CVR ENERGY INC

(12) Commitments and Contingencies

In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. Except as discussed below, there have been no material changes in the Company’s commitments and contingencies from those disclosed in the 2024 Form 10-K. Certain recent developments are also discussed below.

Crude Oil Supply Agreement

The Petroleum Segment has a crude oil supply agreement with Gunvor USA LLC (“Gunvor”), which commenced on January 1, 2024 (as amended, the “Gunvor Crude Oil Supply Agreement”), pursuant to which Gunvor supplies the Petroleum Segment with certain crude oil and intermediation logistics helping to reduce the amount of inventory held at certain locations and mitigate crude oil pricing risk. Volumes contracted under this agreement, as a percentage of the total crude oil purchases (in barrels), were approximately 32% and 21% for the three months ended September 30, 2025 and 2024, respectively, and 18% and 21% for the nine months ended September 30, 2025 and 2024, respectively. On July 29, 2025, the Gunvor Crude Oil Supply Agreement was amended to update certain commercial terms and extend its term through January 31, 2029, which is subject totwo successive automaticone-year renewals following the expiration of the amended term in the absence of 180 days’ notice of termination.

45Q Transaction

Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45 million cap, if these minimum quantities are not delivered. CVR Partners issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVR-CapturePoint Parent, LLC (“CVRP JV”), which include the aforementioned fees. This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts.

Renewable Fuel Standard

Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and WRC (together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the EPA, which, absent any exemption or waiver, requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), into their transportation fuels or purchase RINs, in lieu of blending. The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, must either purchase RINs from third parties, including their affiliate, or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

As previously announced, on August 22, 2025, the EPA issued a decision document to the Company’s subsidiary, WRC, affirming the validity of its previous grant of WRC’s petitions for small refinery hardship relief under the RFS for WRC’s 2017

and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods, and granting 50 percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “2025 SRE Decision”). Based on this decision, WRC’s obligations for the 2020 through 2024 compliance periods were reduced by more than 424 million RINs, representing approximately $488 million. WRC timely complied with its RFS obligations for the 2023 and prior compliance periods by the October 1, 2025 deadline set forth in the 2025 SRE Decision. In July 2025, the EPA’s partial waiver of the 2024 cellulosic biofuel volume requirement was published in the Federal Register, making the RFS compliance reporting deadline for all obligated parties for the 2024 compliance period December 1, 2025.

Taking into account the 2025 SRE Decision, the Company’s obligated-party subsidiaries recognized, net of RIN sales, a benefit of $417 million and an expense of $86 million for the three months ended September 30, 2025 and 2024, respectively, and a benefit of $171 million and an expense of $65 million for the nine months ended September 30, 2025 and 2024, respectively, for their compliance with the RFS. The costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within Cost of materials and other in the Condensed Consolidated Statements of Operations. At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Company may be entitled), the remaining position is valued using RIN market prices at period end for each specific or closest vintage year.

As of September 30, 2025 and December 31, 2024, the Company’s obligated-party subsidiaries’ RFS positions were approximately $93 million and $323 million, respectively, and are recorded in Other current liabilities in the Condensed Consolidated Balance Sheets.

Litigation

Renewable Fuel Standard – WRC’s previous legal challenges against the EPA relating to WRC’s SRE petitions for its historical compliance periods were effectively mooted by the 2025 SRE Decision. On October 27, 2025, WRC filed in the United States Circuit Court of Appeals for the District of Columbia Circuit (the “DC Circuit”) a petition for review of the 2025 EPA Decision with respect to WRC’s 2020, 2022, 2023 and 2024 SREs, primarily intended to preserve WRC’s rights to challenge scoring and decisions relating to WRC’s future SRE petitions; similar petitions for review of the 2025 SRE Decision were filed by multiple other small refineries. Also in August 2025, the EPA requested additional information from WRC relating to its SRE petition for the 2025 compliance period. WRC submitted its SRE petition for the 2025 compliance period in July 2025, ruling on which WRC believes was due from the EPA in October 2025. WRC is currently evaluating the EPA’s request and any actions WRC may take relating to its 2025 SRE petition. As these matters are in their earliest stages, the Company cannot yet determine the impact thereof, or any actions of the EPA relating thereto, could have on WRC’s past, current, and future obligations under the RFS or the Company’s financial position, results of operations, or cash flows, which could be material.

Guaranty Dispute – In October 2025, a subsidiary of CVR Energy entered into a stipulation with Exxon Mobil Corporation (“XOM”) in connection with the lawsuit it filed in the Superior Court of the State of Delaware disputing the validity of an alleged guaranty claimed by XOM to have been issued in its favor in 1993 extending all deadlines under the litigation until December 1, 2025. As this matter remains in its early stages, the Company cannot yet determine whether its outcome will have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Wynnewood 2023 Fire Claim - In August 2025, plaintiffs in a lawsuit filed bythree contractor employees alleging personal injuries arising from the 2023 fire at the Wynnewood Refinery issued a settlement demand in the amount of $60 million. The Company disputes plaintiffs’ claims and has tendered defense and indemnity of the lawsuit to certain of its contractors and carriers. Trial is currently set for January 6, 2026. While the Company is vigorously defending itself, if this matter is ultimately concluded in a manner adverse to the Company, it could have a material effect on the Company’s financial position, results of operations, or cash flows.

CRNF Ammonia Release - In October 2025, a lawsuit was filed against CVR Energy, Inc. in the 268th Judicial District Court of Fort Bend County, Texas alleging damages arising from an ammonia release that occurred at the Coffeyville Fertilizer Facility in October 2025, following which multiple individuals were transported to hospitals for evaluation and treatment. As this matter is in its earliest stages, the Company cannot yet determine whether this incident could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

(13) Business Segments

CVR Energy’s revenues are primarily derived from thethree reportable segments: Petroleum, Renewables, and Nitrogen Fertilizer, which were determined based on the management approach, reflecting the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to evaluate performance and make strategic decisions.

•Petroleum includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates. The Petroleum Segment also includes activities related to crude gathering and logistics that support the refinery operations.

•Renewables includes the refining of renewable feedstocks, such as soybean oil, corn oil, and other renewable feedstocks, into renewable diesel and marketing of renewables products.

•Nitrogen Fertilizer includes the production and sales of nitrogen fertilizer products, primarily in the form of ammonia and UAN, for the farming industry.

The CODM evaluates the performance of each reportable segment and decides how to allocate resources, as applicable, based on segment operating income (loss) which includes the revenue and expenses that are directly attributable to each segment, as well as the total assets per segment. The CODM uses operating income (loss) and total assets by segment to assess the results generated by each reportable segment and to decide, as applicable, whether to recommend that the Board reinvest profits into the reportable segments, if at all, or pay dividends. Operating income (loss) by segment is also used to analyze performance against the budget and the Company’s competitors.

The other amounts reflect intercompany transactions, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.

During the third quarter of 2025, the Company resolved to revert the RDU at the Wynnewood Refinery 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. While the Company expects to maintain the option to switch back to renewable diesel service if incentivized to do so, this decision is expected to result in changes to the Company’s reportable segments, subject to completion of the operational transition and related financial reporting assessments. As of September 30, 2025, no changes have been made to the Company’s reportable segments, and there were no impacts on the segment results presented as of and for the three and nine months ended September 30, 2025. Refer to Note 4 (“Long-Term Assets”) for further discussion.

The following tables present the operating results and capital expenditures information by segment, the reconciliations to the consolidated net profit (loss), and other required disclosures:

The following table summarizes the reconciliation of total assets by segment to consolidated total assets:

(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

(14) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, and capital and turnaround expenditures included in accounts payable were as follows:

(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

(15) Related Party Transactions

Activity associated with the Company’s related party arrangements for the three and nine months ended September 30, 2025 and 2024 is summarized below:

(1)Sales to related parties, included in Net sales in our Condensed Consolidated Statements of Operations, consists of carbon oxide sales to a CVRP JV subsidiary.

(2)Purchases from related parties, included in Cost of materials and other in our Condensed Consolidated Statements of Operations, represent reimbursements for crude oil transportation services incurred on the crude oil pipeline connecting the refinery in Coffeyville, Kansas and the Cushing, Oklahoma oil hub (the “Midway Pipeline”) through Gunvor as the intermediary purchasing agent. On December 23, 2024, the Company sold the 50% limited liability company interest it owned in the Midway Pipeline.

(3)See below for a summary of the dividends paid to IEP during the nine months ended September 30, 2025 and year ended December 31, 2024.

Dividends to CVR Energy Stockholders

Dividends, if any, including the payment, amount and timing thereof, are determined at the discretion of the board of directors of the Company (the “Board”). IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date. The following table presents quarterly dividends paid to the Company’s stockholders, including IEP, during 2024 (amounts presented in the table below may not add to totals presented due to rounding):

There were no quarterly dividends declared or paid during the fourth quarter of 2024, and first, second, and third quarter of 2025 related to the third and fourth quarter of 2024 and first and second quarter of 2025, respectively. The Board did not declare a dividend for the third quarter of 2025.

Distributions to CVR Partners’ Unitholders

Distributions, if any, including the payment, amount and timing thereof, and the board of directors of CVR Partners’ general partner’s (the “UAN GP Board”) distribution policy, including the definition of available cash, are subject to change at the discretion of the UAN GP Board. The following tables present quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company and IEP, during 2025 and 2024 (amounts presented in the tables below may not add to totals presented due to rounding):

For the third quarter of 2025, CVR Partners, upon approval by the UAN GP Board on October 29, 2025, declared a distribution of $4.02 per common unit, or approximately $42 million, which is payable November 17, 2025 to unitholders of record as of November 10, 2025. Of this amount, CVR Energy and IEP will receive approximately $16 million and $1 million, respectively, with the remaining amount payable to public unitholders.