CVR ENERGY INC

CVR Energy, Inc. - Quarterly Report on Form 10-Q

September 30, 2026

This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, stock or unit repurchases, impacts of legal proceedings, legislation, policies or regulations, timing of determinations and other interactions with, and submissions to, regulatory authorities and agencies, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “should”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.

Forward-looking statements include, but are not limited to, the following:

•our forecasts of our future financial condition, capital expenditures, results of operations, revenues and expenses;

•our ability to successfully implement our business strategies and the timing thereof, including significant capital programs or projects, turnarounds or other initiatives;

•statements regarding the pending acquisition of the Target Assets (each as defined herein), including the expected timing of the closing of the Acquisition (as defined herein), the anticipated benefits, synergies and cost savings of the Acquisition, the expected financing of the Acquisition, including the Permanent Financing, the Bridge Facility, the Commercial Partner equity investment and the IEP equity commitment and related investor rights agreements (each as defined herein), and the expected effects of the Acquisition on our scale, operations, results of operations, liquidity and leverage;

•expectations regarding certain of our refineries to qualify as small refineries and receive small refinery exemptions;

•expectations regarding renewable fuel credits, known as renewable identification numbers (“RINs”), including their pricing and purchasing activities, as well as our ability to purchase RINs on a timely or cost-effective basis or at all;

•the expected supply, availability and price levels of raw materials and feedstocks and the effects of inflation, geopolitical events and conflicts thereupon;

•the expected availability of adequate cash and other sources of liquidity for the capital, operating and other needs of our businesses;

•our ability to meet certain carbon capture and sequestration milestones;

•expectations regarding future margins in the industries in which we operate;

•expectations regarding global production levels, including our production levels;

•expectations regarding impact of refined product demand and declining inventories on refined product prices and crack spreads;

•expectations regarding the cyclical and seasonal nature of the petroleum and nitrogen fertilizer businesses;

•expected competition in the petroleum and nitrogen fertilizer businesses, including potential impacts of domestic and global supply and demand or domestic or international duties, tariffs, or similar costs; and

•expectations regarding our ability to procure or recover under our insurance policies for damages or losses in full or at all.

Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties, and other factors could cause actual results and trends to differ materially from those projected or forward-looking. Differences between actual results or trends and any future results or trends expressed, suggested, or forecast in these forward-looking statements could result from a variety of factors, including the following:

•the potential impacts of geopolitical events and conflicts (including those relating to the Russia-Ukraine war and tensions and conflicts in the Middle East), and any escalation, expansion, or resolution thereof, on commodity prices and other markets to which we provide products;

•political uncertainty and impacts to the oil and gas industry and the United States and global economies generally as a result of actions taken by the current administration or others in response thereto, including the imposition of tariffs and reactions thereto and changes in climate or other energy laws, rules, regulations, or policies, including the Renewable Fuel Standard (“RFS”);

•the risk of changes in tax and other laws, regulations and policies that adversely impact conventional fuel operations or favor renewable energy projects in the United States, which could have a material adverse effect on our business, liquidity, financial condition, results of operations, and cash flows, including, without limitation, the One Big Beautiful Bill Act;

•risks related to volatile margins in the refining industry and exposure to the risks associated with volatile crude oil, refined product and feedstock prices and associated market conditions;

•the effects of transactions involving derivative instruments;

•risks related to the petroleum business’ and nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;

•risks related to the dependence of our businesses on customers and distributors, including to transport goods and equipment and providers of feedstocks;

•the risk of a material decline in our production levels, as well as potential operating hazards, downtime, and damage to our or our counterparties’ facilities and other assets from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters, accidents or other unscheduled shutdowns;

•the impact of rulings, judgments or settlements in litigation, tax or other legal or regulatory matters and the related impacts on our operations;

•risks related to operating hazards and interruptions in our refinery and nitrogen fertilizer facilities, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;

•risks related to the reliance on, or the ability to procure economically or at all, petroleum coke that our nitrogen fertilizer business purchases from certain of our subsidiaries and third-party suppliers or the natural gas, electricity, oxygen, nitrogen, sulfur processing and compressed dry air and other products purchased from third parties by the nitrogen fertilizer and petroleum businesses and the facility operating risks associated with these third parties;

•potential interruption in pipelines supplying feedstocks or distributing products;

•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;

•risks related to our lack of diversification of assets or operating and supply areas;

•the effects of potential labor supply shortages, labor difficulties, labor disputes or strikes;

•the effect of a potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;

•the risk that the treatment of CVR Partners, LP (“CVR Partners”) as a partnership for U.S. federal income or state tax purposes ceases;

•risks related to governmental actions, including by the U.S. Environmental Protection Agency, on our RIN obligation, open RINs positions, small refinery exemptions, and our cost to comply with our RFS obligations, and the success of various litigation related to the same;

•risks related to operational interruptions or changes in laws that could impact the amount and receipt of tax credits (if any) under the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;

•risks related to our businesses’ ability to obtain, retain or renew environmental and other governmental permits, licenses or authorizations necessary for the operation of its business;

•impact of potential runoff of water containing hazardous substances into waterways, and regulatory or legal actions in response thereto;

•risks related to our ability to issue securities, obtain financing or sell assets on terms favorable to us or at all;

•the impacts of existing and future regulations related to the end-use of our products;

•risks related to our ability to continue to license the technology used for our operations;

•risks related to the Acquisition, including the risk that the conditions to the closing of the Acquisition, including the expiration or termination of the waiting period under the HSR Act (as defined herein) and the receipt of other required regulatory approvals, are not satisfied or waived in a timely manner or at all, or that governmental authorities impose conditions on such approvals;

•the risk that the Acquisition is not completed within the expected timeframe or at all, or that we are unable to realize the anticipated benefits of the Acquisition;

•the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement (as defined herein), including circumstances requiring us to pay a termination fee;

•the effect of the pending Acquisition on our business relationships, operations and the market price of our common stock;

•the effect of restrictions under the Purchase Agreement on our use of cash and the conduct of our business prior to the closing of the Acquisition, including the requirement to maintain a minimum amount of unrestricted cash and cash equivalents;

•our ability to obtain the Permanent Financing on acceptable terms or at all, the risk that we may be required to borrow under the Bridge Facility, the risk that the Commercial Partner equity investment or the IEP equity commitment is not funded in the amounts or on the terms anticipated, and the substantial additional indebtedness we expect to incur in connection with the Acquisition and its effect on our financial flexibility and credit profile;

•risks related to potential strategic transactions involving CVR Energy (as defined herein) including, but not limited to, the Acquisition and others in which its controlling shareholder or others may participate or direct and potential strategic transactions involving CVR Partners in which CVR Energy or its controlling shareholder or others may participate, including in each case the process of exploring any such transaction and potentially completing any such transaction, including the costs thereof and the risk that any such transaction may not achieve any or all of any anticipated benefits or be completed at all;

•risks related to our controlling shareholder’s intentions regarding ownership of our common stock or the common units of CVR Partners, including any acquisitions (including those contemplated by the IE equity commitment), dispositions or transactions relating thereto;

•risks related to decisions to declare dividends or distributions (if any), including the timing and amount, as well as the variable nature of CVR Partners’ distributions, including the ability of its general partner to modify or revoke its distribution policy, or to cease making cash distributions on its common units;

•risks related to services provided by or competition among our subsidiaries, including conflicts of interests and control of CVR Partners’ general partner, and control of CVR Energy by its controlling shareholder;

•the effects of restrictions in our debt agreements, including the Permanent Financing and the Bridge Financing, and their impacts on our ability to refinance our debt on acceptable terms or at all;

•the risk of changes in our or our segments’ credit profiles and impacts thereof on cash needs or otherwise;

•risks related to timing and impacts of any decision to modify a unit to hydrocarbon processing following renewable conversion, or vice versa, including the resolution made in the third quarter of 2025 to revert the renewable diesel unit at the refinery located in Wynnewood, Oklahoma to hydrocarbon processing service;

•the effects of asset impairments and impacts thereof; and

•the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part II, Item 1A of this Report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”).

All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.

Information About Us

Investors should note that we make available, free of charge on our website at www.CVREnergy.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.

PART I. FINANCIAL INFORMATION