CVR ENERGY INC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization and Nature of Business

Organization

CVR Energy, Inc. (“CVR Energy”, “CVR”, “we”, “us”, “our”, or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment refines and markets high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates, as well as activities related to crude oil gathering and logistics that support refinery operations. CVR Partners produces and markets nitrogen fertilizer products primarily in the form of ammonia and urea ammonium nitrate (“UAN”) for the farming industry. CVR’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI”. As of September 30, 2026, Icahn Enterprises L.P. and its affiliates, including Mr. Carl C. Icahn (“IEP”), owned approximately 71% of the Company’s outstanding common stock.

CVR Partners, LP

As of September 30, 2026, public common unitholders held approximately 60% of CVR Partners’ outstanding common units; CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests, while IEP held approximately 3% of CVR Partners’ outstanding common units. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is only impacted by the results of and distributions from CVR Partners.

Pending Acquisition of Northern PADD II Refining Assets

On November 2, 2026, the Company entered into an equity and asset purchase agreement (the “Purchase Agreement”) with certain indirect subsidiaries and affiliates of Marathon Petroleum Corporation (the “Sellers”) to acquire the refinery located in St. Paul Park, Minnesota (the “St. Paul Park Refinery”), the refinery located in Mandan, North Dakota (the “Mandan Refinery”), a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc., and associated wholesale marketing and logistics assets (collectively, the “Target Assets”), and to assume certain liabilities related to the Target Assets, for aggregate cash consideration of approximately $4.2 billion, subject to customary closing adjustments, including net working capital and inventory adjustments (the “Acquisition”). The Acquisition is expected to be accounted for as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company as the accounting acquirer. The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The Purchase Agreement may be terminated under specified circumstances, in certain of which the Company would be required to pay the Sellers a termination fee of 6%,4% or 2% of the aggregate base purchase price, depending on the circumstances of termination.

Financing Transactions and Commercial Agreements

In connection with the Purchase Agreement, the Company entered into a debt commitment letter with Barclays Bank PLC and certain other financial institutions providing for a commitment to provide (i) a senior secured 364-day bridge loan facility in an aggregate principal amount of up to $2.5 billion, to the extent the net cash proceeds of permanent senior secured financing are less than $2.5 billion, and (ii) consents to an amendment to the CVR Energy ABL to provide $550 million of incremental commitments, increasing total commitments to $1.1 billion upon the closing of the Acquisition (or, alternatively, commitments for a new $1.1 billion senior secured asset-based revolving credit facility). The Company also entered into (a) a subscription agreement with a commercial counterparty (the “Commercial Partner”) pursuant to which the Commercial Partner committed to purchase $800 million of shares of the Company’s non-voting common stock equivalent convertible preferred stock in a private placement, conditioned upon and concurrent with the closing of the Acquisition, and (b) a subscription agreement with IEP, the Company’s controlling stockholder, pursuant to which IEP committed to provide, directly or indirectly, up to $500 million of equity financing at the same price per share as the commercial counterparty, which commitment terminates upon the consummation of an offering of common stock generating gross proceeds to the Company of at least $500 million, together with a stockholders and registration rights agreement with IEP.

The Company and certain of its subsidiaries also entered into crude oil supply, product offtake, inventory purchase and sale, and terminalling agreements with an affiliate of the Commercial Partner, which will become effective upon the closing of the Acquisition and satisfaction of applicable conditions and will expireten years thereafter, subject to earlier termination and an extension option. Under these agreements, the Commercial Partner will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park Refineries and serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions.

Subsequent Events

The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s condensed consolidated financial statements or require disclosure in the notes thereto through the date of issuance. Where applicable, the notes to these condensed consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.

(2) Basis of Presentation

The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of the Company and its majority-owned direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from these condensed consolidated financial statements. Therefore, the accompanying condensed consolidated financial statements should be read in conjunction with the December 31, 2025 audited consolidated financial statements and notes thereto included in CVR Energy’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

Our condensed consolidated financial statements include the consolidated results of CVR Partners, which is defined as a variable interest entity (“VIE”). As the 100% owner of the general partner of CVR Partners, the Company has the sole ability to direct the activities that most significantly impact the economic performance of CVR Partners and is considered the primary beneficiary.

In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Company for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results of operations and cash flows that will be realized for the year ending December 31, 2026 or any other interim or annual period.

Segment Reporting

In December 2025, the Company reverted the renewable diesel unit at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”) back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. While the Company maintains the option to switch back to renewable diesel service if incentivized to do so, it no longer refines renewable feedstocks, such as soybean oil, corn oil, and other similar feedstocks, into renewable diesel nor does it currently market renewable diesel. Based on the Company’s revised reporting assessment performed during the first quarter of 2026, the renewables business no longer met the quantitative or qualitative requirements under ASC 280, Segment Reporting, to be disclosed as a separate reportable segment. Effective beginning with the Form 10-Q for the quarter ended March 31, 2026, all prior period Renewables activity has been consolidated within “Other” and disclosures have been retrospectively adjusted to reflect the current segment presentation. Refer to Note 13 (“Business Segments”) for segment disclosures.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In May 2026, the Financial Accounting Standards Board issued Accounting Standards Update 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes authoritative guidance for the recognition, measurement, presentation, and disclosure for entities that generate, purchase, or receive environmental credits, or that have a regulatory compliance obligation that may be settled with environmental credits. This standard is effective for the Company’s annual and interim reporting periods beginning January 1, 2028. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this new accounting guidance.

(3) Inventories

Inventories consisted of the following:

At September 30, 2025, the renewables business had inventories with carrying amounts exceeding their net realizable value, which was estimated using indicative market pricing available at the time of the assessment. As a result, we recognized a loss of $9 million and $12 million for the three and nine months ended September 30, 2025, respectively, in Cost of materials and other in the Company’s Condensed Consolidated Statements of Operations to reflect the net realizable value of such inventories. No adjustment was necessary during the three and nine months ended September 30, 2026.

(4) Long-Term Assets

Property, Plant, and Equipment

Property, plant, and equipment, net consisted of the following:

For the three and nine months ended September 30, 2026, depreciation and amortization expense related to property, plant, and equipment was $60 million and $177 million, respectively, compared to $89 million and $203 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, capitalized interest was $3 million and $7 million, respectively, compared to $2 million and $7 million for the three and nine months ended September 30, 2025, respectively.

Other Long-Term Assets

As of September 30, 2026 and December 31, 2025, Other long-term assets included turnaround assets, net of accumulated amortization of $190 million and $242 million, respectively. For the three and nine months ended September 30, 2026, amortization expense related to turnaround assets was $17 million and $57 million, respectively, compared to $21 million and $50 million for the three and nine months ended September 30, 2025.

(5) Other Current Liabilities

Other current liabilities were as follows:

(6) Long-Term Debt and Finance Lease Obligations

Long-term debt and finance lease obligations consisted of the following:

Credit Agreements

CVR Energy

2031 Notes and 2034 Notes - On February 12, 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of notes, consisting of $600 million of 7.500% Senior Notes, due February 2031 (the “2031 Notes”) and $400 million of 7.875% Senior Notes, due February 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. The 2031 Notes will mature on February 15, 2031, unless earlier redeemed or purchased. The 2034 Notes will mature on February 15, 2034, unless earlier redeemed or purchased. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the Notes.

In connection with the issuance of the Notes, the Company received $993 million of net cash proceeds, net of underwriting fees and other third-party fees and expenses associated with the offering. The debt issuance costs of the Notes totaled approximately $13 million and are being amortized over the terms of the respective notes as interest expense using the effective-interest amortization method.

2029 Notes - On February 13, 2026, CVR Energy redeemed all of its outstanding 8.500% Senior Notes, due January 2029 (the “2029 Notes”), at a redemption price equal to 104.250% of the principal amount, plus accrued and unpaid interest. As a result of this transaction, the Company recognized in Interest expense, net a $28 million loss on extinguishment of debt during the nine months ended September 30, 2026, which consisted of the call premium and write-off of unamortized deferred financing costs. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the 2029 Notes.

2028 Notes - On February 17, 2026, CVR Energy redeemed $217 million of its outstanding 5.750% Senior Notes, due February 2028 (the “2028 Notes”), at par, plus accrued and unpaid interest. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the 2028 Notes.

Term Loan - On February 12, 2026, certain of the Company’s subsidiaries repaid the aggregate principal balance of the senior secured term loan facility (the “Term Loan”) and settled accrued interest. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the Term Loan.

CVR Energy ABL - On February 12, 2026, certain subsidiaries of the Company entered into Amendment No. 5 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012, with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent, to, among other things, (i) increase the commitments under the facility from $345 million to $550 million, which commitments may be further increased up to $700 million in accordance with the Amended and Restated ABL Credit Agreement, (ii) extend the maturity date of the facility from June 30, 2027 to February 12, 2031, and (iii) make certain amendments to the borrowing base calculation and negative covenants. See Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of the 2025 Form 10-K for further details of the CVR Energy ABL.

Covenant Compliance

The Company and its subsidiaries were in compliance with all covenants under their respective debt instruments as of September 30, 2026.

(7) Revenue

The following table presents the Company’s revenue disaggregated by major product, which include a reconciliation of the disaggregated revenue by the Company’s reportable segments:

(1)Distillates consist primarily of diesel fuel, kerosene, and jet fuel.

(2)Includes renewable fuels activity.

Remaining Performance Obligations

The Company has spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). The Company does not disclose remaining performance obligations for contracts that had original terms of one year or less or for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.

As of September 30, 2026, the Nitrogen Fertilizer Segment had approximately $3 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Nitrogen Fertilizer Segment expects to recognize $1 million of these performance obligations as revenue by the end of 2026 and $1 million in each of 2027 and 2028.

Contract Balances

The following table provides the amounts of deferred revenue and accounts receivable from contracts with customers and respective balance sheet location(in millions):

(1)Includes amounts billed to customers for which the related revenue is currently deferred.

During the nine months ended September 30, 2026 and 2025, the Company recognized revenue of $21 million and $49 million, respectively, that was included in the deferred revenue balances as of December 31, 2025 and December 31, 2024, respectively.

(8) Derivative Financial Instruments

The following outlines the net notional buy (sell) position of our commodity derivative instruments held as of September 30, 2026 and December 31, 2025:

(1)As of September 30, 2026, the Company held offsetting forward Crude and NYMEX Diesel Crack commodity buy and sell positions of approximately 1.2 million and 0.2 million barrels, respectively.

The following outlines the balances of our commodity derivative instruments after the effects of contract netting and allocation of collateral and their classifications on our Condensed Consolidated Balance Sheets. Refer to Note 9 (“Fair Value Measurements”) for the gross amounts of the commodity derivative instruments (before the effects of contract netting and allocation of collateral):

The following table represents CVR Energy’s incurred realized and unrealized net (losses) gains from derivative activities, recorded in Cost of materials and other on the Condensed Consolidated Statements of Operations:

CVR Energy has certain derivative instruments that contain credit risk-related contingent provisions associated with the Company’s credit ratings. If the Company’s credit rating were to be downgraded below specified levels, counterparties could require the Company to post additional collateral or request immediate settlement of derivative instruments in a liability position. As of September 30, 2026, the aggregate fair value of derivative instruments in a gross liability position subject to these provisions was $294 million, or $276 million after the effect of master netting arrangements, for which the Company has posted collateral of $98 million.

Certain of these derivative contracts are entered into with counterparties that qualify as secured hedging providers under the Company’s asset-based lending facility. Under the terms of the applicable derivative contracts, the counterparty’s exposure is secured by the collateral package supporting the asset-based lending facility. As a result, the Company generally is not required to post cash collateral or margin with respect to these derivative contracts, although collateral requirements may arise under certain circumstances specified in the applicable agreements. The Company’s remaining derivative liability positions subject to these provisions are with secured hedging providers.

Based on the Company’s derivative positions and collateral posted as of September 30, 2026, the Company would not have been required to post additional collateral or settle its derivative liabilities if the credit‑risk‑related contingent provisions had been triggered at that date.

(9) Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

The following tables set forth information about the assets and liabilities measured at fair value on a recurring basis, by input level, as of September 30, 2026 and December 31, 2025. Such amounts are presented on a gross basis, before the effects of netting and allocation of collateral. The Company elected to offset the fair value amounts recognized for derivative assets and liabilities executed with the same counterparty under a master netting arrangement, including fair value amounts recognized for the right to reclaim or the obligation to return cash collateral.

(1)At September 30, 2026 and December 31, 2025, the Company had $10 million and $5 million, respectively, of collateral under master netting arrangements within Other current assets on the Condensed Consolidated Balance Sheets primarily related to initial margin requirements, which were not offset against the derivative liability positions.

The Company’s commodity derivative contracts consist of exchange traded futures, commodity price swaps, and sale and purchase forwards that are measured at fair value using a market approach based on available broker quoted market prices of identical or similar instruments. Similarly, RFS obligations are measured at fair value using a market approach based on available broker quoted market renewable fuel credits, known as renewable identification numbers (“RINs”), spot prices for each specific or closest vintage year.

The Company had no transfers of assets or liabilities between any of the above levels during the nine months ended September 30, 2026 and year ended December 31, 2025.

Assets and liabilities not required to be measured at fair value

CVR Energy holds cash equivalents which consist primarily of bank time deposits with maturities of 90 days or less. Cash and cash equivalents had carrying and fair values of $1.3 billion and $511 million at September 30, 2026 and December 31, 2025, respectively, and are classified as Level 1 in the fair value hierarchy.

Long-term debt of $1.7 billion and $1.7 billion at September 30, 2026 and December 31, 2025, respectively, had estimated fair values of $1.7 billion and $1.6 billion, respectively, and are classified as Level 2 in the fair value hierarchy.

Other short-term financial assets and liabilities, which consist of accounts receivable, accounts payable, and operating and finance lease obligations, are carried at cost on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 and approximate their estimated fair values.

(10) Share-Based Compensation

The following table summarizes share-based compensation expense for the three and nine months ended September 30, 2026 and 2025, including expense related to outstanding awards, forfeiture-related reversals, and unit price market fluctuation impacts:

(11) Income Taxes

The following table summarizes the Company’s income taxes and effective tax rate for the three and nine months ended September 30, 2026 and 2025:

The Company’s effective tax rate was 20.0% and 21.4% for the three and nine months ended September 30, 2026, respectively, and 17.9% and (1.6)% for the three and nine months ended September 30, 2025, respectively, compared to the U.S. federal statutory rate of 21.0% for all periods. The differences from the statutory rate were primarily attributable to the tax effects of noncontrolling interests and state tax credits.