CVR ENERGY INC

Previous wording

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, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2025 (the “2024 Form 10-K”). Results of operations for the three and six months ended June 30, 2025 and cash flows for the six months ended June 30, 2025 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.” References to “CVR Energy”, the “Company”, “we”, “us”, and “our”, may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.

Current wording

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, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2025 (the “2024 Form 10-K”). Results of operations for the three and nine months ended September 30, 2025 and cash flows for the nine months ended September 30, 2025 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.” References to “CVR Energy”, the “Company”, “we”, “us”, and “our”, may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.

Previous wording

Geopolitical Matters - Ongoing and recently proposed changes to the U.S. global trade policy, along with actual and potential international retaliatory measures, have continued to cause volatility in global markets and uncertainty around short- and long-term economic impacts in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth. In addition, the ongoing Russia-Ukraine war and Middle East conflicts and tensions continue to present significant geopolitical risks to global markets, with direct implications for the global oil, fertilizer, agriculture, and other industries. These concerns could lead to further oil price and inventory volatility, and disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions and sanctions. The ultimate impacts of these conflicts and/or economic policy changes, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, cash flows, and access to capital in unforeseen ways.

Current wording

Geopolitical Matters - Changes, and proposed changes, to the U.S. global trade policy, along with renewed trade tensions and related international retaliatory measures, have continued to drive volatility in global markets and create uncertainty around short- and long-term economic impacts in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth. In addition, the ongoing Russia-Ukraine war and continued conflicts and tensions in the Middle East present significant geopolitical risks to global markets, with direct implications for the global oil, fertilizer, agriculture, and other industries. These factors, together with tentative and ongoing peace negotiations in the affected regions, could lead to further oil price and inventory volatility, as well as disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions and sanctions. The ultimate impacts of these conflicts and economic policy changes, or further escalation, expansion, or resolution thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, cash flows, and access to capital in unforeseen ways.

Previous wording

Regulatory Environment - In addition to existing regulations like the Renewable Fuel Standard (“RFS”) of the Clean Air Act, which significantly impacts our business, there have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels. While the Biden Administration had advanced significant climate-related initiatives, including stricter Environmental Protection Agency (“EPA”) motor vehicle emissions standards and the SEC’s proposed climate risk disclosure rule, recent changes following the 2024 U.S. presidential election have begun to shift regulatory priorities. Under the new Administration, a combination of executive orders, regulatory rollbacks and new legislation have curtailed, delayed or restructured some of these initiatives, including the promotion of incentives to increase fossil fuel production. Climate-related reporting requirements at the state level also remain under discussion, further contributing to a more uncertain regulatory landscape which may materially impact our business, operations, feedstock and compliance costs, results of operations and overall market stability.

Current wording

Regulatory Environment - In addition to existing regulations like the RFS of the Clean Air Act, which significantly impacts our business, there have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels. While the Biden Administration advanced stricter Environmental Protection Agency (“EPA”) motor vehicle emissions standards and the SEC’s proposed climate risk disclosure rule, changes following the 2024 U.S. presidential election have shifted regulatory priorities. Under the new Administration, a combination of executive orders, regulatory rollbacks and new legislation have curtailed, delayed or restructured some of these initiatives, including the promotion of incentives to increase fossil fuel production and EPA’s recent grant of Small Refinery Exemptions under existing criteria. Climate-related reporting requirements at the state level also remain under discussion, further contributing to a more uncertain regulatory landscape which may materially impact our business, operations, feedstock and compliance costs, results of operations and overall market stability.

Previous wording

•We characterize current crack spreads as at or near mid-cycle levels. This is due to a combination of the refined products market being oversupplied, as refinery utilization has been above the 5-year history for most of 2025, improved fleet mileage, and reduced manufacturing activity which has led to steady gas and diesel demand. However, diesel inventories remain low globally, nationally, and in Group 3. Diesel crack spreads have been elevated so far in 2025 and sustained economic growth could strengthen them further.

Current wording

•We characterize current crack spreads as near mid-cycle levels. This is due to a combination of the refined products market being oversupplied, as refinery utilization has been above the 5-year history for most of 2025, improved fleet mileage, and reduced manufacturing activity which has led to steady gas and diesel demand. Diesel crack spreads have been elevated so far in 2025 and sustained economic growth could strengthen them further.

Previous wording

•On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law, making significant amendments to federal tax law including the permanent extension of several provisions of the 2017 Tax Cuts and Jobs Act. These changes are expected to provide incentives that may spur U.S. GDP growth through business investments, consumer spending and industrial activity, which may increase demand for refined products and energy consumption.

Current wording

•On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was signed into law, making significant amendments to federal tax law including the permanent extension of several provisions of the 2017 Tax Cuts and Jobs Act. These changes are expected to provide incentives that may spur U.S. GDP growth through business investments, consumer spending and industrial activity, which may increase demand for refined products and energy consumption.

Previous wording

•New liquid natural gas (“LNG”) projects coming online and expansion of export capacity in the United States has contributed to the increase of global supply of natural gas and thus downward pressure on prices, and may also support truck fleet shifting from diesel to LNG.

Current wording

•New liquid natural gas (“LNG”) projects coming online and expansion of export capacity in the United States may contribute to the increase of global supply of natural gas and thus downward pressure on prices, and may also support truck fleet shifting from diesel to LNG.

Previous wording

•Certain of the Petroleum Segment’s subsidiaries are subject to the RFS (collectively, the “obligated-party subsidiaries”), which, each year, absent exemptions or waivers, requires such obligated-party subsidiaries to blend renewable fuels with transportation fuels, purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending, or otherwise face liability. Our cost to comply with the RFS is dependent upon a variety of factors, which include but are not limited to, the availability of ethanol and biodiesel for blending at our refineries and downstream terminals or RINs for purchase, the actions of RIN market participants including non-obligated parties, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels and pricing including potential discounts thereto related to the RFS, the mix of our products, our refining margins and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which we may be entitled. Our costs to comply with the RFS further depend on the consistent, timely, and legal administration of the RFS program by the EPA, including the EPA’s unlawful failure to establish the RVOs by their statutory deadlines, its subsequent promulgation of RVOs exceeding the blendwall, its delay in issuing and refusal to issue decisions on pending small refinery exemption (“SRE”) petitions, its subsequent denial of those SRE petitions, most of which have been overturned by courts, and its enabling non-obligated parties to generate, hoard and sell RINs. Our costs to comply with the RFS are also impacted by, and dependent upon the outcome of, the numerous lawsuits filed by multiple refiners including our obligated-party subsidiaries, biofuels groups and others. Refer to Part I, Item 1, Note 12 (“Commitments and Contingencies”) in this Report. As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2022, remained high throughout 2023 and 2024, and is expected to remain significant through 2025 and beyond.

Current wording

•Certain of the Petroleum Segment’s subsidiaries are subject to the RFS (collectively, the “obligated-party subsidiaries”), which, each year, absent exemptions or waivers, requires such obligated-party subsidiaries to blend renewable fuels with transportation fuels, purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending, or otherwise face liability. Our cost to comply with the RFS is dependent upon a variety of factors, which include but are not limited to, the availability of ethanol and biodiesel for blending at our refineries and downstream terminals or RINs for purchase, the actions of RIN market participants including non-obligated parties, the price at which RINs can be purchased, transportation fuel and renewable diesel production levels and pricing including potential discounts thereto related to the RFS, the mix of our products, our refining margins and other factors, all of which can vary significantly from period to period, as well as certain waivers or exemptions to which we may be entitled. As of September 30, 2025 and including the impacts of the 2025 SRE Decision, we have an estimated liability of $93 million for the Petroleum Segment’s obligated-party subsidiaries’ compliance with the RFS for 2023 through 2025, which consists of approximately 90 million RINs, excluding open, fixed-price commitments to purchase a net 9 million RINs. The Company’s open RFS position, which does not consider open commitments expected to settle in future periods, is marked-to-market each period and thus significant market volatility, as experienced in late 2023 through 2025, could impact our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) and has the potential to remain significant through 2025 and beyond.

Previous wording

•In the United States in the second quarter of 2025, approximately 7.4% of new-vehicle sales were EVs, a decline of approximately 6.3% from the second quarter of 2024. While the EPA in March 2024 finalized aggressive new motor vehicle emissions standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond and the National Highway Traffic Safety Administration (“NHTSA”) of the Department of Transportation (“DOT”) in June 2024 finalized new and aggressive Corporate Average Fuel Economy standards to increase passenger car and light truck fuel economy, the new Administration has rolled back some of these aggressive actions, as indicated in the March 2025 announcement from the EPA Administrator that it will reconsider the standards as well as the June 2025 interpretative rule issued by NHTSA titled “Resetting the Corporate Average Fuel Economy Program” together with certain provisions of the OBBB which includes provisions that rescind or delay various aspects of these standards. In July 2025, the EPA Administrator signed a proposed rule to repeal all greenhouse gas emission standards for light-, medium-, and heavy-duty vehicles and engines.

Current wording

•In the United States in the third quarter of 2025, approximately 11% of new-vehicle sales were EVs, an increase of approximately 2% from the third quarter of 2024. While the EPA in March 2024 finalized aggressive new motor vehicle emissions standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond and the National Highway Traffic Safety Administration (“NHTSA”) of the Department of Transportation (“DOT”) in June 2024 finalized new and aggressive Corporate Average Fuel Economy standards to increase passenger car and light truck fuel economy, the new Administration has rolled back some of these aggressive actions, as indicated in the March 2025 announcement from the EPA Administrator that it will reconsider the standards as well as the June 2025 interpretative rule issued by NHTSA titled “Resetting the Corporate Average Fuel Economy Program” together with certain provisions of the OBBB which includes provisions that rescind or delay various aspects of these standards. In July 2025, the EPA Administrator signed a proposed rule to repeal all greenhouse gas emission standards for light-, medium-, and heavy-duty vehicles and engines.

Previous wording

•The Company has undertaken a project to replace the hydrofluoric acid catalyst alkylation unit at the refinery in Wynnewood, Oklahoma (the “Wynnewood Refinery”) with a fixed bed catalyst system, which should expand the alkylation unit by approximately 2,500 bpd, increase product capture by reducing propylene production/sales and increase production of premium gasoline, and eliminate hydrofluoric acid inventory onsite. The capital investment is estimated at $136 million, and the unit is expected to become operational by the second quarter of 2027.

Current wording

•The Company has undertaken a project to replace the hydrofluoric acid catalyst alkylation unit at the refinery in Wynnewood, Oklahoma (the “Wynnewood Refinery”) with a fixed bed catalyst system, which should expand the alkylation unit by approximately 2,500 bpd, increase product capture by reducing propylene production/sales and increasing production of premium gasoline, and eliminate hydrofluoric acid inventory onsite. The capital investment is estimated at $136 million, and the unit is expected to become operational later in 2027.

Previous wording

•In April 2024, the Board approved a distillate yield improvement project at the Wynnewood Refinery to modify one of the vacuum towers, which may increase distillate production at the refinery by up to approximately 2,400 bpd. Final completion is currently expected in 2027 at a capital cost of less than $15 million. The Company has implemented the first phase of a similar project at the refinery in Coffeyville, Kansas (the “Coffeyville Refinery”) which could increase production of distillate up to 1,300 bpd. The Company is also studying a second phase which could increase production of distillate by up to 2,600 bpd.

Current wording

•In April 2024, the Board approved a distillate yield improvement project at the Wynnewood Refinery to modify one of the vacuum towers, which may increase distillate production at the refinery by up to approximately 2,400 bpd. With the decision to revert the RDU back to hydrocarbon processing services, the capital requirement is lowered from previous guidance to $3 million. The Company has implemented the first phase of a similar project at the refinery in Coffeyville, Kansas (the “Coffeyville Refinery”) which could increase production of distillate up to 1,300 bpd. The Company is also studying a second phase which could increase production of distillate by up to 2,600 bpd.

Previous wording

•The Company intends to start production of jet fuel from its Coffeyville Refinery late in the third quarter or fourth quarter of 2025. While production and sales would likely be lower at the outset, they could gradually increase over time to as much as 9,000 bpd and if achieved, could reduce RIN exposure by as much as 18 million RINs per year.

Current wording

•The Company started production and sales of jet fuel from its Coffeyville Refinery in the third quarter of 2025. While we expect production and sales to be lower at the outset, they could gradually increase over time to as much as 9,000 bpd and if achieved, could reduce RIN exposure by as much as 22 million RINs per year.

Previous wording

NYMEX 2-1-1 crack spreads decreased while Group 3 2-1-1 crack spreads increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The NYMEX 2-1-1 crack spread averaged $24.29 per barrel during the six months ended June 30, 2025 compared to $27.85 per barrel in the six months ended June 30, 2024. The Group 3 2-1-1 crack spread averaged $20.89 per barrel during the six months ended June 30, 2025 compared to $19.17 per barrel during the six months ended June 30, 2024.

Current wording

NYMEX 2-1-1 crack spreads and Group 3 2-1-1 crack spreads both increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The NYMEX 2-1-1 crack spread averaged $25.62 per barrel during the nine months ended September 30, 2025 compared to $25.54 per barrel in the nine months ended September 30, 2024. The Group 3 2-1-1 crack spread averaged $22.62 per barrel during the nine months ended September 30, 2025 compared to $19.25 per barrel during the nine months ended September 30, 2024.

Previous wording

Average monthly prices for RINs on a blended barrel basis (calculated using applicable RVO percentages) increased 82.3% during the second quarter of 2025 compared to the same period of 2024. RINs approximated $6.08 per barrel during the second quarter of 2025 compared to $3.34 per barrel during the second quarter of 2024.

Current wording

Average monthly prices for RINs on a blended barrel basis (calculated using applicable renewable volume obligation (“RVO”) percentages) increased 64.42% during the third quarter of 2025 compared to the same period of 2024. RINs approximated $6.33 per barrel during the third quarter of 2025 compared to $3.85 per barrel during the third quarter of 2024.

Previous wording

•The near-term outlook for the renewables market is likely to be heavily influenced by U.S. government policies, particularly those related to the PTC, which is awaiting formal IRS rule making. On July 4, 2025, the OBBB was signed into law which has changed several elements of the PTC including the removal of land use provisions for the soybean oil carbon intensity (“CI”) calculation. The legislation also included an import ban on certain foreign feedstocks used in renewable fuel production, which may impact supply chain dynamics and feedstock availability. Pending further clarification or guidance on the PTC, we continue to not recognize a PTC benefit.

Current wording

•The near-term outlook for the renewables market is likely to be heavily influenced by U.S. government policies, particularly those related to the PTC, which is awaiting formal IRS rule making. On July 4, 2025, the OBBB was signed into law which has changed several elements of the PTC including the removal of land use provisions for the soybean oil carbon intensity (“CI”) calculation. The legislation also included an import ban on certain foreign feedstocks used in renewable fuel production, which may impact supply chain dynamics and feedstock availability. Pending further clarification or guidance on the PTC, we continue to not recognize any PTC benefit.

Previous wording

•The $1 per gallon BTC expired on December 31, 2024, which caused renewable diesel and biodiesel blend rates and imports to fall significantly. With the loss of the BTC, there has been additional volatility in pricing for renewable fuel feedstocks, as well as in prices of other credits generated by renewable fuels production, particularly RINs prices and Low Carbon Fuel Standard (“LCFS”) credit prices. The combination of the above factors has caused RINs prices to increase substantially.

Current wording

•The $1 per gallon BTC expired on December 31, 2024, which caused renewable diesel and biodiesel blend rates and imports to fall significantly. With the loss of the BTC, there has been additional volatility in pricing for renewable fuel feedstocks, as well as in prices of other credits generated by renewable fuels production, particularly RINs prices and Low Carbon Fuel Standard (“LCFS”) credit prices. The combination of the above factors should continue to support RIN prices.

Previous wording

•In June 2025, the EPA proposed the 2026 and 2027 biomass-based diesel volume at 7.12 and 7.50 billion RINs (“D4”), respectively, which is a significant increase over the 2025 volume of 5.36 billion RINs, while holding the ethanol conventional biofuel volume at 15 billion RINs. Public comment on the proposal is due in August 2025. In July 2025, the EPA’s partial waiver of the 2024 cellulosic biofuel volume requirement was published in the Federal Register, making the 2024 RFS compliance reporting deadline for all obligated parties December 1, 2025.

Current wording

•In June 2025, the EPA proposed the 2026 and 2027 biomass-based diesel volume at 7.12 and 7.50 billion RINs (“D4”), respectively, which is a significant increase over the 2025 volume of 5.36 billion RINs, while holding the ethanol conventional biofuel volume at 15 billion RINs. In July 2025, the EPA’s partial waiver of the 2024 cellulosic biofuel volume requirement was published in the Federal Register, making the 2024 RFS compliance reporting deadline for all obligated parties December 1, 2025.

Previous wording

•After a substantial build-out of renewable diesel production capacity in the United States over the past four years, where capacity increased from less than 900 million gallons per year in January 2021 to over 4.5 billion gallons per year in April 2025, further renewable diesel production capacity expansion is expected to slow considerably due to the uncertainties around U.S. government policies and support of renewables businesses.

Current wording

•After a substantial build-out of renewable diesel production capacity in the United States over the past four years, where capacity increased from less than 900 million gallons per year in January 2021 to over 4.7 billion gallons per year in July 2025, further renewable diesel production capacity expansion is expected to slow considerably due to the uncertainties around U.S. government policies and support of renewables businesses.

Previous wording

•The renewable diesel unit at the Wynnewood Refinery has the flexibility to be returned to hydrocarbon processing service primarily through a catalyst change; depending on market conditions, such as renewable diesel margins, governmental regulations, contractual obligations and other factors, the Company could seek to return the unit to hydrocarbon processing service in the future.

Current wording

•The renewable diesel unit at the Wynnewood Refinery has the flexibility to be reverted back to hydrocarbon processing service primarily through a catalyst change, depending on market conditions, such as renewable diesel margins, governmental regulations, contractual obligations and other factors. The Company has resolved to revert the RDU back to hydrocarbon processing service at the next scheduled catalyst change in December 2025, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. The Company expects to maintain the option to switch back to renewable diesel service if incentivized to do so.

Previous wording

The average quarterly HOBO spread deteriorated to $(1.16) per gallon during the six months ended June 30, 2025 compared to $(0.84) per gallon during the six months ended June 30, 2024, primarily as a result of lower ULSD prices and higher soybean oil prices in the current period compared to the prior period. The Benchmark Renewable Diesel Margin declined to $1.07 per gallon during the six months ended June 30, 2025 compared to $1.81 per gallon during the six months ended June 30, 2024, primarily due to the expiration of the BTC and the decline in the HOBO spread, partially offset by increases in prices for RINs and LCFS credits.

Current wording

The average quarterly HOBO spread deteriorated to $(1.28) per gallon during the nine months ended September 30, 2025 compared to $(0.88) per gallon during the nine months ended September 30, 2024, primarily as a result of lower ULSD prices and higher soybean oil prices in the current period compared to the prior period. The Benchmark Renewable Diesel Margin declined to $1.04 per gallon during the nine months ended September 30, 2025 compared to $1.79 per gallon during the nine months ended September 30, 2024, primarily due to the expiration of the BTC and the decline in the HOBO spread, partially offset by increases in prices for RINs and LCFS credits.

Previous wording

Average monthly prices for D4 RINs increased 113% during the second quarter of 2025 compared to the same period of 2024, while LCFS credit prices increased 2% during the second quarter of 2025 compared to the same period of 2024.

Current wording

Average monthly prices for D4 RINs increased 87% during the third quarter of 2025 compared to the same period of 2024, while LCFS credit prices remained steady during the third quarter of 2025 compared to the same period of 2024.

Previous wording

Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including those related to corn-based ethanol and sustainable aviation fuel production and consumption, can impact, and have directly impacted, our business. In June 2023, the EPA announced the renewable volume obligations for 2023, 2024, and 2025 limiting the conventional biofuel volume to 15 billion gallons. In June 2025, the EPA proposed to maintain the conventional biofuel volume at 15 billion gallons for 2026 and 2027. These actions reinforced our belief that the demand for food, particularly corn, for fuel will remain strong for the foreseeable future and support farmer economics that incentivize the use of nitrogen-based fertilizers. In 2024, corn used in ethanol production consumed approximately 37% of the annual production of the U.S. corn crop.

Current wording

Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including those related to corn-based ethanol and vegetable oil-based biodiesel, renewable diesel, and sustainable aviation fuel production and consumption, can impact, and have directly impacted, our business. In June 2023, the EPA announced the renewable volume obligations for 2023, 2024, and 2025 limiting the conventional biofuel volume to 15 billion gallons. In June 2025, the EPA proposed to maintain the conventional biofuel volume at 15 billion gallons for 2026 and 2027. In August 2025, the EPA addressed a backlog of 175 small refinery exemption petitions covering compliance years 2016 to 2024, granting full or partial exemptions to 140 refineries. The EPA is considering reallocating the exempted gallons from 2023 to present to other refiners, which, if implemented, would be included in the final conventional biofuel volume for 2026 and 2027. While a low reallocation requirement could depress demand for corn and soybeans used in fuels blending, we believe that the government will seek ways to mitigate the potential impact on farmers and support continued planting activities in the future. In addition, 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. In 2024, corn used in ethanol production consumed approximately 37% of the annual production of the U.S. corn crop.

Previous wording

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 14 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2025/2026. Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond, which are expected to drive increased demand for soybeans and potentially for corn and canola. However, the viability of these projects remains uncertain given the Trump Administration’s shifting approach on renewable fuels policy and related regulatory frameworks.

Current wording

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 16 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2025/2026.

Previous wording

Potential tariffs imposed by the U.S. on imports of nitrogen fertilizers could benefit the nitrogen fertilizer business by positively impacting the price of domestically produced fertilizer. However, retaliatory trade actions by other countries, particularly in corn and soybeans, could negatively impact farmer economics and lower demand for nitrogen fertilizer.

Current wording

On September 25, 2025, the United States Department of Agriculture (“USDA”) and the Department of Justice (“DOJ”) antitrust division signed a memorandum of understanding to conduct an investigation into anti-competitive practices among suppliers of agricultural inputs, including fertilizers, seeds, and crop protection products. In addition, actual and potential tariffs imposed by the U.S. on imports of nitrogen fertilizers have been one of the factors that has caused the price of fertilizers to rise in the U.S. However, retaliatory trade actions by other countries, particularly in corn and soybeans, have been a factor in lowering grain prices and negatively impacted farmer economics.

Previous wording

The United States Department of Agriculture (“USDA”) estimates that in spring 2025 farmers planted 95.2 million corn acres, representing an increase of 5% compared to 90.7 million corn acres in 2024. Planted soybean acres are estimated to be 83.4 million, representing a decrease of 4% compared to 87.1 million soybean acres in 2024. The combined estimated corn and soybean planted acres of 178.6 million represents a slight increase compared to the acreage planted in 2024. Due to lower input costs in 2025 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2025. Inventory levels of corn and soybeans are expected to be supportive of grain prices into the summer of 2025.

Current wording

The USDA estimates that in spring 2025 farmers planted 99 million corn acres, representing an increase of 9% compared to 91 million corn acres in 2024. Planted soybean acres are estimated to be 81 million, representing a decrease of 7% compared to 87 million soybean acres in 2024. The combined estimated corn and soybean planted acres of 180 million represents a slight increase compared to the acreage planted in 2024. Due to lower input costs in 2025 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2025. Inventory levels of corn and soybeans are expected to be higher in 2026 but supportive of grain prices through the fall 2025 harvest.

Previous wording

Weather continues to be a critical variable for crop production. Despite high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near their historical 10-year averages and prices have remained elevated. Demand for nitrogen fertilizer, as well as other crop inputs, has been strong for the spring 2025 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.

Current wording

Weather continues to be a critical variable for crop production. Despite high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near their historical 10-year averages and prices have remained moderated through summer 2025. Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2025 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.

Previous wording

While we expect natural gas prices might remain below the elevated levels experienced in 2022 in the near term, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026. Pet coke prices had been elevated since 2021 due to higher oil prices compared to historical levels, but as oil prices have declined, third-party pet coke prices declined in 2024 and have fallen further into 2025.

Current wording

While we expect natural gas prices might remain below the elevated levels experienced in 2022 in the near term, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026. Pet coke prices had been elevated since 2021 due to higher oil prices compared to historical levels, but as oil prices have declined, third-party pet coke prices declined in 2024, have fallen further in 2025, and are expected to continue to fall into 2026.

Previous wording

Based on recently completed engineering studies the facility in Coffeyville, Kansas (the “Coffeyville Fertilizer Facility”) could utilize natural gas as an optional feedstock to pet coke for the production of nitrogen fertilizer, subject to certain modifications. In addition, CVR Partners could import larger than historical quantities of hydrogen directly from the Coffeyville Refinery and increase the nameplate ammonia production of the Coffeyville Fertilizer Facility. The initial stages of the combined project has been approved by the board of directors of CVR Partners’ general partner (the “UAN GP Board”), subject to engineering and final cost estimates. CVR Partners has begun detailed engineering and ordering long lead-time equipment. This project will make the Coffeyville Fertilizer Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility.

Current wording

Based on recently completed engineering studies the facility in Coffeyville, Kansas (the “Coffeyville Fertilizer Facility”) could utilize natural gas as an optional feedstock to pet coke for the production of nitrogen fertilizer, subject to certain modifications. In addition, CVR Partners could import larger than historical quantities of hydrogen directly from the Coffeyville Refinery and increase the nameplate ammonia production of the Coffeyville Fertilizer Facility. The initial stages of the combined project have been approved by the board of directors of CVR Partners’ general partner (the “UAN GP Board”), subject to engineering and final cost estimates. CVR Partners has begun detailed engineering and ordering long lead-time equipment. This project will make the Coffeyville Fertilizer Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility.

Previous wording

Over the past two years, CVR Partners has reserved funds for a series of debottlenecking projects that are intended to improve reliability and ultimately facilitate potential additions to production rates at both of its fertilizer facilities. During 2025, CVR Partners has been executing projects focused on water and electrical reliability at its fertilizer facilities, along with expansions of diesel exhaust fluid production and loadout capabilities, among other projects. In addition, during the planned turnaround at the Coffeyville Fertilizer Facility in the fourth quarter of 2025, CVR Partners intends to install a nitrous oxide abatement unit. After installation, CVR Partners will have nitrous oxide abatement units on all four of its nitric acid plants. The funds needed in 2025 for these projects are expected to come from the reserves taken over the past two years.

Current wording

Over the past two years, CVR Partners has reserved funds for a series of debottlenecking projects that are intended to improve reliability and ultimately facilitate potential additions to production rates at both of its fertilizer facilities. During 2025, CVR Partners has been executing projects focused on water and electrical reliability at its fertilizer facilities, along with expansions of diesel exhaust fluid production and loadout capabilities, among other projects. In addition, during the planned turnaround at the Coffeyville Fertilizer Facility, which is currently underway, CVR Partners is nearing completion on the installation of a nitrous oxide abatement unit. After installation, CVR Partners will have nitrous oxide abatement units on all four of its nitric acid plants. The funds needed in 2025 for these projects have come and are expected to come from the reserves taken over the past two years.

Previous wording

Effective beginning with the 2024 Form 10-K and due to the prominence of the renewables business relative to the Company’s overall 2024 performance, we revised our reportable segments to reflect a new reportable segment: Renewables. The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the Wynnewood Refinery. Results of the Renewables Segment were not previously included within our reportable segments discussed below, rather included within “Other”. Prior period segment information has been retrospectively adjusted to reflect the current segment presentation.

Current wording

Effective beginning with the 2024 Form 10-K, the Company has revised its reportable segments to reflect the Renewables reportable segment, which includes the operations of the RDU and renewable feedstock pretreater at the Wynnewood Refinery.

Previous wording

Overview -For the three months ended June 30, 2025, the Company’s operating loss and net loss were $103 million and $90 million, respectively, compared to operating income and net income of $27 million and $38 million, respectively, for the three months ended June 30, 2024. For the six months ended June 30, 2025, the Company’s operating loss and net loss were $235 million and $195 million, respectively, compared to operating income and net income of $149 million and $128 million, respectively, for the six months ended June 30, 2024. Refer to our discussion of each segment’s results of operations below for further information.

Current wording

Overview -For the three months ended September 30, 2025, the Company’s operating income and net income were $512 million and $401 million, respectively, compared to operating loss and net loss of $113 million and $122 million, respectively, for the three months ended September 30, 2024. For the nine months ended September 30, 2025, the Company’s operating income and net income were $277 million and $206 million, respectively, compared to operating loss and net loss of $37 million and $5 million, respectively, for the nine months ended September 30, 2024. Refer to our discussion of each segment’s results of operations below for further information.

Previous wording

Income Tax Benefit - Income tax benefit for the three and six months ended June 30, 2025 was $42 million and $91 million, or 31.7% and 31.8% of loss before income tax, compared to income tax benefit for the three and six months ended June 30, 2024 of $26 million and $10 million, or (219.7)% and (7.2)% of income before income tax. The increase in income tax benefit was primarily due to a decrease in overall pretax earnings from the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2025. In addition, the change in the effective tax rate was primarily due to changes in pretax earnings attributable to noncontrolling interest and the impact of federal and state tax credits and incentives in relation to overall pretax earnings from the three and six months ended June 30, 2024 to the three and six months ended June 30, 2025.

Current wording

Income Tax Expense (Benefit) - Income tax expense for the three months ended September 30, 2025 was $88 million, or 17.9% of income before income tax. Income tax benefit for the nine months ended September 30, 2025 was $3 million, or (1.6)% of income before income tax. Income tax benefit for the three and nine months ended September 30, 2024 was $6 million and $14 million, or 4.6% and 155.0% of loss before income tax, respectively. The changes in income tax expense (benefit) were primarily due to an increase in overall pretax earnings. In addition, the change in the effective tax rate from the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2025 was primarily caused by changes in pretax earnings attributable to noncontrolling interests and the impact of federal and state tax credits and incentives relative to overall pretax earnings.

Previous wording

Overview - For the three months ended June 30, 2025, the Petroleum Segment’s operating loss and net loss were $133 million and $137 million, respectively, compared to operating income and net income of $10 million and $18 million, respectively, for the three months ended June 30, 2024. These declines were primarily due to lower throughput volumes while intermediate inventory was run off following the completion of the Coffeyville Refinery’s major turnaround which began in the first quarter of 2025 and was completed in April 2025 (the “2025 Turnaround”), an unfavorable derivatives impact in the current period, and an increase in RINs prices in the current period relative to the prior year period, partially offset by increases in gasoline and distillate crack spreads and lower repair and maintenance expenses in the current period. For the six months ended June 30, 2025, the Petroleum Segment’s operating loss and net loss were $295 million and $297 million, respectively, compared to operating income and net income of $128 million and $145 million, respectively, for the six months ended June 30, 2024. Similarly, these declines were primarily due to lower throughput as a result of the 2025 Turnaround and an increase in RINs prices in the current period relative to the prior year period, partially offset by increases in gasoline and distillate crack spreads, lower repair and maintenance expenses, and a favorable derivatives impact in the current period.

Current wording

Overview - For the three months ended September 30, 2025, the Petroleum Segment’s operating income and net income were $518 million and $520 million, respectively, compared to an operating loss and net loss of $119 million and $110 million, respectively, for the three months ended September 30, 2024. These improvements were primarily due to favorable RVO adjustments to reflect the 2025 SRE Decision, increases in gasoline and distillate crack spreads, and higher throughput volumes due to minor unplanned outages in the prior year period, partially offset by higher repairs and maintenance, natural gas and electricity, and personnel expenses in the current period. For the nine months ended September 30, 2025, the Petroleum Segment’s operating income and net income were $224 million and $223 million, respectively, compared to operating income and net income of $9 million and $35 million, respectively, for the nine months ended September 30, 2024. Similarly, these improvements were primarily due to favorable RVO adjustments to reflect the 2025 SRE Decision, increases in gasoline and distillate crack spreads, and elevated repairs and maintenance expenses in the prior year period resulting from the fire at the Wynnewood Refinery during severe weather (the “Wynnewood Fire”), partially offset by lower throughput as a result of the Coffeyville Refinery’s major turnaround which began in the first quarter of 2025 and was completed in April 2025 (the”2025 Turnaround”), and an increase in share-based compensation as a result of an increase in the market price of CVR Energy’s common shares in the current year period and a decrease in the market price of CVR Energy’s common shares in the prior year period.

Previous wording

Net Sales - For the three and six months ended June 30, 2025, net sales for the Petroleum Segment was $1.6 billion and $3.0 billion, respectively, compared to $1.8 billion and $3.5 billion for the three and six months ended June 30, 2024, respectively. The decrease in net sales for both periods was driven by lower throughput as a result of the 2025 Turnaround.

Current wording

Net Sales - For the three and nine months ended September 30, 2025, net sales for the Petroleum Segment was $1.7 billion and $4.8 billion, respectively, compared to $1.6 billion and $5.2 billion for the three and nine months ended September 30, 2024, respectively. The increase for the three months ended September 30, 2025 was primarily due to higher sales volumes as a result of increased throughput volumes combined with higher distillate prices in the current year period, offset by lower gasoline prices in the current year period. The decrease for the nine months ended September 30, 2025 was primarily driven by lower throughput volumes as a result of the 2025 Turnaround combined with lower gasoline and distillate prices.

Previous wording

Refining Margin -For the three months ended June 30, 2025, refining margin was $35 million, or $2.21 per throughput barrel, compared to $185 million, or $10.94 per throughput barrel, for the three months ended June 30, 2024. The primary factors contributing to the $150 million decrease in refining margin were:

Current wording

Refining Margin -For the three months ended September 30, 2025, refining margin was $708 million, or $35.65 per throughput barrel, compared to $44 million, or $2.53 per throughput barrel, for the three months ended September 30, 2024. The primary factors contributing to the $664 million increase in refining margin were:

Previous wording

•An increase in the Group 3 2-1-1 crack spread of $5.19 per barrel, driven by an improvement in distillate and gasoline crack spreads primarily due to lower inventory levels and improving demand trends in the current year.

Current wording

•An increase in the Group 3 2-1-1 crack spread of $6.58 per barrel, driven by an improvement in distillate and gasoline crack spreads primarily due to lower inventory levels and improving demand trends in the current year; and

Previous wording

•Unfavorable inventory valuation impacts of $31 million for the three months ended June 30, 2025 compared to favorable inventory valuation impacts of $2 million for the three months ended June 30, 2024, primarily due to falling crude oil prices in the current period compared to rising crude oil prices in the second quarter of 2024, coupled with smaller increases in refined product prices in the current period compared to the second quarter of 2024; and

Current wording

•Unfavorable inventory valuation impacts of $11 million for the three months ended September 30, 2025 compared to $31 million for the three months ended September 30, 2024, primarily due to smaller decreases in crude oil and gasoline prices in the current period compared to the third quarter of 2024, partially offset by rising distillate prices in the current year compared to falling distillate prices in the third quarter of 2024.

Previous wording

For the six months ended June 30, 2025, refining margin was $30 million, or $1.14 per throughput barrel, compared to $476 million, or $13.68 per throughput barrel, for the six months ended June 30, 2024. The primary factors contributing to the $446 million decrease in refining margin were:

Current wording

For the nine months ended September 30, 2025, refining margin was $738 million, or $15.93 per throughput barrel, compared to $520 million, or $9.96 per throughput barrel, for the nine months ended September 30, 2024. The primary factors contributing to the $218 million increase in refining margin were:

Previous wording

•An increase in the Group 3 2-1-1 crack spread of $1.72 per barrel, driven by an improvement in gasoline crack spreads primarily due to decreased inventory levels and improving demand trends in the current year; and

Current wording

•An increase in the Group 3 2-1-1 crack spread of $3.37 per barrel, driven by an improvement in distillate and gasoline crack spreads primarily due to lower inventory levels and improving demand trends in the current year; and

Previous wording

•Favorable derivative impacts of $13 million in the 2025 period as compared to the 2024 period resulting primarily from realized gains on Canadian crude oil positions in the current year period.

Current wording

•Favorable derivative impacts of $13 million in the 2025 period as compared to the 2024 period resulting primarily from realized gains on Canadian crude oil positions in the current year.

Previous wording

•Unfavorable sales volume impacts as a result of the 2025 Turnaround;

Current wording

•Unfavorable sales volume impacts as a result of the 2025 Turnaround; and