated using two barrels of WTI producing one barrel of NYMEX RBOB Gasoline (“RBOB”) and one barrel of NYMEX NY Harbor ULSD (“HO”). The Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3 ultra-low sulfur diesel.
NYMEX 2-1-1 crack spreads increased during the three and nine months ended September 30, 2026, averaging $73.43 and $55.16 per barrel, respectively, compared to $28.24 and $25.62 per barrel during the three and nine months ended September
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30, 2025, respectively. Group 3 2-1-1 crack spreads also increased during the three and nine months ended September 30, 2026 averaging $68.50 and $45.37 per barrel, respectively, compared to $25.94 and $22.62 per barrel during the three and nine months ended September 30, 2025, respectively.
Average monthly prices for RINs on a blended barrel basis (calculated using applicable renewable volume obligation (“RVO”) percentages) increased during the three and nine months ended September 30, 2026 to $14.35 and $12.57 per barrel, respectively, compared to $6.33 and $5.71 per barrel during the three and nine months ended September 30, 2025, respectively.
The charts below are presented, on a per barrel basis, by month through September 30, 2026:
Crude Oil Differentials against WTI (1)(2) | ||
NYMEX Crack Spreads (2) | ||
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PADD II Group 3 Product Crack Spread and RIN Pricing (2)(3) ($/bbl) | ||
Group 3 Product Differential against NYMEX Products (1)(2) ($/bbl) | ||
(1)The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below:
| (in $/bbl) | Average 2024 | Average December 2024 | Average 2025 | Average December 2025 | Average 2026 | Average September 2026 | |||||||||||||||||||||||||||||
| WTI | $ | 75.77 | $ | 69.70 | $ | 64.73 | $ | 57.87 | $ | 83.76 | $ | 95.69 | |||||||||||||||||||||||
(2)Information used within these charts was obtained from reputable market sources, including the New York Mercantile Exchange (“NYMEX”), Intercontinental Exchange, and Argus Media, among others.
(3)PADD II is the Midwest Petroleum Area for Defense District (“PADD”), which includes Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, and Wisconsin.
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Petroleum Segment Financial Highlights
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except throughput data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 3,138 | $ | 1,739 | $ | 7,482 | $ | 4,777 | |||||||||||||||
Operating income | 738 | 518 | 550 | 224 | |||||||||||||||||||
Net income | 746 | 520 | 565 | 223 | |||||||||||||||||||
EBITDA (1) | 787 | 572 | 706 | 370 | |||||||||||||||||||
Refining margin (1) | $ | 954 | $ | 708 | $ | 1,149 | $ | 738 | |||||||||||||||
| Direct operating expenses | 129 | 113 | 361 | 306 | |||||||||||||||||||
| Depreciation and amortization | 48 | 52 | 150 | 142 | |||||||||||||||||||
| Selling, general, and administrative expenses | 39 | 24 | 87 | 65 | |||||||||||||||||||
| $ (per total throughput barrel) | |||||||||||||||||||||||
Refining margin per total throughput barrel (1) | $ | 45.56 | $ | 35.65 | $ | 19.28 | $ | 15.93 | |||||||||||||||
Direct operating expenses per total throughput barrel (1) | 6.15 | 5.69 | 6.06 | 6.62 | |||||||||||||||||||
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Overview - For the three months ended September 30, 2026, the Petroleum Segment’s operating income and net income increased $220 million and $226 million, respectively, compared to the three months ended September 30, 2025, primarily due to an increase in gasoline and distillate crack spreads, partially offset by unfavorable derivatives impacts, a smaller favorable RINs revaluation adjustment from the August 2026 SRE Decision compared to the August 2025 SRE Decision, as defined in “—Factors Affecting Comparability” below, and increases in RINs prices and obligations. For the nine months ended September 30, 2026, the Petroleum Segment’s operating income and net income increased $326 million and $342 million, respectively, compared to the nine months ended September 30, 2025, primarily due to an increase in gasoline and distillate crack spreads, higher throughput volumes as a result of the Coffeyville Refinery’s major turnaround during the first quarter of 2025 (the “2025 Refinery Turnaround”), and favorable inventory valuation impacts, partially offset by unfavorable derivatives impacts, increases in RINs prices and obligations, and backwardation in NYMEX WTI.
Net Sales - The $1.4 billion increase for the three months ended September 30, 2026, compared to the three months ended September 30, 2025 was primarily driven by higher gasoline and distillate prices combined with higher sales volume in 2026. The $2.7 billion increase for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by higher gasoline and distillate prices and higher throughput volumes in 2026 as a result of the 2025 Refinery Turnaround in the prior period, partially offset by lower revenue from sales of crude oil in 2026 due to selling crude to manage inventory during the 2025 Refinery Turnaround.
Refining Margin - The $246 million increase for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to the following factors:
•An increase in the Group 3 2-1-1 crack spread of $42.56 per barrel, driven by an improvement in gasoline and distillate crack spreads primarily due to the Iran War in the current period;
•Increased throughput volumes in the current period; and
•Favorable inventory valuation impacts of $35 million for the three months ended September 30, 2026 compared to unfavorable inventory valuation impacts of $11 million for the three months ended September 30, 2025, primarily due to an increase in crude oil and distillate prices in the current period compared to a decrease in crude oil prices during the third quarter of 2025.
Factors partially offsetting the increase in refining margin were:
•A decrease in the favorable RINs revaluation, primarily due to the impact of the August 2026 SRE Decision compared to the August 2025 SRE Decision;
•An increase in the RVO weighted cost of RFS compliance of $8.02 per barrel primarily due to an increase in the price of Ethanol and Biodiesel RINs combined with an increase in the RVO requirement for 2026 compared to 2025;
•Unfavorable backwardation in NYMEX WTI resulting in approximately $12 million impact to purchased crude oil differentials;
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•Unfavorable derivatives impacts of $259 million, resulting primarily from realized and unrealized losses on crack swap positions in the current period; and
•An increase in distribution costs as a result of higher sales volumes.
The $411 million increase for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 was primarily due to the following factors:
•An increase in the Group 3 2-1-1 crack spread of $22.75 per barrel, driven by an improvement in distillate and gasoline crack spreads, primarily due to the Iran War in the current period;
•Increased throughput volumes in the current period due to the 2025 Refinery Turnaround in the prior period; and
•Favorable inventory valuation impacts of $173 million for the nine months ended September 30, 2026 compared to unfavorable inventory valuation impacts of $21 million for the nine months ended September 30, 2025, primarily due to an increase in crude oil prices in the current year as compared to a decrease in 2025, combined with larger increases in gasoline and distillate prices in the current year.
Factors partially offsetting the increase in refining margin were:
•Unfavorable derivatives impacts of $534 million in the 2026 period as compared to the 2025 period resulting primarily from realized and unrealized losses on crack swap positions in the current year;
•A decrease in the favorable RINs revaluation, primarily due to the impact of the August 2026 SRE Decision compared to the August 2025 SRE Decision;
•An increase in the RVO weighted cost of RFS compliance of $6.86 per barrel primarily due to an increase in the price of Ethanol and Biodiesel RINs combined with an increase in the RVO;
•Unfavorable backwardation in NYMEX WTI resulting in approximately $102 million impact to purchased crude oil differentials; and
•An increase in distribution costs as a result of higher sales volumes.
Direct Operating Expenses (Exclusive of Depreciation and Amortization) - The $16 million increase for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to increased share-based compensation as a result of a larger increase in the market price of CVR Energy’s common shares in the current period compared to the prior period, higher personnel costs, increased catalyst and chemical costs, and increased repairs and maintenance. The $55 million increase for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to higher personnel costs, increased repairs and maintenance, and increased catalyst, chemical, and electricity costs as a result of increased throughput volumes in 2026 due to the 2025 Refinery Turnaround in the prior period.
On a total throughput barrel basis, direct operating expenses during the three months ended September 30, 2026 increased $0.46 per barrel compared to the three months ended September 30, 2025, primarily due to higher direct operating expenses in the current period, partially offset by increased throughput volumes. For the nine months ended September 30, 2026, direct operating expenses decreased $0.56 per barrel compared to the nine months ended September 30, 2025 due to increased throughput volumes in the current period resulting from the 2025 Refinery Turnaround in the prior period, partially offset by the increased direct operating expenses discussed above in the current period.
Depreciation and Amortization Expense - The $4 million decrease for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily attributable to the Wynnewood Refinery’s turnaround assets being fully depreciated during April 2026. The $8 million increase for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to additions associated with the 2025 Refinery Turnaround, partially offset by the Wynnewood Refinery’s turnaround assets being fully depreciated during April 2026.
Selling, General, and Administrative Expenses - The $15 million increase for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to higher personnel costs, increased legal and consulting costs, and increased share-based compensation as a result of a larger increase in the market price of CVR Energy’s common shares in the current period. The $22 million increase for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to higher personnel costs combined with increased software, legal, and consulting costs.
September 30, 2026 | 37
Nitrogen Fertilizer Segment
Utilization and Production Volumes - The following table summarizes the ammonia utilization rates on a consolidated basis and production volumes for the Nitrogen Fertilizer Segment’s two manufacturing Facilities.
Utilization is an important measure used by management to assess operational output at each of the Facilities and is calculated as actual tons of ammonia produced divided by capacity. Utilization is presented solely on ammonia production, rather than on each nitrogen product, as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products. With production primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how we operate. Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. These metrics are presented in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Ammonia utilization rate | 80 | % | 95 | % | 94 | % | 96 | % | |||||||||||||||
Production volumes (thousands of tons) | |||||||||||||||||||||||
| Ammonia—gross produced | 175 | 208 | 609 | 621 | |||||||||||||||||||
| Ammonia—net available for sale | 46 | 59 | 179 | 181 | |||||||||||||||||||
| UAN | 294 | 337 | 971 | 1,005 | |||||||||||||||||||
On a consolidated basis, for the three months ended September 30, 2026 as compared to September 30, 2025, the Nitrogen Fertilizer Segment’s utilization decreased 15% primarily due to the 2026 Fertilizer Turnaround and other minor unplanned outages at the Facilities during the third quarter of 2026. For the nine months ended September 30, 2026 as compared to September 30, 2025, utilization decreased 2% primarily due to the aforementioned 2026 Fertilizer Turnaround, partially offset by the impact of control systems upgrades at the East Dubuque Fertilizer Facility and other minor unplanned outages at the Facilities during 2025.
Sales Volume and Pricing per Ton - Two of the Nitrogen Fertilizer Segment’s key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate, which represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Consolidated sales volumes (thousands of tons) | |||||||||||||||||||||||
| Ammonia | 36 | 48 | 164 | 165 | |||||||||||||||||||
| UAN | 327 | 328 | 971 | 1,009 | |||||||||||||||||||
Consolidated product pricing at gate (dollars per ton) | |||||||||||||||||||||||
| Ammonia | $ | 637 | $ | 531 | $ | 710 | $ | 561 | |||||||||||||||
| UAN | 309 | 348 | 348 | 307 | |||||||||||||||||||
For the three months ended September 30, 2026, ammonia sales volumes decreased by 25% due to lower ammonia production as a result of the 2026 Fertilizer Turnaround. For the nine months ended September 30, 2026, UAN sales volumes decreased by 4% due to lower consumer demand in the first half of 2026 as a result of the higher prices for UAN relative to other comparable fertilizer products.
For the three months ended September 30, 2026, ammonia sales prices increased by 20% due to strong fall demand and limited supply in the domestic inland ammonia market, combined with changes in market conditions described below, while UAN sales prices decreased by 11% due to lower market prices following the reset of UAN prices with the summer fill
September 30, 2026 | 38
program in July 2026. For the nine months ended September 30, 2026, ammonia and UAN sales prices increased by 27% and 13%, respectively. These increases were primarily due to changes in market conditions, driven by a combination of tight inventory levels as a result of the conflicts and tensions in the Middle East along with domestic and international production outages, logistics constraints, and other impacts that reduced global supply of nitrogen fertilizers.
Feedstock - Our Coffeyville Fertilizer Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Fertilizer Facility uses natural gas in its production of ammonia. These feedstocks for the Facilities are presented in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Petroleum coke used in production (thousands of tons) | 133 | 134 | 407 | 394 | |||||||||||||||||||
Petroleum coke used in production (dollars per ton) | $ | 45.50 | $ | 44.58 | $ | 41.38 | $ | 47.86 | |||||||||||||||
Natural gas used in production (thousands of MMBtus) (1) | 1,376 | 2,114 | 5,505 | 6,171 | |||||||||||||||||||
Natural gas used in production (dollars per MMBtu) (1) | $ | 3.09 | $ | 3.18 | $ | 3.89 | $ | 3.72 | |||||||||||||||
(1)The feedstock natural gas shown above does not include natural gas used for fuel, which is included in Direct operating expenses (exclusive of depreciation and amortization).
Market Indicators
The Nitrogen Fertilizer Segment maintains that the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
Corn and soybeans are two major crops planted by farmers in North America. Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle. Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”. As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle. Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle.
The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres. Additionally, an estimated 18 billion pounds of soybean oil is expected to be used in producing renewable fuels in marketing year 2026/2027.
Weather continues to be a critical variable for crop production. Even with escalating prices for nitrogen fertilizer, demand was strong for the spring 2026 planting season, primarily due to elevated grain prices and favorable weather conditions for planting. With high planted acres and above trendline yields per acre for corn in the United States in 2025, global inventory levels for corn remain above historical 10-year averages, but prices have risen in 2026 on expectations of lower carryout inventory levels compared to 2025. While soybean production declined slightly due to fewer planted acres in 2025, yields were above historical levels, and pricing has increased in the United States due in part to increased biofuel blending obligations set by the EPA increasing demand for soybean oil used in the production of biodiesel and renewable diesel.
The United States Department of Agriculture (“USDA”) estimates that in spring 2026 farmers planted 2.0% fewer corn acres and 7.0% more soybean acres compared to 2025. The combined estimated corn and soybean planted acres of 184 million in 2026 represents a 2.1% increase compared to the acreage planted in 2025. Due to the relative grain prices of corn versus soybeans, economics slightly favor planting corn compared to soybeans in 2026. Inventory levels of corn and soybeans are expected to be higher in 2026 but supportive of grain prices through the fall 2026 harvest.
September 30, 2026 | 39
The charts below show the corn-soybean rotational planting cycle and average fuel ethanol production volumes in the U.S.:
Corn and Soybean Planted Acres (1) | U.S. Plant Production of Fuel Ethanol (2) | |||||||
(1)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of September 30, 2026.
(2)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through September 30, 2026.
Given the current geopolitical events, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2027. Pet coke prices have fallen in the nine months ended September 30, 2026 compared to the same period in 2025, although prices increased slightly in the third quarter of 2026 compared to the third quarter of 2025. Pet coke prices are largely contractually set for 2026.
The charts below show relevant market indicators for the Nitrogen Fertilizer Segment by month through September 30, 2026:
Ammonia and UAN Market Pricing (1) | ||
(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, among others.
September 30, 2026 | 40
Natural Gas Market Pricing (1) | Pet Coke Market Pricing (1) | |||||||
(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, among others.
Nitrogen Fertilizer Segment Financial Highlights
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 146 | $ | 164 | $ | 528 | $ | 475 | |||||||||||||||
| Operating (loss) income | (4) | 51 | 139 | 132 | |||||||||||||||||||
| Net (loss) income | (11) | 43 | 117 | 109 | |||||||||||||||||||
EBITDA (1) | 20 | 71 | 205 | 191 | |||||||||||||||||||
| Cost of materials and other | $ | 25 | $ | 25 | $ | 82 | $ | 86 | |||||||||||||||
| Direct operating expenses | 90 | 58 | 211 | 173 | |||||||||||||||||||
| Depreciation and amortization | 23 | 20 | 65 | 59 | |||||||||||||||||||
| Selling, general, and administrative expenses | 11 | 9 | 29 | 24 | |||||||||||||||||||
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Overview - For the three months ended September 30, 2026, the Nitrogen Fertilizer Segment incurred an operating loss and net loss compared to operating income and net income for the three months ended September 30, 2025 resulting in a variance of $55 million and $54 million, respectively. These variances resulted from higher direct operating expenses, primarily associated with the 2026 Fertilizer Turnaround, and lower revenues which were due primarily to the decrease in UAN sales prices and ammonia sales volumes. For the nine months ended September 30, 2026, the Nitrogen Fertilizer Segment’s operating income and net income increased $7 million and $8 million, respectively, compared to the nine months ended September 30, 2025. These increases resulted from higher revenues which were due primarily to the increases in UAN and ammonia sales prices, partially offset by higher direct operating expenses primarily associated with the 2026 Fertilizer Turnaround and lower UAN sales volumes. See further discussions of these changes in “—Sales Volume and Pricing per Ton” above and “—Direct Operating Expenses (exclusive of depreciation and amortization)” below.
Net Sales - The $18 million decrease for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to unfavorable UAN sales prices and lower ammonia sales volumes reducing revenue by $19 million, partially offset by favorable ammonia sales prices contributing $4 million in higher revenue.
September 30, 2026 | 41
The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025:
| (in millions) | Price Variance | Volume Variance | |||||||||
| UAN | $ | (13) | $ | — | |||||||
| Ammonia | 4 | (6) | |||||||||
UAN and ammonia sales price variances were unfavorable and favorable, respectively, primarily due to the aforementioned market conditions discussed in “—Sales Volume and Pricing per Ton” above.
The $53 million increase for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to favorable UAN and ammonia sales prices contributing $64 million in higher revenue, partially offset by lower UAN sales volumes reducing revenues by $12 million.
The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025:
| (in millions) | Price Variance | Volume Variance | |||||||||
| UAN | $ | 40 | $ | (12) | |||||||
| Ammonia | 24 | (1) | |||||||||
Ammonia and UAN sales price variances were favorable primarily due to the aforementioned improved pricing and inventory conditions discussed in “—Sales Volume and Pricing per Ton” above.
Cost of Materials and Other - The $4 million decrease for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was driven primarily by lower natural gas feedstock volumes as a result of the 2026 Fertilizer Turnaround and decreased distribution costs, combined with decreased petroleum coke prices. The decrease was partially offset by unfavorable changes in inventory adjustments due to a smaller build of inventory, as well as increased natural gas feedstock prices, for the nine months ended September 30, 2026 compared to the prior-year period.
Direct Operating Expenses (exclusive of depreciation and amortization) - The $32 million increase and $38 million increase for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 was primarily a result of the 2026 Fertilizer Turnaround, increased personnel costs, and higher catalyst and chemical costs. For the three months ended September 30, 2026, these increases were also driven by the aforementioned unfavorable inventory impacts, partially offset by decreased utility costs as a result of lower electricity and natural gas consumption. For the nine months ended September 30, 2026, these increases were also driven primarily by increased repairs and maintenance costs.
Non-GAAP Measures
Our management uses certain non-GAAP measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP measures are important factors in assessing our operating results and profitability and include the measures defined below.
The following are non-GAAP measures we present for the periods ended September 30, 2026 and 2025:
EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.
Petroleum EBITDA and Nitrogen Fertilizer EBITDA - Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.
Refining Margin - The difference between our Petroleum Segment net sales and cost of materials and other.
September 30, 2026 | 42
Refining Margin per Throughput Barrel - Refining Margin divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.
Direct Operating Expenses per Throughput Barrel - Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.
Adjusted EBITDA, Petroleum Adjusted EBITDA, and Nitrogen Fertilizer Adjusted EBITDA - EBITDA, Petroleum EBITDA, and Nitrogen Fertilizer EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.
We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our U.S. GAAP results, including but not limited to our operating performance as compared to other publicly traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital and turnaround expenditures. Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.
Factors Affecting Comparability of Our Financial Results
Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future for the reasons discussed below.
Petroleum Segment
Major Scheduled Turnaround Activities - Total capitalized expenditures as part of planned turnarounds were $4 million and $165 million during the three months ended September 30, 2026 and 2025, respectively, and $5 million and $189 million during the nine months ended September 30, 2026 and 2025, respectively.
Renewable Fuel Standard - Based on the August 2026 SRE Decision, WRC’s obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $253 million for the three and nine months ended September 30, 2026. The August 2026 SRE Decision follows the EPA’s August 22, 2025 decision document issued to WRC, which granted full and partial waivers for WRC’s RFS obligation for the 2019 through 2024 compliance periods (the “August 2025 SRE Decision”) and reduced WRC’s RFS obligations by more than 424 million RINs, representing approximately $488 million for the three and nine months ended September 30, 2025. Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report for further details.
Nitrogen Fertilizer Segment
Major Scheduled Turnaround Activities - We incurred turnaround expenses of $27 million and $1 million during the three months ended September 30, 2026 and 2025, respectively, and $29 million and $2 million during the nine months ended September 30, 2026 and 2025, respectively.
September 30, 2026 | 43
Non-GAAP Reconciliations
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 563 | $ | 401 | $ | 449 | $ | 206 | |||||||||||||||
| Interest expense, net | 21 | 25 | 105 | 79 | |||||||||||||||||||
| Income tax expense (benefit) | 141 | 88 | 122 | (3) | |||||||||||||||||||
| Depreciation and amortization | 79 | 111 | 237 | 258 | |||||||||||||||||||
| EBITDA | 804 | 625 | 913 | 540 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Changes in RFS obligation, favorable (1) | (314) | (471) | (190) | (271) | |||||||||||||||||||
Unrealized loss on derivatives, net | 127 | 8 | 278 | 6 | |||||||||||||||||||
Inventory valuation impacts, (favorable) unfavorable | (35) | 18 | (173) | 27 | |||||||||||||||||||
| Adjusted EBITDA | $ | 582 | $ | 180 | $ | 828 | $ | 302 | |||||||||||||||
Reconciliation of Petroleum Segment Net Income to EBITDA and Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Petroleum net income | $ | 746 | $ | 520 | $ | 565 | $ | 223 | |||||||||||||||
| Interest expense (income), net | (7) | — | (9) | 5 | |||||||||||||||||||
| Depreciation and amortization | 48 | 52 | 150 | 142 | |||||||||||||||||||
| Petroleum EBITDA | 787 | 572 | 706 | 370 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Changes in RFS obligation, favorable (1) | (314) | (471) | (190) | (271) | |||||||||||||||||||
Unrealized loss on derivatives, net | 127 | 8 | 278 | 7 | |||||||||||||||||||
Inventory valuation impacts, (favorable) unfavorable (2) | (35) | 11 | (173) | 21 | |||||||||||||||||||
| Petroleum Adjusted EBITDA | $ | 565 | $ | 120 | $ | 621 | $ | 127 | |||||||||||||||
(1)Changes in the RFS liability include adjustments to reflect the August 2026 SRE Decision and the August 2025 SRE Decision in the amounts of $253 million and $488 million for the three and nine months ended September 30, 2026 and 2025, respectively, as well as the revaluation of the RVO. Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report for further discussion.
(2)The Petroleum Segment’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.
September 30, 2026 | 44
Reconciliation of Petroleum Segment Gross Profit to Refining Margin
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except throughput data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 3,138 | $ | 1,739 | $ | 7,482 | $ | 4,777 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of materials and other | (2,184) | (1,031) | (6,333) | (4,039) | |||||||||||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) | (129) | (113) | (361) | (306) | |||||||||||||||||||
| Depreciation and amortization | (48) | (52) | (150) | (142) | |||||||||||||||||||
| Gross profit | 777 | 543 | 638 | 290 | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Direct operating expenses (exclusive of depreciation and amortization) | 129 | 113 | 361 | 306 | |||||||||||||||||||
| Depreciation and amortization | 48 | 52 | 150 | 142 | |||||||||||||||||||
| Refining margin | $ | 954 | $ | 708 | $ | 1,149 | $ | 738 | |||||||||||||||
| Total throughput barrels per day | 227,637 | 215,968 | 218,339 | 169,848 | |||||||||||||||||||
| Days in the period | 92 | 92 | 273 | 273 | |||||||||||||||||||
| Total throughput barrels | 20,942,619 | 19,869,004 | 59,606,595 | 46,368,569 | |||||||||||||||||||
| Refining margin per total throughput barrel | $ | 45.56 | $ | 35.65 | $ | 19.28 | $ | 15.93 | |||||||||||||||
| Direct operating expenses per total throughput barrel | 6.15 | 5.69 | 6.06 | 6.62 | |||||||||||||||||||
Reconciliation of Nitrogen Fertilizer Segment Net (Loss) Income to EBITDA and Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Nitrogen Fertilizer net (loss) income | $ | (11) | $ | 43 | $ | 117 | $ | 109 | |||||||||||||||
| Interest expense, net | 8 | 8 | 23 | 23 | |||||||||||||||||||
| Depreciation and amortization | 23 | 20 | 65 | 59 | |||||||||||||||||||
| Nitrogen Fertilizer EBITDA and Adjusted EBITDA | $ | 20 | $ | 71 | $ | 205 | $ | 191 | |||||||||||||||
Liquidity and Capital Resources
Our primary source of liquidity is cash generated from operations which is primarily used for working capital, capital and turnaround expenditures, servicing debt obligations, and dividend payments to our stockholders when approved by the Board of Directors, as discussed further below. Certain external factors, such as volatile commodity prices, industry utilization rates, and market inventory supply, have adversely impacted and are expected to continue to adversely impact our businesses, particularly within our Petroleum segment.
On February 12, 2026, CVR Energy completed the issuance of $600 million in aggregate principal amount of 7.500% Senior Notes due 2031 (the “2031 Notes”) and $400 million in aggregate principal amount of 7.875% Senior Notes due 2034 (together with the 2031 Notes, the “Notes”). The net proceeds from the Notes were used to repay all of the aggregate principal balance under the Term Loan, redeem all of the outstanding 2029 Notes, and redeem $217 million aggregate principal amount of the outstanding 2028 Notes.
Also, on February 12, 2026, certain subsidiaries of CVR Energy entered into Amendment No. 5 to the CVR Energy ABL (the “CVR Energy ABL Amendment”) with a group of lenders and Wells Fargo Bank, National Association, as administrative agent, and collateral agent. The CVR Energy ABL Amendment amended that certain Amended and Restated ABL Credit
September 30, 2026 | 45
Agreement, dated December 20, 2012 (as amended, the “CVR Energy ABL”), to, among other things, (i) increase the aggregate principal amount available under the CVR Energy ABL by an additional $205 million, and (ii) extend the maturity date of the facility from June 2027 to February 2031. Refer to Part I, Item 1, Note 6 (“Long-Term Debt and Finance Lease Obligations”) of this Report and Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further discussion of the above mentioned items.
Despite the favorable outcomes of previous SRE petitions, the Company continues to accrue WRC’s 2026 RFS obligations at 100% of the required amount, which represents approximately 150 million RINs absent a waiver. No assurance can be given regarding the outcome or timing of the EPA’s decision on future SRE petitions.
While we believe that cash generated from operations, combined with existing cash and cash equivalents and access to available lines of credit, will be sufficient to meet anticipated cash requirements for our existing operations for the next 12 months, future expenditure—including those related to turnaround, capital projects, RFS obligations and other operational needs—may exceed current expectations. Our ability to generate sufficient cash from operations, monetize non-core assets, access capital markets, or incur additional debt is subject to these risks and uncertainties, as well as those discussed elsewhere in this Report. Our future liquidity also depends on our operational performance, which is influenced by a range of factors—economic, political, financial, and competitive— many of which are beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability.
Subject to business needs, contractual limitations, and market conditions, we may pursue financing strategies such as issuing equity or debt securities, incurring additional borrowings, or refinancing existing debt, through various means, including open market repurchases, redemptions, exchanges, tender offers or privately negotiated transactions. There can be no assurance that we will be able to do any of the foregoing or that any of the foregoing will be undertaken or, if pursued, completed on favorable terms. We closely monitor the amounts and timing of our sources and uses of funds and the availability of borrowings, if any, under the CVR Energy ABL, as defined below. Our ability to incur additional indebtedness could be restricted by the terms of our existing Senior Notes, the CVR Energy ABL, or the Term Loan. The Board will continue to evaluate the economic environment, the Company’s liquidity needs, optimal uses of cash, payment of dividends (if any), and other relevant factors, and may elect to make additional changes to the Company’s capital allocation in future periods.
The Company and its subsidiaries were in compliance with applicable financial covenants under their respective debt instruments as of September 30, 2026, and through the date of filing of this Report, as applicable.
Minimum Cash Requirement Related to the Acquisition
In connection with the Acquisition, the Company has agreed to maintain at least $500 million of unrestricted cash and cash equivalents until the closing of the Acquisition or the termination of the Purchase Agreement, which amount may increase by up to an additional $500 million from the proceeds of an equity offering completed by the Company after the execution of the Purchase Agreement. See “Recent Developments—Pending Acquisition of Northern PADD II Refining Assets” above and Part I, Item 1, Note 1 (“Organization and Nature of Business”) of this Report for further information regarding the Acquisition and the related financing transactions.
Cash Balances and Other Liquidity
As of September 30, 2026, we had total liquidity of approximately $1.9 billion, which consists of $1.3 billion of consolidated cash and cash equivalents, $530 million available under the CVR Energy ABL, and $45 million available under the CVR Partners’ Credit Agreement (“CVR Partners ABL”). As of December 31, 2025, we had total liquidity of approximately $807 million, which consisted of $511 million of consolidated cash and cash equivalents, $248 million available under the CVR Energy ABL, and $48 million available under the CVR Partners ABL.
September 30, 2026 | 46
Long-term debt consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| CVR Energy: | |||||||||||
7.500% Senior Notes, due February 2031 | $ | 600 | $ | — | |||||||
7.875% Senior Notes, due February 2034 | 400 | — | |||||||||
8.500% Senior Notes, due January 2029 | — | 600 | |||||||||
5.750% Senior Notes, due February 2028 | 183 | 400 | |||||||||
| Unamortized debt issuance costs | (12) | (3) | |||||||||
| Total CVR Energy debt | 1,171 | 997 | |||||||||
Petroleum Segment: | |||||||||||
| Term Loan | — | 154 | |||||||||
| Unamortized debt discount and debt issuance costs | — | (3) | |||||||||
Total Petroleum Segment debt | — | 151 | |||||||||
Nitrogen Fertilizer Segment: | |||||||||||
6.125% Senior Secured Notes, due June 2028 | 550 | 550 | |||||||||
| Unamortized debt issuance costs | (1) | (2) | |||||||||
Total Nitrogen Fertilizer Segment debt | 549 | 548 | |||||||||
| Total long-term debt | 1,720 | 1,696 | |||||||||
| Current portion of long-term debt | — | 3 | |||||||||
| Total long-term debt, including current portion | $ | 1,720 | $ | 1,699 | |||||||
Refer to Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of our 2025 Form 10-K for further discussion of these debt instruments.
Capital Spending
We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects and projects required to comply with environmental, health, and safety regulations. Growth capital projects generally involve an expansion of existing capacity, reliability improvements, and/or a reduction in direct operating expenses. We undertake growth capital spending based on the expected return on incremental capital employed, which is typically funded by reserves taken in prior years.
Our total capital expenditures for the nine months ended September 30, 2026, along with our estimated expenditures for 2026, by segment, are as follows:
| Nine Months Ended September 30, 2026 Actual | 2026 Estimate | |||||||||||||||||||||||||||||||
| Maintenance | Growth | Total | ||||||||||||||||||||||||||||||
(in millions) | Maintenance | Growth | Total | Low | High | Low | High | Low | High | |||||||||||||||||||||||
| Petroleum | $ | 55 | $ | 24 | $ | 79 | $ | 80 | $ | 87 | $ | 34 | $ | 36 | $ | 114 | $ | 123 | ||||||||||||||
| Nitrogen Fertilizer | 41 | 25 | 66 | 55 | 63 | 40 | 41 | 95 | 104 | |||||||||||||||||||||||
| Other | 2 | — | 2 | 11 | 12 | — | 1 | 11 | 13 | |||||||||||||||||||||||
| Total | $ | 98 | $ | 49 | $ | 147 | $ | 146 | $ | 162 | $ | 74 | $ | 78 | $ | 220 | $ | 240 | ||||||||||||||
Our estimated capital expenditures are subject to further change due to changes in capital projects’ cost, scope, and completion time. For example, we may experience labor or equipment cost changes necessary to comply with government regulations or to complete projects that sustain the operations of the refineries or facilities. The UAN GP Board determines CVR Partners’ capital spending. We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans. We may also accelerate or defer some capital expenditures from time to time. For example, as described further above, volatile commodity pricing and higher industry utilization and oversupply have had an unfavorable impact on our business and have negatively impacted our cash from operating activities and liquidity. As a result,
September 30, 2026 | 47
in October 2024, the Board elected to suspend payment of the cash dividend, defer new growth capital spending, and reduce certain expected capital expenditures, as further discussed under “Liquidity and Capital Resources” above.
The Petroleum Segment’s next planned turnaround is currently scheduled to take place during 2027 at the Wynnewood Refinery. There were $4 million and $165 million of capitalized turnaround expenditures during the three months ended September 30, 2026 and 2025, respectively, and $5 million and $189 million during the nine months ended September 30, 2026 and 2025, respectively.
The 2026 Fertilizer Turnaround commenced in late August 2026 and was completed in mid-October 2026, with a total cost of approximately $37 million. Turnaround costs in the Nitrogen Fertilizer Segment are not capitalized, but instead are expensed as incurred within Direct operating expenses (exclusive of depreciation and amortization), and are expected to be funded through cash reserves taken preceding the turnaround.
Cash Requirements
Debt obligations - Except as outlined above and in Part I, Item 1, Note 6 (“Long-Term Debt and Finance Lease Obligations”) of this Report, there have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, outside the ordinary course of business.
Dividends to CVR Energy Stockholders
Dividends, if any—including the amount and timing—are determined at the discretion of the board of directors of the Company (the “Board”). IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each applicable record date. The following table presents quarterly dividends paid to the Company’s stockholders, including IEP, during 2026 and 2025 (amounts presented in the table below may not add to totals presented due to rounding):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Public stockholders | $ | 3 | $ | — | $ | 6 | $ | — | |||||||||||||||
| IEP | 7 | — | 14 | — | |||||||||||||||||||
| Total dividends paid | $ | 10 | $ | — | $ | 20 | $ | — | |||||||||||||||
| Dividends per share | $ | 0.10 | $ | — | $ | 0.20 | $ | — | |||||||||||||||
For the third quarter of 2026, the Company, upon approval by the Board on November 3, 2026, declared a cash dividend of $0.10 per share, or $10 million, which is payable November 23, 2026 to shareholders of record as of November 16, 2026. Of this amount, IEP will receive $7 million due to its ownership interest in the Company’s shares.
Distributions to CVR Partners’ Unitholders
Distributions, if any—including the amount, timing, and the UAN GP Board’s distribution policy—are subject to change at the discretion of the UAN GP Board. This includes the definition of available cash and any related reserves, which may be adjusted based on the UAN GP Board’s judgment and prevailing business concerns. The following table presents quarterly
September 30, 2026 | 48
distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company and IEP, during 2026 and 2025 (amounts presented in the table below may not add to totals presented due to rounding):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per unit data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Public unitholders | $ | 39 | $ | 25 | $ | 67 | $ | 51 | |||||||||||||||
| IEP | 2 | 1 | 3 | 2 | |||||||||||||||||||
| CVR Energy | 24 | 15 | 40 | 31 | |||||||||||||||||||
| Total distributions paid | $ | 64 | $ | 41 | $ | 110 | $ | 83 | |||||||||||||||
Distributions per common unit (1) | $ | 6.08 | $ | 3.89 | $ | 10.45 | $ | 7.90 | |||||||||||||||
(1)Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.
For the third quarter of 2026, upon approval by the UAN GP Board on November 3, 2026, CVR Partners declared a distribution of $1.79 per common unit, or approximately $19 million, which is payable November 23, 2026 to unitholders of record as of November 16, 2026. Of this amount, CVR Energy and IEP will receive approximately $7 million and less than $1 million, respectively, with the remaining amount payable to public unitholders.
Cash Flows
The following table sets forth our consolidated cash flows for the periods indicated below:
| Nine Months Ended September 30, | |||||||||||||||||
| (in millions) | 2026 | 2025 | Change | ||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
Operating activities | $ | 1,026 | $ | 144 | $ | 882 | |||||||||||
Investing activities | (147) | (309) | 162 | ||||||||||||||
Financing activities | (112) | (152) | 40 | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 767 | $ | (317) | $ | 1,084 | |||||||||||
Operating Activities
The change in operating cash flows for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, was primarily driven by higher net income in 2026 of approximately $491 million after considering non-cash adjustments. In addition, working capital provided a favorable impact of approximately $391 million, primarily due to higher commodity prices affecting accounts receivable, accounts payable and inventory, as well as an increase in the RFS obligation resulting from higher RIN prices coupled with an increase in renewable volume requirements for the 2026 and 2027 compliance years in the current period.
Investing Activities
The change in net cash used in investing activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to a decrease in turnaround expenditures of $194 million due to the 2025 Refinery Turnaround, partially offset by an increase in spending related to capital projects.
Financing Activities
The change in net cash used for financing activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to the cash inflow of $1.0 billion received from issuance of the Notes during 2026 being used to fund principal payments on the 2029 Notes and 2028 Notes of $817 million and the Term Loan of $157 million, as well as the $25 million call premium on the 2029 Notes, whereas in the prior period the $92 million of Term Loan principal payments was funded with cash on hand. The Company also paid deferred financing costs of $15 million related
September 30, 2026 | 49
to the issuance of the Notes and an additional $37 million in dividends and distributions to CVR Energy stockholders and CVR Partners noncontrolling interest holders in 2026 compared to the prior year.
Critical Accounting Estimates
Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 2025 Form 10-K. No modifications have been made during the three and nine months ended September 30, 2026 to these estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks as of and for the three and nine months ended September 30, 2026, as compared to the risks discussed in Part II, Item 7A of our 2025 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company has evaluated, under the direction and with the participation of the Chief Executive Officer and Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Company’s Chief Executive Officer and Interim Chief Financial Officer concluded that disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no material changes in our internal controls over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended September 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
September 30, 2026 | 50
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 12 (“Commitments and Contingencies”) of this Report, which is incorporated by reference into this Part II, Item 1, for a description of certain litigation, legal, and administrative proceedings and environmental matters.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors disclosed in our 2025 Form 10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition, and/or results of operations.
The Acquisition is subject to a number of conditions, including regulatory approvals, some of which may be outside either party’s control, and the failure to satisfy or obtain any of them could delay the Acquisition or cause the Purchase Agreement to be terminated in accordance with its terms.
The closing of the Acquisition remains subject to the satisfaction or waiver of certain closing conditions, including expiration or termination of the waiting period under the HSR Act and any related agreement with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”). In connection with the Acquisition, we and MPC have each filed the required notification and report forms under the HSR Act with the Antitrust Division and the U.S. Federal Trade Commission.
Under the terms of the Purchase Agreement, the Acquisition is required to close no later than 270 days after the execution of the Purchase Agreement (subject to extension to up to 360 days in specified circumstances), subject to the satisfaction or waiver of certain closing conditions. Any delay in closing or a failure to close could have a negative impact on our business and the trading price of our common stock.
Even after the expiration or termination of the HSR Act waiting period, the Antitrust Division or any state regulatory agency could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Acquisition or requiring us or MPC to agree to other remedies or requirements. We cannot be certain that we or MPC will prevail in the face of legal challenges to the Acquisition. Failure to prevail in any legal challenge to the Acquisition may result in the delay or abandonment of the Acquisition.
These conditions to the completion of the Acquisition, some of which are beyond our control and/or the control of MPC, may not be satisfied or waived in a timely manner or at all. Accordingly, the Acquisition may be delayed or not completed.
As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations, obligations or costs or place restrictions on our conduct after the Acquisition Closing Date. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Acquisition or of imposing additional costs or limitations on us following the closing of the Acquisition, any of which may have an adverse effect on us.
Additionally, either we or the Sellers may terminate the Purchase Agreement under certain circumstances specified therein, subject to the payment of a “termination fee” in certain cases. If we are required to pay a termination fee, our liquidity and financial condition could be adversely affected.
The Acquisition may not be completed within the expected timeframe or at all, and the failure to complete the Acquisition may negatively affect the trading price of our common stock and our financial results.
The Acquisition is subject to risks and uncertainties, including (i) the risk that the Acquisition may not be completed, or may not be completed within the expected timeframe, including as a result of the possibility that a governmental entity may prohibit, delay or refuse an approval required to complete the Acquisition, and (ii) the risk that costs relating to the Acquisition (including in respect of the financing of the Acquisition) may be greater than expected. If the Acquisition is not completed or if there are significant delays in completing the Acquisition, any such failure or delay could negatively affect the trading price of our common stock, adversely affect our future business and financial results and result in our failure to realize anticipated
September 30, 2026 | 51
synergies. Any failure to consummate the Acquisition could also result in a negative reaction from the financial markets, particularly if the current market prices reflect market assumptions that the Acquisition will be consummated, which could cause the value of our common stock to decline.
The Acquisition may present certain risks to our business and operations prior to the Acquisition Closing Date.
Our business and operations are subject to various risks related to the Acquisition prior to the Acquisition Closing Date, including:
•uncertainty about the effect of the Acquisition on employees, customers, suppliers and other persons with whom we or MPC have a business relationship, which could have an adverse effect on our business, operations and stock price;
•the Acquisition may disrupt our current business plans and operations;
•our management’s attention may be directed toward the completion of the Acquisition and diverted away from our day-to-day business operations;
•we may incur significantly higher transaction costs than we currently anticipate, such as legal, financing and accounting fees, and other costs, fees, expenses and charges related to the Acquisition, whether or not the transaction is completed; and
•the Acquisition may not be completed, which may have an adverse effect on our stock price and future business and financial results.
We may fail to realize all of the anticipated benefits of the Acquisition, or those benefits may take longer to realize than expected.
We expect to devote significant management attention to closing the Acquisition and, if it closes, integrating the operations of the Target Assets with CVR Energy. In the event the Acquisition closes, we may experience disruptions to our business and, if the integration is ineffective, such disruptions could prevent us from realizing the full expected benefits of the Acquisition. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Acquisition could cause an interruption or loss of momentum in our operations.
If the Acquisition successfully closes, difficulties in integrating the Target Assets into our business may include unforeseen operating difficulties and difficulties in coordinating geographically dispersed operations and facilities; additional and unfamiliar legal and regulatory requirements in Minnesota and North Dakota, where we do not currently operate refineries, including the ability to obtain, retain or renew the environmental and other governmental permits, licenses or authorizations necessary for the operation of the Target Assets; and the need to invest further in operational, financial and management information systems. Compliance with these requirements may increase our costs and complicate the integration and operation of the Target Assets. Even if integration of the Target Assets is successful, the financial and operational results may differ materially from our assumptions and forecasts due to unforeseen expenses, delays, conditions and liabilities. In addition, we may incur unanticipated costs or expenses following the Acquisition, including post-closing asset impairment charges, and other liabilities. Under the Purchase Agreement, we will also assume certain liabilities relating to the Target Assets, and the costs of satisfying those liabilities may exceed our estimates.
Furthermore, the successful closing of the Acquisition and the subsequent integration of the Target Assets into our business may result in material unanticipated problems, expenses, charges, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management’s attention. Additional integration challenges may include difficulty in achieving anticipated growth prospects and other benefits from the Acquisition; the failure to maintain appropriate and consistent operating policies and internal controls across our business and the various geographic regions in which we operate, which could adversely affect our business and results of operations as a result of inconsistent operating, financial and legal practices; and involvement in labor, commercial or regulatory disputes or litigation relating to the acquired operations. Many of these factors will be outside of our control and any one of them could result in increased costs, including restructuring charges, decreases in revenues and diversion of management’s time and energy, which could adversely affect our business, financial condition and results of operations. Additionally, achieving the anticipated benefits, including synergies and cost savings, is subject to a number of uncertainties, including whether the business acquired can be operated in the manner we intend and whether our costs to fund the Acquisition will be consistent with our expectations. Our success in realizing these synergies and cost savings, and the timing of this realization, depends on many factors, many of which are outside our control. Even if we consummate the Acquisition successfully, this may not result in the full realization of the synergies and cost savings that we currently expect, either within the expected timeframe or at all. In addition, the costs to achieve these synergies and cost savings
September 30, 2026 | 52
may be higher than we anticipate. If our synergies and cost savings are less than our estimates, cost more or take longer to implement than we project, or our assumptions prove to be inaccurate, our results could be lower than we anticipate, which could adversely affect the market price of our common stock.
Thus, the integration of the Target Assets may be unpredictable, and subject to delays or changed circumstances. The acquired business may not perform in accordance with our expectations, and our expectations with respect to integration, synergies or cost savings as a result of the Acquisition may not materialize. In addition, our anticipated costs to achieve the integration of the Target Assets may differ significantly from our current estimates. The integration may place an additional burden on our management and internal resources, and the diversion of management’s attention during the integration process could have an adverse effect on our business, financial condition and expected operating results.
Upon closing of the Acquisition, the Target Assets may underperform relative to our expectations.
Following completion of the Acquisition, we may not be able to maintain the levels of production, operating efficiency, revenue or earnings that the Target Assets or we have historically achieved. The business and financial performance of the Target Assets are subject to certain risks and uncertainties, including the risk of a material decline in production levels at the Target Assets, potential operating hazards, downtime and damage to the Target Assets from accidents, fires, severe weather, floods or other natural disasters or other unscheduled shutdowns, and exposure to the risks associated with volatile margins in the refining industry and with volatile crude oil, refined product and feedstock prices and associated market conditions.
Following the closing of the Acquisition, we may be unable to achieve the same growth, revenues and profitability that the Target Assets have achieved in the past.
We will incur a substantial amount of indebtedness in connection with the financing of the Acquisition.
We expect to partially fund the Acquisition by incurring additional third-party indebtedness, including the Permanent Financing and/or, to the extent necessary, borrowings under the Bridge Facility, as well as borrowings under the CVR Energy ABL. We face risks associated with increases in overall indebtedness. The Target Assets and CVR Energy may not be able to generate sufficient cash flow to service and repay this indebtedness, and we may not be able to refinance such indebtedness on favorable terms, or at all. If we are unable to service our indebtedness and fund our operations, we may be forced to, among other things, reduce or delay capital expenditures, seek additional capital, sell assets, or refinance our indebtedness. Any such action may not be successful, and we may be unable to service such indebtedness. Any of the above risks could have a material adverse effect on our business, financial condition, results of operations, cash flows or the market price of our common stock.
We expect to incur substantial expenses related to the Acquisition and to the integration of the Target Assets into our business, and the expenses may be greater than anticipated due to unexpected events.
We have incurred and expect to incur a number of significant non-recurring costs associated with the Acquisition and, upon closing of the Acquisition, the integration of the Target Assets into our business. These costs include legal, financial advisory, accounting, consulting and other advisory fees, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. In addition, we expect to incur integration costs following the closing of the Acquisition as we integrate the Target Assets’ operations with ours, including facilities and systems consolidation costs. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, compliance, treasury management, refinery and terminal operations, vendor management, risk management, lines of business and pricing.
While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of these expenses. Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. These expenses may result in us recording increased expenses as a result of the Acquisition or the integration of the Target Assets into our business, and the amount and timing of such charges are uncertain at present and could exceed initial estimates.
September 30, 2026 | 53
Litigation relating to the Acquisition could result in an injunction preventing the completion of the Acquisition and/or substantial costs to us.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into significant acquisitions, mergers or other business combination agreements, like the Purchase Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our business, financial condition and results of operations.
Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Purchase Agreement already implemented and to otherwise enjoin the parties from consummating the Acquisition. One of the conditions to the completion of the Acquisition is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Acquisition. As such, if an injunction prohibiting the consummation of the Acquisition is obtained, that injunction may prevent the Acquisition from closing or from closing within the expected timeframe or at all, which may adversely affect our business, financial condition and results of operations.
Item 5. Other Information
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
Item 6. Exhibits
| INDEX TO EXHIBITS | ||||||||
| Exhibit Number | Exhibit Description | |||||||
10.1*Õ | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 31.3* | ||||||||
| 32.1† | ||||||||
| 101* | The following financial information for CVR Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted Inline XBRL (“Extensible Business Reporting Language”) includes: (i) Condensed Consolidated Balance Sheets (unaudited), (ii) Condensed Consolidated Statements of Operations (unaudited), (iii) Condensed Consolidated Statement of Changes in Equity (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited) and (v) the Notes to Condensed Consolidated Financial Statements (unaudited), tagged in detail. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| † | Furnished herewith. | ||||
Õ | Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or other similar attachment to the U.S. Securities and Exchange Commission upon request. | ||||
PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company, its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These
September 30, 2026 | 54
disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company, its business or operations on the date hereof.
September 30, 2026 | 55
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 thereunto duly authorized.
| CVR Energy, Inc. | |||||||||||
| November 3, 2026 | By: | /s/ Richard J. Roberts, Jr. | |||||||||
| Interim Chief Financial Officer, Vice President - Financial Planning & Analysis and Investor Relations | |||||||||||
| (Principal Financial Officer) | |||||||||||
| November 3, 2026 | By: | /s/ Jeffrey D. Conaway | |||||||||
| Vice President, Chief Accounting Officer and Corporate Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||
September 30, 2026 | 56
Exhibit 10.1
AMENDMENT NO. 1 TO COFFEYVILLE MASTER SERVICE AGREEMENT
This Amendment No. 1 to Coffeyville Master Service Agreement (this “Amendment”), dated as of July 24, 2026 (“Effective Date”), is by and between CVR Refining CVL, LLC, a Delaware limited liability company (“CVL Hydrocarbon”), CVR Common Assets CVL, LLC, a Delaware limited liability company (“CVL Common Asset Co.” and, collectively with CVL Hydrocarbon, “CVL”) and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (“CRNF”). CVL and CRNF are each referred to herein individually as a “Party” and together as the “Parties.” Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.
WHEREAS, Coffeyville Resources Refining & Marketing, LLC (“CRRM”), and CRNF have previously entered into that certain Coffeyville Master Service Agreement, dated February 19, 2020, but effective as of January 1, 2020, as amended (the “Agreement”);
WHEREAS, CRRM assigned all right title and interest in the Agreement to CVL pursuant to that certain Assignment and Assumption Agreement dated February 1, 2023 (the “Assignment”);
WHEREAS, CRNF requires additional area adjacent to its existing operations for (i) the installation, construction, operation and maintenance of an ultrafiltered water line, including but not limited to a 50-foot right-of-way and area for associated facilities, and (ii) the construction and operation of a diesel exhaust fluid (“DEF”) truck loading rack; and
WHEREAS, CVL desires to provide such additional area to CRNF.
NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that the Agreement is hereby amended as of the Effective Date, as follows:
1. AMENDMENT.
I.Assignees.
References to CRRM in the Agreement, including all Exhibits, are deleted in their entirety and replaced with CVL Hydrocarbon or CVL Common Asset Co., as applicable, in accordance with the Assignment.
II.Exhibit A – Cross Easements
A.Easements for Specific Operations.
1
1.Section 2.3 of Exhibit A is hereby amended by adding a new subsection (L) to read as follows:
“(L) CVL Hydrocarbon hereby grants to CRNF, for use by its agents, employees, contractors, licensees and lessees, as an appurtenance to the Fertilizer Parcel, a perpetual, non-exclusive easement and right of way for the installation, construction, maintenance and operation of an ultrafiltered water pipeline and associated facilities as depicted on Annex S to Exhibit A of the Agreement (the “UFW Easement”).”
2.Section 7.3 of Exhibit A is hereby amended to add reference to the new Annex S depicting the UFW Easement.
3.Attachment 1, which is attached and incorporated herein, is hereby added as Annex S to Exhibit A.
III.Exhibit F – Lease
A.Premises.
1.The following paragraph is added to the end of Section 1 of Exhibit F to the Agreement:
“Subject to the covenants and conditions of this Lease, CVL Hydrocarbon leases to CRNF, and CRNF leases from CVL Hydrocarbon, a tract of land containing 13,180 square feet, more or less, located adjacent to CRNF's existing operations for the construction and operation of a DEF truck loading rack, as more particularly described in Annex A, attached and incorporated herein (the “DEF Rack Site”). The DEF Rack Site shall be part of and is included as a portion of the Premises herein.”
2.Attachment 2, which is attached and incorporated herein, is hereby added to Annex A of Exhibit F.
B.Use of Premises. Section 2 of Exhibit F is hereby amended by adding a new subsection (d) to read as follows:
“(d) The DEF Rack Site may be used for the construction, installation, operation, and maintenance of a DEF truck loading rack and related facilities, equipment, and infrastructure, subject to compliance with all applicable laws, regulations, and permit requirements.”
C.Rent Payments. Section 4 of Exhibit F is hereby amended to add the following paragraph to the end of Section 4:
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“CRNF shall pay to CVL Hydrocarbon monthly installments of One Thousand Dollars ($1,000) per month for its use of the DEF Rack Site and such amount shall be included in the term “Monthly Rent” which shall be due and payable on the first day of each calendar month, in advance and without notice or demand, and shall be subject to the CPI adjustments described in the foregoing paragraph.”
2. GOVERNING LAW AND VENUE.
This Amendment shall be governed by and construed in accordance with the laws of the State of Texas without regard to the conflict of laws principles of said State. The Parties agree that any action brought in connection with this Amendment may be maintained in any court of competent jurisdiction located in Houston, Texas, and each Party agrees to submit personally to the jurisdiction of any such court and hereby waives the defenses of forum non-conveniens or improper venue with respect to any action brought in any such court in connection with this Amendment.
3. COUNTERPARTS.
This Amendment may be executed in one or more counterparts, any one of which may be by facsimile, and all of which taken together shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by electronic transmission, including by electronic mail in portable document format (“.pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Amendment as to the Parties and may be used in lieu of an original Amendment for all purposes.
4. MISCELLANEOUS.
Except as expressly amended by this Amendment, the Agreement remains in full force and effect and is unmodified. In the event of any conflict or inconsistency between this Amendment and the Agreement, this Amendment shall control.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
[signatures on following page]
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CVR REFINING CVL, LLC
By:/s/Brent E. Traxel___________ __ ____
Name: Brent E. Traxel
Title: Vice President and General Manager
Date: July 24, 2026
Name: Brent E. Traxel
Title: Vice President and General Manager
Date: July 24, 2026
CVR COMMON ASSETS CVL, LLC
By:/s/Brent E. Traxel___________________
Name: Brent E. Traxel
Title: Vice President and General Manager
Date: July 24, 2026
Name: Brent E. Traxel
Title: Vice President and General Manager
Date: July 24, 2026
COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC
By:/s/Robby Collums___________________
Name: Robby Collums
Title: Vice President and General Manager
Date: July 24, 2026
Name: Robby Collums
Title: Vice President and General Manager
Date: July 24, 2026
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OMITTED ATTACHMENTS
The Attachments listed below have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or other similar attachment to the U.S. Securities and Exchange Commission upon request.
A list of the omitted attachments is as follows:
Attachment 1 – ANNEX S to Exhibit A to the Agreement, Description of UFW Easement
Attachment 2 – SUPPLEMENT TO ANNEX A to Exhibit F to the Agreement, Legal Description of the DEF Rack Site
Exhibit 31.1
Certification of President and Chief Executive Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dane J. Neumann, certify that:
1.I have reviewed this report on Form 10-Q of CVR Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ DANE J. NEUMANN | ||||
| Dane J. Neumann | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: November 3, 2026
Exhibit 31.2
Certification of Interim Chief Financial Officer, Vice President - Financial Planning & Analysis and Investor Relations
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard J. Roberts, Jr., certify that:
1.I have reviewed this report on Form 10-Q of CVR Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ RICHARD J. ROBERTS, JR. | ||||
| Richard J. Roberts, Jr. | |||||
| Interim Chief Financial Officer, Vice President - Financial Planning & Analysis and Investor Relations | |||||
| (Principal Financial Officer) | |||||
Date: November 3, 2026
Exhibit 31.3
Certification of Vice President, Chief Accounting Officer and Corporate Controller
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffrey D. Conaway, certify that:
1.I have reviewed this report on Form 10-Q of CVR Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ JEFFREY D. CONAWAY | ||||
| Jeffrey D. Conaway | |||||
| Vice President, Chief Accounting Officer and Corporate Controller | |||||
| (Principal Accounting Officer) | |||||
Date: November 3, 2026
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing of the Quarterly Report of CVR Energy, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of such officer’s knowledge and belief:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
| By: | /s/ DANE J. NEUMANN | ||||
| Dane J. Neumann | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| By: | /s/ RICHARD J. ROBERTS, JR. | ||||
| Richard J. Roberts, Jr. | |||||
| Interim Chief Financial Officer, Vice President - Financial Planning & Analysis and Investor Relations | |||||
| (Principal Financial Officer) | |||||
| By: | /s/ JEFFREY D. CONAWAY | ||||
| Jeffrey D. Conaway | |||||
| Vice President, Chief Accounting Officer and Corporate Controller | |||||
| (Principal Accounting Officer) | |||||
Dated: November 3, 2026