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. While there have been no material changes in the Company’s commitments and contingencies from those disclosed in the 2025 Form 10-K and in the Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, recent developments are discussed below.

45Q Transaction

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

Renewable Fuel Standard

Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the Environmental Protection Agency (“EPA”), which, absent any exemption or waiver, requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), into their transportation fuels or purchase RINs, in lieu of blending.

The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, whether through the grant of small refinery exemptions (“SREs”) or otherwise, must either purchase RINs from third parties or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

The EPA’s final rule, effective in June 2026, (a) established applicable blending volumes and percentage standards under the RFS for 2026 and 2027 for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel, reflecting the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel; (b) partially waived the 2025 cellulosic biofuel volume requirement and revised the associated percentage standard due to a shortfall in cellulosic biofuel production; and (c) promulgated several regulatory changes to the RFS program, including the removal of renewable electricity as a qualifying renewable fuel under the RFS program and makes minor revisions to the biogas provisions of the RFS program (the “2026/2027 RFS Final Rule”). In the 2026/2027 RFS Final Rule, the EPA confirmed its intention to add to annual blending obligations volumes that account for 70% of volumes actually exempted by the EPA for 2023 and 2024 compliance years and those projected to be exempted by the EPA for the 2025 compliance year, estimated by the EPA to total 2.89 billion RINs. In October 2026, the EPA published a proposed rule considering two approaches: splitting the 2025 exempted volumes evenly across 2026 and 2027 or adding the 2025 exempted volumes to 2027 only. Because the reallocation proposal would revise the existing standards, the EPA has triggered the automatic compliance deadline extension provision that was promulgated as part of the Set 2 rule. The 2026 compliance deadline (currently March 31, 2027) will be extended to whichever of the following dates is applicable, as follows: (a) if the EPA finalizes the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline after the effective date of the revised 2026 standards; (b) if the EPA withdraws the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline that is 60 days after the withdrawal is published in the Federal Register; and (c) if the EPA does not finalize or withdraw the proposed revision to the 2026 RFS standards within 12 months of the date the proposal is published in the Federal Register, the next quarterly reporting deadline after that 12-month mark. Public comment on this proposed rule ends on December 4, 2026.

On August 31, 2026, the EPA issued a decision document to the Company’s subsidiary, WRC, granting a 100 percent waiver from its RFS obligation for the 2025 compliance period (the “August 2026 SRE Decision”). As a result of the August 2026 SRE Decision, WRC’s RFS obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $253 million. WRC timely complied with its RFS obligation for the 2025 compliance period by the October 1, 2026 deadline set forth in the August 2026 SRE Decision. The August 2026 SRE Decision follows the EPA’s August 22, 2025 decision document issued to WRC, which granted full and partial waivers for WRC’s RFS obligation for the 2019 through 2024 compliance periods (the “August 2025 SRE Decision”) reducing WRC’s RFS obligations by more than 424 million RINs, representing approximately $488 million.

The costs for our obligated-party subsidiaries to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within Cost of materials and other in the Condensed Consolidated Statements of Operations. At each reporting period, to the extent RINs purchased and generated through blending are less than the RFS obligation (excluding the impact of exemptions or waivers to which the Company may be entitled), the remaining position is valued using RIN market prices at period end for each specific or closest vintage year.

Taking into consideration the August 2026 SRE Decision and the August 2025 SRE Decision but excluding the impact of any potential changes to 2026 obligations, as of September 30, 2026 and December 31, 2025, the Company’s obligated-party subsidiaries’ RFS positions were approximately $230 million and $72 million, respectively, and are recorded in Other current liabilities in the Condensed Consolidated Balance Sheets.

Litigation

Call Option Coverage Cases – The Texas appellate court has set oral argument for November 2026 in the appeal filed by the Company and certain of its affiliates (the “Call Defendants”) of the summary judgment granted in Texas state court (the “Texas Suit”) in favor of certain of the Company’s primary and excess insurers (the “Insurers”) relating to the August 2022 settlement (the “Settlement”) of the consolidated lawsuits filed by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders relating to the Company’s exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership. The Call Defendants’ motion to amend their complaint and certain other motions in the action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the “Delaware Suit”) remain pending. The Company does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Renewable Fuel Standard – In October 2026, WRC and certain other small refiners intervened in the action filed by certain biofuels groups in the U.S. Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) challenging the EPA’s grant of SRE petitions for the 2025 compliance period, including the SRE issued to WRC. The numerous challenges filed by WRC and other parties in the D.C. Circuit relating to the EPA’s August 2025 SRE Decision and the 2026/2027 RFS Final Rule remain pending.

As each of these matters are in their early stages, the Company cannot yet determine the impact of these matters on WRC’s past, current, and future obligations under the RFS or the Company’s financial position, results of operations, or cash flows, which could be material.

Guaranty Dispute – All deadlines in the 2024 and 2025 actions filed by Wynnewood Energy Company, LLC (“WEC”) in the Superior Court of the State of Delaware disputing the validity of an alleged 1993 guaranty (the “Guaranty Dispute”) asserted by Exxon Mobil Corporation (“XOM”) to obligate WRC to defend and indemnify XOM against multiple claims and lawsuits asserted against XOM between 2018 and 2025 arising from alleged contamination from historical oil wells and gas operations in Louisiana have been stayed until November 2026 while the parties continue to engage in mediation activities. While WEC continues to dispute the validity of the guaranty, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

CRNF Ammonia Release - In August 2026, another lawsuit was filed against CVR Energy, CVR Partners and certain of their subsidiaries alleging personal injury and related damages arising from an October 2025 ammonia release at the fertilizer facility in Coffeyville, Kansas operated by CRNF (the “2025 Release”), in addition to the multiple consolidated lawsuits currently pending in Texas state court in Fort Bend County relating to the 2025 Release. Discovery and motion practice in these cases is ongoing. As these matters are in their early stages, the Company cannot yet determine whether they will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Kansas Environmental Claims - Discovery relating to class certification continues in the lawsuit pending in the U.S. District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Kansas Defendants”) bythree residents of Coffeyville, on behalf of themselves and a purported class of similarly situated persons. While this matter is in its early stages, if a class is certified and the matter is ultimately concluded in a manner adverse to the Kansas Defendants, it could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

(13) Business Segments

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

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

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

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

The following tables present the operating results and capital expenditures information by segment, the reconciliations to the consolidated net profit (loss), and other required disclosures. The other amounts reflect intercompany transactions, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.

(1)Consists of renewable fuel activity.

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

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

(14) Supplemental Cash Flow Information

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

(15) Related Party Transactions

Activity associated with the Company’s related party arrangements for the three and nine months ended September 30, 2026 and 2025 is summarized below:

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

Dividends to CVR Energy Stockholders

Dividends, if any—including the amount and timing—are determined at the discretion of the board of directors of the Company (the “Board”). IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each applicable record date. The following table presents quarterly dividends paid to the Company’s stockholders, including IEP, during 2026 and 2025 (amounts presented in the table below may not add to totals presented due to rounding):

For the third quarter of 2026, the Company, upon approval by the Board on November 3, 2026, declared a cash dividend of $0.10 per share, or $10 million, which is payable November 23, 2026 to shareholders of record as of November 16, 2026. Of this amount, IEP will receive $7 million due to its ownership interest in the Company’s shares.

Distributions to CVR Partners’ Unitholders

Distributions, if any—including the payment, amount and timing thereof—and the board of directors of CVR Partners’ general partner’s (the “UAN GP Board”) distribution policy are subject to change at the discretion of the UAN GP Board. This includes the definition of available cash and any related reserves, which may be adjusted based on the UAN GP Board’s judgment and prevailing business concerns. The following table presents quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company and IEP, during 2026 and 2025 (amounts presented in the table below may not add to totals presented due to rounding):

(1)Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.

For the third quarter of 2026, CVR Partners, upon approval by the UAN GP Board on November 3, 2026, declared a distribution of $1.79 per common unit, or approximately $19 million, which is payable November 23, 2026 to unitholders of record as of November 16, 2026. Of this amount, CVR Energy and IEP will receive approximately $7 million and less than $1 million, respectively, with the remaining amount payable to public unitholders.