Cvr Partners, LP 10-Q for FY2026 Q3
Cvr Partners, LP (UAN)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Cvr Partners, LP filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
CVR Partners reported a third-quarter operating loss and net loss for 2026, with variances of $54.3 million and $53.8 million, respectively, versus 2025; nine-month operating income and net income increased $7.3 million and $7.7 million, respectively. 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
- $146.15M
- down 10.6% from $163.55M a year earlier
- Net loss
- $10.74M
- compared with net income of $43.07M a year earlier
- Diluted EPS
- -$1.02
- compared with $4.08 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: 001-35120
(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.
| Large 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 10,569,637 common units representing limited partner interests of CVR Partners, LP (“common units”) outstanding at October 30, 2026.
TABLE OF CONTENTS
CVR PARTNERS, LP - 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 Partners’ Capital - 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, 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, unit repurchases, impacts of legal proceedings, legislation, policies or regulations, 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 meet certain carbon capture and sequestration milestones;
•our ability to successfully implement business strategies and the timing thereof, including significant capital programs or projects, turnarounds or other initiatives;
•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 business;
•our ability to generate distributable cash or make cash distributions on our common units, including reserves and future uses of cash;
•expectations regarding global production levels, including our production levels;
•expectations regarding the volatile, cyclical, and seasonal nature of our business;
•expectations of asset useful lives and impairments and impacts thereof and realizable inventory value;
•expectations of the cost and value of payouts under or in connection with our equity and non-equity incentive plans;
•expected competition in the nitrogen fertilizer business and foreign wheat and coarse grain production, including impacts thereof as a result of farm planting acreage, domestic and global supply and demand, and domestic or international duties, tariffs or other factors; 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 the 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;
•risks related to our dependence on significant third-party suppliers and customers;
•the ability of our general partner, CVR GP, LLC (“General Partner”), to modify or revoke our distribution policy at any time;
•the impact of weather on our business, including our ability to produce, market, sell, transport or deliver fertilizer products profitably or at all;
•risks related to potential strategic transactions involving CVR Partners, LP (“CVR Partners”), or interests therein, in which our affiliate, CVR Energy, Inc. (together with its subsidiaries, but excluding CVR Partners and its subsidiaries, “CVR Energy”), and its controlling shareholder or others may participate;
•the impacts of existing and future laws, regulations, rules, policies, or rulings, including changes, amendments, reinterpretation or amplification thereof and the actions of the current administration or future administrations relating thereto, including potential liabilities or capital requirements arising therefrom and the impacts thereof on macroeconomic factors, consumer activity or otherwise;
•the effects of alternative energy or fuel sources and impacts on corn prices (ethanol), and the end-use and application of fertilizers;
•impacts of rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;
September 30, 2026 | 3
•risks related to our lack of asset diversification;
•risks related to product pricing, including spot and contracted sales, the timing thereof, and our ability to realize market prices, in full or at all;
•the effects of accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, people, or equipment, or those of our suppliers or customers;
•risks related to potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters;
•the effects of the volatile nature of ammonia, potential liability for accidents involving ammonia including damage or injury to persons, property, the environment or human health and increased costs related to the transport or production of ammonia;
•the impact of potential runoff of water containing hazardous substances into waterways and regulatory or legal actions in response thereto;
•the effects of potential labor supply shortages, labor difficulties, labor disputes or strikes;
•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;
•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;
•risks related to our capital structure, including our ability to issue securities, the impacts of securities issuances on securities prices or dilution, instability and volatility in the capital and credit markets, restrictions in our debt agreements and our ability to refinance our debt on acceptable terms or at all;
•the effect of the potential loss of transportation cost advantage over our competitors;
•risks related to our reliance on CVR Energy’s management team and conflicts of interest they may face operating each of CVR Partners and CVR Energy;
•risks related to control of our General Partner by CVR Energy and control of CVR Energy by its controlling shareholder, which could result in competition, transactions, or conflicts with CVR Energy and its affiliates;
•the impact of potential changes in our treatment as a partnership for U.S. federal income or state tax purposes;
•risks related to the number of investors willing to hold or acquire our common units and impacts of any changes in ownership of our common units by CVR Energy, Mr. Carl C. Icahn, or their affiliates, or of CVR Energy’s common stock by Mr. Carl C. Icahn or his affiliates;
•the effects of operating hazards and interruptions at our facilities, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;
•the risk of changes in tax and other laws, regulations and policies, including the One Big Beautiful Bill Act; 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 and 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.CVRPartners.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 | 4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| (in thousands, except unit data) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND PARTNERS’ CAPITAL | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable to affiliates | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Long-term debt and finance lease obligation, net of current portion | |||||||||||
| Long-term deferred revenue | |||||||||||
| Other long-term liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Partners’ capital: | |||||||||||
Common unitholders, | |||||||||||
| General partner interest | |||||||||||
| Total partners’ capital | |||||||||||
| Total liabilities and partners’ capital | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 5
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per unit 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 | |||||||||||||||||||||||
| Loss on asset disposal and project write-offs | |||||||||||||||||||||||
| Operating (loss) income | ( | ||||||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||
Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| (Loss) Income before income taxes | ( | ||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | $ | ||||||||||||||||||
| Basic and diluted (loss) earnings per common unit | $ | ( | $ | $ | $ | ||||||||||||||||||
| Weighted-average common units outstanding: | |||||||||||||||||||||||
Basic and Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 6
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(unaudited)
| Common Units | General Partner Interest | Total Partners’ Capital | |||||||||||||||||||||||||||||||||
| (in thousands, except unit data) | Issued | Amount | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Net loss | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Common Units | General Partner Interest | Total Partners’ Capital | |||||||||||||||||||||||||||||||||
| (in thousands, except unit data) | Issued | Amount | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Cash distributions to common unitholders - Non-affiliates | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
September 30, 2026 | 7
CVR PARTNERS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Other adjustments | |||||||||||
| Changes in working capital: | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Other current liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Return of equity method investment | |||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Cash distributions to common unitholders - Affiliates | ( | ( | |||||||||
| Cash distributions to common unitholders - Non-affiliates | ( | ( | |||||||||
| Principal payments of finance leases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase 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 | 8
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Nature of Business
CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate, and grow its nitrogen fertilizer business. The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. As used in these financial statements, references to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require. Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum refining, marketing, and logistics operations.
Interest Holders
CVR Partners’ common units are listed on the New York Stock Exchange under the symbol “UAN”. As of September 30, 2026, public common unitholders held approximately 60 % of the Partnership’s outstanding limited partner interests; CVR Energy, through its subsidiaries, held approximately 37 % of the Partnership’s outstanding limited partner interests and 100 % of the Partnership’s general partner, CVR GP, LLC (“General Partner”) interest, while Icahn Enterprises L.P. and its other affiliates (“IEP”) held approximately 3 % of the outstanding limited partner interests. As of September 30, 2026, IEP owned approximately 71 % of the common stock of CVR Energy, and as a result, IEP beneficially owns approximately 40 % of the Partnership’s outstanding limited partner interests.
Management and Operations
The Partnership, including its General Partner, is managed by a combination of the board of directors of our General Partner (the “Board”), the General Partner’s executive officers, UAN Services, LLC (as sole member of the General Partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the partnership agreement, as well as a number of agreements among the Partnership, the General Partner, CVR Energy, and certain of their respective subsidiaries, including a service agreement. See Part II, Item 8 of CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) for further discussion. Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the General Partner’s directors or officers, whether on an annual or continuing basis or otherwise.
Subsequent Events
The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’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 CVR Partners and its wholly owned 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, these condensed consolidated financial statements should be read in conjunction with the December 31, 2025 audited consolidated financial statements and notes thereto included in the 2025 Form 10-K.
September 30, 2026 | 9
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In the opinion of the Partnership’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 Partnership 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.
Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented
(3) Inventories
Inventories consisted of the following:
| (in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Parts, supplies and other | |||||||||||
| Total inventories | $ | $ | |||||||||
(4) Property, Plant, and Equipment
Property, plant, and equipment, net consisted of the following:
| (in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Machinery and equipment | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Land and improvements | |||||||||||
| Automotive equipment | |||||||||||
| Construction in progress | |||||||||||
| Other | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
September 30, 2026 | 10
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(5) Other Current Liabilities
Other current liabilities consisted of the following:
| (in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Personnel accruals | $ | $ | |||||||||
| Accrued interest | |||||||||||
| Share-based compensation | |||||||||||
| Accrued taxes other than income taxes | |||||||||||
| Sales incentives | |||||||||||
| Other accrued expenses and liabilities | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
(6) Long-Term Debt and Finance Lease Obligation
Long-term debt and finance lease obligation consisted of the following:
| (in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| $ | $ | ||||||||||
| Finance lease obligation, net of current portion | |||||||||||
Unamortized debt issuance costs | ( | ( | |||||||||
Total long-term debt and finance lease obligation, net of current portion | |||||||||||
| Current portion of finance lease obligation | |||||||||||
| Total long-term debt and finance lease obligation, including current portion | $ | $ | |||||||||
(1)The 6.125 % Senior Secured Notes, due June 2028 had an estimated fair value of $545.8 million and $551.4 million as of September 30, 2026 and December 31, 2025, respectively. The fair value estimate is a Level 2 measurement, as defined by FASB Accounting Standards Codification Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.
Credit Agreements
| (in thousands) | Total Available Borrowing Capacity | Amount Borrowed as of September 30, 2026 | Outstanding Letters of Credit | Available Capacity as of September 30, 2026 | Maturity Date | ||||||||||||||||||||||||
| ABL Credit Facility | $ | $ | $ | $ | September 26, 2028 | ||||||||||||||||||||||||
Covenant Compliance
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of September 30, 2026.
September 30, 2026 | 11
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(7) Revenue
The following table presents the Partnership’s revenue, disaggregated by major products:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Ammonia | $ | $ | $ | $ | |||||||||||||||||||
| UAN | |||||||||||||||||||||||
| Urea products | |||||||||||||||||||||||
Other revenue (1) | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
(1)Consists primarily of freight revenue and includes sales made in connection with the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), as well as the noncash consideration received, which is recognized as the performance obligation associated with a carbon oxide contract is satisfied over its term through April 2030.
Remaining Performance Obligations
The Partnership has spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). The Partnership 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 Partnership had approximately $2.9 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize $0.6 million of these performance obligations as revenue by the end of 2026, $1.4 million in 2027, and $0.9 million in 2028.
Contract Balances
During the nine months ended September 30, 2026 and 2025, the Partnership recognized revenue of $20.9 million and $48.9 million, respectively, that was included in the deferred revenue balances as of December 31, 2025 and December 31, 2024, respectively. Accounts receivable from contracts with customers was $53.1 million and $57.9 million as of September 30, 2026 and December 31, 2025, respectively, including amounts billed to customers for which the related revenue is currently deferred.
(8) 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 thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Phantom Unit Awards | $ | $ | $ | $ | |||||||||||||||||||
Other Awards (1) | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
(1)Other awards include the allocations, pursuant to the Corporate Master Services Agreement effective January 1, 2020, as amended (the “Corporate MSA”) and the Partnership’s Second Amended and Restated Agreement of Limited Partnership, of compensation expense for certain employees of CVR Energy and its subsidiaries who perform services for the Partnership and participate in equity compensation plans of CVR Energy.
September 30, 2026 | 12
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(9) Commitments and Contingencies
In the ordinary course of business, the Partnership 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 Partnership accrues liabilities for these matters if the Partnership 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 Partnership’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 Partnership’s subsidiary, 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 $15.0 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45.0 million cap, if these minimum quantities are not delivered. The Partnership 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 the Partnership unless the parties fail to comply with the terms of the 45Q Transaction contracts.
Litigation
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 Coffeyville Facility (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 Partnership cannot yet determine whether they will have a material adverse effect on the Partnership’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 Partnership’s financial position, results of operations, or cash flows.
(10) Business Segments
CVR Partners has one
The CODM evaluates the performance of the Nitrogen Fertilizer Segment and decides how to allocate resources based on net income, which is reported in the condensed consolidated statements of operations. The CODM uses net income to assess the income generated by the Nitrogen Fertilizer Segment and to decide whether to recommend that the Board reinvest profits into the Partnership or pay distributions. Net income is also used to analyze performance against the budget and the Partnership’s competitors.
While segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance of the segment, total assets are disclosed in the condensed consolidated balance sheets.
September 30, 2026 | 13
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the operating results and capital expenditures information for the Nitrogen Fertilizer Segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Feedstocks | |||||||||||||||||||||||
| Distribution costs | |||||||||||||||||||||||
Other costs of materials (1) | ( | ( | ( | ||||||||||||||||||||
| Cost of materials and other | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Direct operating expenses (exclusive of depreciation and amortization and turnaround expenses) | |||||||||||||||||||||||
| Turnaround expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
Other segment items (2) | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | $ | ||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
(1)Other costs of materials includes changes in inventory and lease expense.
(2)Other segment items includes loss on asset disposal and other expense (income).
(11) Supplemental Cash Flow Information
Cash flows related to interest, income taxes, leases, and capital expenditures included in accounts payable are as follows:
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes, net of refunds | |||||||||||
| 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 | |||||||||||
September 30, 2026 | 14
CVR PARTNERS, LP AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(12) Related Party Transactions
Activity associated with the Partnership’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 thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Sales to related parties: (1) | |||||||||||||||||||||||
| CVR Energy subsidiary | $ | $ | $ | $ | |||||||||||||||||||
| CVRP JV | |||||||||||||||||||||||
Expenses from related parties: (2) | |||||||||||||||||||||||
| CVR Energy subsidiary | |||||||||||||||||||||||
| CVR Services, LLC | |||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
Due to related parties (3) | $ | $ | |||||||||
(1)Sales to related parties, included in Net sales in our condensed consolidated statements of operations, consist of (a) sales of feedstocks and services under the Master Service Agreement with CRNF (the “Coffeyville MSA”) and (b) carbon oxide sales to CVRP JV and its subsidiaries.
(2)Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our condensed consolidated statements of operations, consist primarily of pet coke and hydrogen purchased under the Coffeyville MSA and management and other professional services under the Corporate MSA.
(3)Consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA, included in Accounts payable to affiliates.
Distributions to CVR Partners’ Unitholders
Distributions, if any—including the amount, timing, and the Board’s distribution policy—are subject to change at the discretion of the Board. This includes the definition of Available Cash for Distribution and any related reserves, which may be adjusted based on the Board’s judgment and prevailing business concerns.
The following table presents quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, 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, the Partnership, upon approval by the Board on November 3, 2026, declared a distribution of $1.79 per common unit, or approximately $18.9 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 $7.0 million and $0.5 million, respectively, with the remaining amount payable to public unitholders.
September 30, 2026 | 15
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 (“SEC”) on February 18, 2026 (the “2025 Form 10-K”). Results of operations and cash flows for the three and 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”.
Reflected in this discussion and analysis is how management views the Partnership’s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership. 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.
Partnership Overview
CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate, and grow its nitrogen fertilizer business. The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by its wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by its wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. References to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require. Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum refining, marketing, and logistics operations.
Strategy and Initiatives
Potential Strategic Transactions
As previously disclosed, Icahn Enterprises L.P. and its affiliates (“IEP”) and CVR Energy are considering potential strategic transactions available to CVR Energy and its subsidiaries and affiliates, which may include the acquisition of additional entities, assets or businesses through negotiated mergers and/or stock or asset purchase agreements, and/or strategic options involving CVR Partners. There is no assurance that any of the aforementioned, previously disclosed, or other transactions will develop or materialize, or if they do, as to their timing. As of September 30, 2026, IEP owns approximately 71% of CVR Energy’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.
Partnership Initiatives
Over the past three years, the Partnership has reserved funds for a series of debottlenecking and reliability projects that are intended to enhance operational reliability and ultimately facilitate potential increases in production capacity, or provide feedstock availability at the Facilities:
•In 2025 and into 2026, the Partnership progressed several projects focused on improving water and electrical reliability, expanding diesel exhaust fluid production, and increasing loadout capabilities, among other initiatives.
•The East Dubuque Facility’s planned turnaround was completed in mid-October 2026 (the “2026 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.
September 30, 2026 | 16
•Based on engineering studies completed in 2025, the Coffeyville Facility has the potential to utilize natural gas as an alternative feedstock in conjunction with pet coke in the production of nitrogen fertilizer. We are in the final phases of completing detailed engineering, cost estimates, and has submitted a permit application to the state environmental agency. With approval by the board of directors of our General Partner (the “Board”), we expect to proceed with construction in 2028. If completed, these initiatives would make the Coffeyville 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 Facility received its Verified Ammonia Carbon Intensity certification from an independent third-party auditor under The Fertilizer Institute framework, which will enable the Coffeyville Facility to market ammonia it produces as “blue.”
Industry Factors
Within the nitrogen fertilizer business, 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.
Nitrogen fertilizer prices are also affected by local factors, including local market conditions and the operating levels of competing facilities. An expansion or upgrade of competitors’ facilities, new facility development, political and economic developments, and other factors are likely to continue to play an important role in nitrogen fertilizer industry economics. These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility.
General Business Environment
Geopolitical Matters
•The conflicts and tensions in the Middle East have resulted in significant disruptions to fertilizer production facilities in the region, as well as to global energy and fertilizer supply chains. These conflicts have disrupted key trade routes, tightened global supply of certain commodities, and 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 fertilizer prices, and we believe they could continue to do so. The duration, geographic scope, and ultimate severity of these disruptions and any further impacts on the global 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 fertilizer, grains, and feedstock through various means, such as trade restrictions, sanctions or transportation bottlenecks. The ultimate impacts of these conflicts, including any escalation, de-escalation, or resolution, may materially affect our business, operations, cash flows, and access to capital.
•Actual and potential tariffs imposed by the U.S. on imports of nitrogen fertilizers have also contributed to higher fertilizer prices in the U.S. 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. The Partnership continues to monitor these developments and may experience variability in margins depending on the duration and severity of these market disruptions.
•Damage to liquid natural gas (“LNG”) production facilities and constrained LNG trade flows through the Middle East have contributed to higher natural gas prices in Europe, impacting competitiveness of European fertilizer facilities. Meanwhile, the abundance of natural gas supply available in the U.S. continues to keep domestic prices subdued, providing a sustained cost advantage for U.S. fertilizer facilities.
September 30, 2026 | 17
Regulatory Environment
•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 conflicts and tensions in the Middle East, which only exacerbated price increases caused by the ongoing Russia-Ukraine war, 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.
•Our business faces existing, potential and future climate-related regulations and legal proceedings, as well as an uncertain regulatory landscape around climate-related reporting requirements, at the federal, state, and international levels which may materially impact our business, operations, compliance costs, results of operations and overall market stability.
•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 are expected to continue to impact, our business. For example:
◦Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard (“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 United States Environmental Protection Agency (“EPA”) under the RFS, including its establishment of annual blending obligations and related actions. In 2026, the EPA finalized the RFS blending obligations for 2026 and 2027 that reflect the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel, which is expected to support ethanol and grain demand.
◦The EPA has issued a nationwide emergency waiver of the Reid Vapor Pressure specification during the summer of 2026, increasing flexibility in gasoline blending during the summer driving season. In May 2026, H.R. 1346 aimed at permanently allowing year-round, nationwide E15 (gasoline blended with 15% ethanol), among other actions, was passed by the U.S. House of Representatives and remains pending in the U.S. Senate, together with other related legislation. If enacted, year-round, nationwide E15 could support fertilizer demand.
◦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, which we expect to support demand for domestic corn and soybean oil feedstocks. The U.S. Department of Treasury and Internal Revenue Service issued proposed regulations in February 2026, and final regulations are targeted for release in November 2026.
Results of Operations
The following should be read in conjunction with the information outlined in the previous sections of this Part I, Item 2 and the financial statements and related notes thereto in Part I, Item 1 of this Report.
Utilization is an important measure used by management to assess operational output at each of the Partnership’s 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. The table presented below summarizes our ammonia utilization rate on a consolidated basis.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (percent of capacity utilization) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Ammonia utilization rate | 80 | % | 95 | % | 94 | % | 96 | % | |||||||||||||||
On a consolidated basis, for the three months ended September 30, 2026 as compared to September 30, 2025, utilization decreased 15% primarily due to the 2026 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 Turnaround, partially offset by the impact of control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during 2025.
September 30, 2026 | 18
Sales Volume and Pricing per Ton - Two of our 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 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 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.
Production Volumes - 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, | ||||||||||||||||||||||
| (in thousands of tons) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Ammonia—gross produced | 175 | 208 | 609 | 621 | |||||||||||||||||||
| Ammonia—net available for sale | 46 | 59 | 179 | 181 | |||||||||||||||||||
| UAN | 294 | 337 | 971 | 1,005 | |||||||||||||||||||
Feedstock - Our Coffeyville Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque 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).
September 30, 2026 | 19
Market Indicators
The Partnership views 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 183.6 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.
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.
September 30, 2026 | 20
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 by month through September 30, 2026:
Ammonia and UAN Market Pricing (1) | ||
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.
September 30, 2026 | 21
Financial Highlights
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 146,152 | $ | 163,549 | $ | 528,394 | $ | 474,973 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of materials and other | 24,888 | 25,390 | 82,391 | 85,837 | |||||||||||||||||||
| Direct operating expenses | 89,545 | 57,681 | 211,426 | 172,685 | |||||||||||||||||||
| Depreciation and amortization | 23,253 | 19,958 | 65,437 | 58,859 | |||||||||||||||||||
| Selling, general and administrative expenses | 11,600 | 9,171 | 28,165 | 25,094 | |||||||||||||||||||
| Loss on asset disposals | 508 | 713 | 2,153 | 955 | |||||||||||||||||||
| Operating (loss) income | $ | (3,642) | $ | 50,636 | $ | 138,822 | $ | 131,543 | |||||||||||||||
| Net (loss) income | $ | (10,742) | $ | 43,072 | $ | 116,675 | $ | 108,928 | |||||||||||||||
EBITDA (1) | $ | 19,716 | $ | 70,617 | $ | 204,562 | $ | 190,681 | |||||||||||||||
(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 Partnership 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 $54.3 million and $53.8 million, respectively. These variances resulted from higher direct operating expenses, primarily associated with the 2026 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 Partnership’s operating income and net income increased $7.3 million and $7.7 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 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 $17.4 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 $18.7 million, partially offset by favorable ammonia sales prices contributing $3.9 million in higher revenue.
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 thousands) | Price Variance | Volume Variance | |||||||||
| UAN | $ | (12,651) | $ | (69) | |||||||
| Ammonia | 3,850 | (6,043) | |||||||||
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 $53.4 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 $64.7 million in higher revenue, partially offset by lower UAN sales volumes reducing revenue by $11.8 million.
September 30, 2026 | 22
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 thousands) | Price Variance | Volume Variance | |||||||||
| UAN | $ | 40,315 | $ | (11,756) | |||||||
| Ammonia | 24,383 | (860) | |||||||||
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 $0.5 million decrease and $3.4 million decrease for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 were driven primarily by lower natural gas feedstock volumes as a result of the 2026 Turnaround and decreased distribution costs, combined with decreased petroleum coke prices for the nine months ended September 30, 2026. These decreases were partially offset by unfavorable changes in inventory adjustments due to a draw of UAN inventory in the current three-month period compared to a build of inventory in the prior-year period and a smaller build of inventory in the current nine-month period, as well as higher petroleum coke prices for the three months ended September 30, 2026 and increased natural gas feedstock prices for the nine months ended September 30, 2026 compared to the respective prior-year periods.
Direct Operating Expenses (exclusive of depreciation and amortization) - The $31.9 million increase and $38.7 million increase for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 were primarily a result of the 2026 Turnaround, increased personnel costs, along with 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.
Depreciation and Amortization Expense - The $3.3 million increase and $6.6 million increase for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 were primarily due to new capital projects placed into service during the planned turnaround at the Coffeyville Facility during the fourth quarter of 2025, as well as increased depreciation on assets scheduled for retirement during the 2026 Turnaround.
Selling, General and Administrative Expenses - The $2.4 million increase and $3.1 million increase for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 were primarily due to increased legal expenses.
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 - Net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.
Adjusted EBITDA - EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.
Available Cash for Distribution - EBITDA for the period excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, turnarounds, debt service and other contractual obligations and (ii) reserves for future operating or capital needs
September 30, 2026 | 23
(if any), in each case, that the Board deems necessary or appropriate in its sole discretion. Available Cash for Distribution may be increased by the release of previously established cash reserves, if any, and other excess cash, at the discretion of the Board.
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 GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, 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. Refer to the “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 due to expenses incurred as part of planned turnarounds. We incurred turnaround expenses of $26.8 million and $1.2 million during the three months ended September 30, 2026 and 2025, respectively, and $28.9 million and $2.5 million during the nine months ended September 30, 2026 and 2025, respectively.
Non-GAAP Reconciliations
Reconciliation of Net (Loss) Income to EBITDA, Adjusted EBITDA and Available Cash for Distribution
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net (loss) income | $ | (10,742) | $ | 43,072 | $ | 116,675 | $ | 108,928 | |||||||||||||||
| Interest expense, net | 7,205 | 7,587 | 22,450 | 22,894 | |||||||||||||||||||
| Depreciation and amortization | 23,253 | 19,958 | 65,437 | 58,859 | |||||||||||||||||||
| EBITDA and Adjusted EBITDA | 19,716 | 70,617 | 204,562 | 190,681 | |||||||||||||||||||
| Adjustments (Reserves)/Releases: | |||||||||||||||||||||||
| Accrued interest expense (excluding capitalized interest) | (9,104) | (9,192) | (27,317) | (27,215) | |||||||||||||||||||
Future operating needs (1) | 20,000 | 6,000 | — | (2,000) | |||||||||||||||||||
Capital expenditures and investments (2) | (33,324) | (15,312) | (71,308) | (40,920) | |||||||||||||||||||
Turnaround expenditures, net (3) | 22,237 | (8,974) | 18,069 | (14,104) | |||||||||||||||||||
Equity method investment (4) | (636) | (699) | 1,349 | 1,024 | |||||||||||||||||||
Available Cash for Distribution (5) | $ | 18,889 | $ | 42,440 | $ | 125,355 | $ | 107,466 | |||||||||||||||
| Common units outstanding | 10,570 | 10,570 | 10,570 | 10,570 | |||||||||||||||||||
(1)Amount consists of reserves established by management and approved by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.
(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects and potential investment opportunities, net of any releases of previously reserved funds, of $10.2 million and $30.7 million for the three and nine months ended September 30, 2026, respectively, and $7.9 million and $23.3 million for the three and nine months ended September 30, 2025, respectively.
(3)Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.
(4)Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”).
(5)Amount represents the cumulative Available Cash for Distribution based on full year results. However, Available Cash for Distribution is calculated quarterly, with distributions (if any) being paid in the following period. The Partnership declared and paid a cash distribution of $0.37, $4.00, and $6.08 per common unit related to the fourth quarter of 2025 and the first and second quarters of 2026, respectively, and declared a cash distribution of $1.79 per common unit related to the third quarter of 2026 to be paid in November 2026.
September 30, 2026 | 24
Liquidity and Capital Resources
Our primary source of liquidity is cash generated from operations, which may include customer cash advances under prepay contracts. As further discussed below, our primary uses of cash are for working capital, capital and turnaround expenditures, servicing debt obligations, and paying distributions to our unitholders.
Considering current market conditions and geopolitical matters, we believe that cash from operations, together with existing cash and cash equivalents, available borrowings, and reserves is sufficient to meet anticipated operating cash requirements for at least the next 12 months. However, future capital expenditures and other cash needs may exceed current expectations due to risk factors such as rising material and labor costs, inflationary pressures, and changes in project scope, timing or execution.
In addition, supply chain disruptions, geopolitical instability, commodity price fluctuations, and changes in regulatory policies may negatively impact our operations. Our ability to generate adequate cash flow and access additional financing depends on our future performance, which is subject to various factors—economic, political, financial, and competitive—many of which may be beyond our control. Shifts in the U.S. trade policy, global demand dynamics, commodity market volatility, and tightening credit market conditions could also affect our financial position.
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, tender offers or privately negotiated transactions. There can be no assurance that any such actions will be undertaken or, if pursued, completed on favorable terms.
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of September 30, 2026 and through date of filing, as applicable.
Cash and Other Liquidity
As of September 30, 2026, we had cash and cash equivalents of $158.2 million, and combined with $45.2 million available under our ABL Credit Facility, we had total liquidity of $203.4 million. As of December 31, 2025, we had $69.2 million in cash and cash equivalents and, combined with $47.9 million available under our ABL Credit Facility, we had total liquidity of $117.1 million.
Long-term debt consisted of the following:
| (in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
6.125% Senior Secured Notes, due June 2028 | $ | 550,000 | $ | 550,000 | |||||||
| Unamortized debt issuance costs | (1,121) | (1,577) | |||||||||
| Total long-term debt | $ | 548,879 | $ | 548,423 | |||||||
As of September 30, 2026, the Partnership had outstanding the 6.125% Senior Secured Notes, due June 2028 and the ABL Credit Facility, the proceeds of which may be used to fund working capital, capital expenditures, and for other general corporate purposes. Refer to Part II, Item 8, Note 8 (“Long-Term Debt”) of our 2025 Form 10-K for further information.
Capital Spending
We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects necessary to maintain safe and reliable operations, including those required to comply with environmental, health, and safety regulations. Growth capital projects generally support the expansion of existing capacity, improvements in reliability, and reductions in direct operating expenses. We undertake growth capital projects selectively, based on strategic priorities and expected returns, and may adjust the timing or scope of such investments in response to market conditions or operational needs.
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Our total capital expenditures for the nine months ended September 30, 2026, along with our estimated expenditures for 2026 are as follows:
| Nine Months Ended September 30, | Estimated full year | ||||||||||
| (in thousands) | 2026 | 2026 | |||||||||
| Maintenance capital | $ | 40,633 | $55,000 - 63,000 | ||||||||
| Growth capital | 25,256 | 40,000 - 41,000 | |||||||||
| Total capital expenditures | $ | 65,889 | $95,000 - 104,000 | ||||||||
Our estimated capital expenditures are subject to change based on changes in project cost, scope, and timing. For example, fluctuations in labor and equipment costs—particularly those related to compliance with government regulations or initiatives aimed at sustaining or enhancing Facility profitability. Additionally, we may choose to accelerate or defer certain capital expenditures in response to operational priorities or market conditions from time to time.
Capital spending decisions for CVR Partners are determined by the Board. We continue to actively monitor market conditions and will adjust our capital spending and turnaround plans as necessary to align with evolving business needs and external factors.
The 2026 Turnaround commenced in late August 2026 and was completed in mid-October 2026, with a total cost of approximately $37 million. Turnaround costs were expensed as incurred within Direct operating expenses (exclusive of depreciation and amortization), and funded through cash reserves taken during the three years preceding the turnaround.
Cash Requirements
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.
Distributions to Unitholders
The current policy of the Board is to distribute all Available Cash for Distribution, as determined in its sole discretion on a quarterly basis. Following the end of each quarter, the Board evaluates and determines Available Cash for Distribution, which is generally calculated as EBITDA for the quarter, adjusted to exclude noncash income or expense items if and to the extent the Board deems such adjustments necessary or appropriate. From this Adjusted EBITDA, the Board deducts (i) reserves for maintenance capital expenditures, turnarounds, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs, in each case, as deemed necessary or appropriate in its sole discretion. Available Cash for Distribution may also be increased by the release of previously established reserves or other excess cash, subject to the Board’s discretion.
Distributions, if any—including the amount, timing, and the Board’s distribution policy—are subject to change at the discretion of the Board. This includes the definition of Available Cash for Distribution and any related reserves, which may be adjusted based on the Board’s judgment and prevailing business concerns.
September 30, 2026 | 26
The following table presents quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per unit data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Public unitholders | $ | 38,945 | $ | 24,916 | $ | 66,936 | $ | 50,774 | |||||||||||||||
| IEP | 1,655 | 1,059 | 2,845 | 1,979 | |||||||||||||||||||
| CVR Energy | 23,663 | 15,140 | 40,671 | 30,747 | |||||||||||||||||||
| Total distributions paid | $ | 64,263 | $ | 41,115 | $ | 110,452 | $ | 83,500 | |||||||||||||||
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 Board on November 3, 2026, the Partnership declared a distribution of $1.79 per common unit, or approximately $18.9 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 $7.0 million and $0.5 million, respectively, with the remaining amount payable to public unitholders.
Cash Flows
The following table sets forth our cash flows for the periods indicated below:
| Nine Months Ended September 30, | |||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | ||||||||||||||
Net cash flow provided by (used in): | |||||||||||||||||
Operating activities | $ | 258,390 | $ | 171,237 | $ | 87,153 | |||||||||||
Investing activities | (58,414) | (21,419) | (36,995) | ||||||||||||||
Financing activities | (111,028) | (84,492) | (26,536) | ||||||||||||||
| Net increase in cash and cash equivalents | $ | 88,948 | $ | 65,326 | $ | 23,622 | |||||||||||
Cash Flows from Operating Activities
The change in net cash flows from operating activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to an increase in working capital of $70.6 million and an increase in net income of $7.7 million. The change in working capital was primarily due to favorable changes in deferred revenue resulting from more prepayments received in the current period due to entering into more new contracts with customers, favorable changes in accounts payable due to various capital projects performed during the 2026 Turnaround, and favorable changes to inventory due to increased tonnage of both UAN and ammonia on hand resulting from low year-end 2025 inventory because of a strong fall ammonia season in 2025, partially offset by unfavorable changes in accounts receivable from fewer outstanding prepaid contracts from customers being collected during 2026 compared to 2025.
Cash Flows from Investing Activities
The change in net cash flows from investing activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due to an increase in capital expenditures of $37.3 million during 2026 from projects completed during the 2026 Turnaround.
Cash Flows from Financing Activities
The change in net cash flows from financing activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was due to an increase in cash distributions paid of $27.0 million in 2026 compared to 2025.
September 30, 2026 | 27
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 Partnership 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 Partnership’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 the Partnership’s internal control 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 are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 9 (“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
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of 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.
Item 5. Other Information
During the three months ended September 30, 2026, no director or officer of the general partner 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 Partners, LP’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted Inline XBRL (“Extensible Business Reporting Language”) includes: (1) Condensed Consolidated Balance Sheets (unaudited), (2) Condensed Consolidated Statements of Operations (unaudited), (3) Condensed Consolidated Statements of Partners’ Capital (unaudited), (4) Condensed Consolidated Statements of Cash Flows (unaudited) and (5) 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 Partnership, 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 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.
September 30, 2026 | 29
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 Partnership’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 Partnership, its business or operations on the date hereof.
September 30, 2026 | 30
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 Partners, LP | |||||||||||
| By: | CVR GP, LLC, its general partner | ||||||||||
| 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 | 31
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:
2
“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]
3
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
4
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 Partners, LP;
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 | |||||
| CVR GP, LLC | |||||
| the general partner of CVR Partners, LP | |||||
| (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 Partners, LP;
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 | |||||
| CVR GP, LLC | |||||
| the general partner of CVR Partners, LP | |||||
| (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 Partners, LP;
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 | |||||
| CVR GP, LLC | |||||
| the general partner of CVR Partners, LP | |||||
| (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 Partners, LP, a Delaware limited partnership (the “Partnership”), 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 CVR GP, LLC, the general partner of the Partnership, certifies, 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 Partnership 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 | |||||
| CVR GP, LLC | |||||
| the general partner of CVR Partners, LP | |||||
| (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 | |||||
| CVR GP, LLC | |||||
| the general partner of CVR Partners, LP | |||||
| (Principal Financial Officer) | |||||
| By: | /s/ JEFFREY D. CONAWAY | ||||
| Jeffrey D. Conaway | |||||
| Vice President, Chief Accounting Officer and Corporate Controller | |||||
| CVR GP, LLC | |||||
| the general partner of CVR Partners, LP | |||||
| (Principal Accounting Officer) | |||||
Dated: November 3, 2026