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CVR PARTNERS, LP

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

UAN$109.48+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001425292-25-000022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001425292-25-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 114 previous paragraphs and 115 current paragraphs.

75 unchanged; 39 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Depreciation and Amortization Expense- For the three and nine months ended September 30, 2025, depreciation and amortization expense was $20.0 million and $58.9 million, respectively, compared to $24.7 million and $64.1 million, respectively, for the three and nine months ended September 30, 2024. These decreases were primarily due to prior year accelerated depreciation, predominantly related to granular plant production assets retired at the end of 2024, partially offset by fluctuations in depreciation expense capitalized into inventory, current year accelerated depreciation related to early asset retirements, mostly related to the ammonia expansion project, and asset additions to property, plant and equipment in the current period.
Reworded paragraphs (39)

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 (“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.”

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 (“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.”

Previous wording

The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for and prices of its products, inflation, and existing and potential future global supply disruptions. As a result, future operating results and current and long-term financial conditions could be negatively impacted if economic conditions remain volatile and/or decline. The Partnership is not able at this time to predict the extent to which these conditions may have a material, or any, effect on its financial or operational results in future periods.

Current wording

The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for and prices of its products, inflation, and existing and potential future global supply disruptions. As a result, the future operating results and current and long-term financial conditions of the Partnership could be negatively impacted if economic conditions remain volatile and/or decline. The Partnership is not able at this time to predict the extent to which these conditions may have a material, or any, effect on its financial or operational results in future periods.

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 among the factors that have caused the price of fertilizers to rise in the U.S. However, retaliatory trade actions by other countries, particularly in corn and soybean, have been a factor in lowering grain prices and negatively impacting farmer economics.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, making significant amendments to federal tax law, including permanently extending several provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). The legislation did not affect the Partnership’s income tax balances as of June 30, 2025. The Partnership is currently assessing its impact on future income tax balances and related disclosures and anticipates that it will benefit from the permanent extension of certain TCJA provisions.

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 permanently extending several provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). The Partnership expects to benefit from the permanent extension of certain TCJA provisions and expects no material impact to its income tax balances. However, the Partnership will continue to monitor developments and evaluate any potential future impacts related to the OBBB.

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 fertilizer, agriculture, and other industries. These concerns could lead to further disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions, sanctions or transportation bottlenecks. 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 fertilizer, agriculture, and other industries. These factors, together with tentative and ongoing peace negotiations in the affected regions, could lead to further disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions, sanctions or transportation bottlenecks. The ultimate impacts of these conflicts and/or 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 - 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 United States Environmental Protection Agency (“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

Regulatory Environment - 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 United States Environmental Protection Agency (“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 excludes 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

There have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels. While the Biden Administration advanced significant climate initiatives, including stricter 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. 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, compliance costs, results of operations and overall market stability.

Current wording

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 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. 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, compliance costs, results of operations and overall market stability.

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

The United States Department of Agriculture (“USDA”) estimates that in spring 2025 farmers planted 95.2 million corn acres, representing an increase of 4.9% compared to 90.7 million corn acres in 2024. Planted soybean acres are estimated to be 83.4 million, representing a decrease of 4.3% 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 98.7 million corn acres, representing an increase of 8.6% compared to 90.9 million corn acres in 2024. Planted soybean acres are estimated to be 81.1 million, representing a decrease of 7.0% compared to 87.3 million soybean acres in 2024. The combined estimated corn and soybean planted acres of 179.9 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 Coffeyville Facility could utilize natural gas as an optional feedstock to pet coke for the production of nitrogen fertilizer, subject to certain facility modifications. In addition, the Partnership could import larger than historical quantities of hydrogen directly from CVR Energy’s adjacent refinery, and increase the nameplate ammonia production of the Coffeyville Facility. The initial stages of the combined project has been approved by the board of directors of our general partner (the “Board”), subject to engineering and final cost estimates. We have begun detailed engineering and ordering long lead-time equipment. This project will make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility.

Current wording

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

Previous wording

Over the past two years, the Partnership has reserved funds for a series of debottlenecking projects that are intended to improve reliability and ultimately facilitate potential additions to production rates at the Facilities. During 2025, the Partnership has been executing projects focused on water and electrical reliability at the Facilities, along with expansions of diesel exhaust fluid production and loadout capabilities, among other projects. In addition, during the planned turnaround at the Coffeyville Facility in the fourth quarter of 2025, the Partnership intends to install a nitrous oxide abatement unit. After installation, the Partnership 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, the Partnership has reserved funds for a series of debottlenecking projects that are intended to improve reliability and ultimately facilitate potential additions to production rates at the Facilities. During 2025, the Partnership has been executing projects focused on water and electrical reliability at the Facilities, along with expansions of diesel exhaust fluid production and loadout capabilities, among other projects. In addition, during the planned turnaround at the Coffeyville Facility, which is currently underway, the Partnership is nearing completion on the installation of a nitrous oxide abatement unit. After installation, the Partnership 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

The chart presented below summarizes our ammonia utilization rate on a consolidated basis for the three and six months ended June 30, 2025 and 2024. Utilization is an important measure used by management to assess operational output at each of the Partnership’s Facilities. Utilization is calculated as actual tons of ammonia produced divided by capacity.

Current wording

The chart presented below summarizes our ammonia utilization rate on a consolidated basis for the three and nine months ended September 30, 2025 and 2024. Utilization is an important measure used by management to assess operational output at each of the Partnership’s Facilities. Utilization is calculated as actual tons of ammonia produced divided by capacity.

Previous wording

On a consolidated basis for the three months ended June 30, 2025, utilization decreased to 91% compared to 102% for the three months ended June 30, 2024 due primarily to planned downtime associated with control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during the second quarter of 2025 (the “Q2 2025 Outages”). For the six months ended June 30, 2025, utilization was 96%, consistent with utilization for the six months ended June 30, 2024. Utilization for the 2025 period was impacted primarily by the Q2 2025 Outages, while the 2024 period was impacted by the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 (the “Q1 2024 Outage”).

Current wording

On a consolidated basis for the three months ended September 30, 2025, utilization decreased to 95% compared to 97% for the three months ended September 30, 2024 due primarily to planned downtime associated with control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during the third quarter of 2025 (the “Q3 2025 Outages”). For the nine months ended September 30, 2025, utilization was 96%, consistent with utilization for the nine months ended September 30, 2024. Utilization for the 2025 period was impacted primarily by the Q3 2025 Outages and outages related to the control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during the second quarter of 2025 (together with the Q3 2025 Outages, the “2025 Outages”), while the 2024 period was impacted by the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “2024 Outages”).

Previous wording

Production Volumes -Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents these metrics for the three and six months ended June 30, 2025 and 2024:

Current wording

Production Volumes -Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents these metrics for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Feedstock -Our Coffeyville Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Facility uses natural gas in its production of ammonia. The table below presents these feedstocks for the Facilities for the three and six months ended June 30, 2025 and 2024:

Current wording

Feedstock -Our Coffeyville Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Facility uses natural gas in its production of ammonia. The table below presents these feedstocks for the Facilities for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Financial Highlights for the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Financial Highlights for the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

For the three months ended June 30, 2025, the Partnership’s operating income and net income were $46.3 million and $38.8 million, respectively, compared to operating income and net income of $33.6 million and $26.2 million, respectively, for the three months ended June 30, 2024. For the six months ended June 30, 2025, the Partnership’s operating income and net income were $80.9 million and $65.9 million, respectively, compared to operating income and net income of $53.6 million and $38.8 million, respectively, for the six months ended June 30, 2024. These increases were driven in part by higher revenues, primarily due to an increase in UAN and ammonia sales volumes and prices, and favorable sales of other products, as well as lower pet coke feedstock costs, partially offset by higher natural gas and other purchased feedstock costs and increased volumes sold due to draws of UAN and ammonia inventory relative to the three months ended June 30, 2024 and draws of UAN inventory relative to the six months ended June 30, 2024.

Current wording

For the three months ended September 30, 2025, the Partnership’s operating income and net income were $50.6 million and $43.1 million, respectively, compared to operating income and net income of $11.0 million and $3.8 million, respectively, for the three months ended September 30, 2024. For the nine months ended September 30, 2025, the Partnership’s operating income and net income were $131.5 million and $108.9 million, respectively, compared to operating income and net income of $64.6 million and $42.6 million, respectively, for the nine months ended September 30, 2024. These increases were primarily due to higher revenues which were driven by increases in UAN and ammonia sales prices during the three and nine months ended September 30, 2025, as well as UAN sales volumes during the nine months ended September 30, 2025, partially offset by higher natural gas prices and lower ammonia sales volumes during the three and nine months ended September 30, 2025.

Previous wording

Net Sales - For the three months ended June 30, 2025, net sales was $168.6 million compared to $132.9 million for the three months ended June 30, 2024. The increase was primarily due to favorable UAN sales volumes and prices contributing $21.0 million in higher revenue, combined with favorable ammonia sales volumes and prices contributing $11.7 million in higher revenue.

Current wording

Net Sales - For the three months ended September 30, 2025, net sales was $163.5 million compared to $125.2 million for the three months ended September 30, 2024. The increase was primarily due to favorable UAN and ammonia sales prices contributing $45.4 million in higher revenue, partially offset by decreased ammonia and UAN sales volumes reducing revenues by $7.4 million.

Previous wording

For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, UAN and ammonia sales volumes increased despite lower production volumes, primarily due to strong demand and a larger shift of product deliveries from the second quarter into the first quarter in the prior year driven by favorable weather allowing farmers to apply earlier in the year. In addition, UAN and ammonia sales prices were favorable in 2025 due to improved market conditions, primarily driven by tight inventory levels. These inventory constraints resulted from increased demand arising from higher planting acreage in 2025, as well as domestic and international production outages that reduced global supply of nitrogen fertilizers. Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.

Current wording

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, UAN and ammonia sales volumes decreased due to tight inventory levels as a result of higher sales earlier in the year, primarily due to strong demand. In addition, UAN and ammonia sales prices were favorable in 2025 due to improved market conditions, primarily driven by tight inventory levels. These inventory constraints resulted from increased demand arising from higher planting acreage in 2025, as well as domestic and international production outages that reduced global supply of nitrogen fertilizers. Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.

Previous wording

For the six months ended June 30, 2025, net sales was $311.4 million compared to $260.6 million for the six months ended June 30, 2024. This increase was primarily due to favorable UAN sales volumes and prices contributing $31.3 million in higher revenues, combined with favorable ammonia sales volumes and prices contributing $8.0 million in higher revenues.

Current wording

For the nine months ended September 30, 2025, net sales was $475.0 million compared to $385.8 million for the nine months ended September 30, 2024. This increase was primarily due to favorable UAN sales volumes and prices contributing $68.5 million in higher revenues, combined with favorable ammonia sales prices contributing $13.3 million in higher revenues, partially offset by decreased ammonia sales volumes reducing revenues by $4.5 million.

Previous wording

The following table demonstrates the impact of changes in sales volume and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024:

Current wording

The following table demonstrates the impact of changes in sales volume and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024:

Previous wording

The increase in ammonia and UAN sales pricing for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to the same conditions described for the three-month period. The increase in UAN sales volumes for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily attributable to higher UAN production volumes in the current period as a result of the Q1 2024 Outage, partially offset by the Q2 2025 Outages. The increase in ammonia sales volumes is primarily due to increased demand arising from higher planting acreage in 2025.

Current wording

The increase in ammonia and UAN sales pricing for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to the same conditions described for the three-month period. The increase in UAN sales volumes for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily attributable to higher UAN production volumes in the current period as a result of the 2024 Outages in the prior period, partially offset by the 2025 Outages. The decrease in ammonia sales volumes is primarily due to an increase in the volume of ammonia upgraded to other nitrogen products in the current period leading to less ammonia volumes available for sale.

Previous wording

Cost of Materials and Other -For the three and six months ended June 30, 2025, cost of materials and other was $32.5 million and $60.4 million, respectively, compared to $26.1 million and $51.4 million for the three and six months ended June 30, 2024, respectively. These increases were driven primarily by increased volumes sold, increased natural gas prices, higher volumes of other purchased feedstocks, and increased distribution costs in the current periods, partially offset by lower pet coke prices.

Current wording

Cost of Materials and Other -For the three and nine months ended September 30, 2025, cost of materials and other was $25.4 million and $85.8 million, respectively, compared to $26.3 million and $77.7 million for the three and nine months ended September 30, 2024, respectively. The decrease for the three months ended September 30, 2025 was driven primarily by decreased volumes sold and lower distribution costs, partially offset by increased natural gas prices. The increase for the nine months ended September 30, 2025 was driven primarily by increased natural gas prices, higher volumes of other purchased feedstocks, and increased distribution costs in the current period, partially offset by lower pet coke prices.

Previous wording

Direct Operating Expenses (exclusive of depreciation and amortization) -For the three and six months ended June 30, 2025, direct operating expenses (exclusive of depreciation and amortization) was $60.5 million and $115.0 million, respectively, compared to $46.9 million and $102.5 million for the three and six months ended June 30, 2024, respectively. These increases were primarily a result of increased volumes sold, increased utility costs from higher natural gas and electricity prices, and higher personnel costs in the current periods. For the six months ended June 30, 2025, the aforementioned increases were partially offset by decreased repairs and maintenance costs compared to the six months ended June 30, 2024.

Current wording

Direct Operating Expenses (exclusive of depreciation and amortization) -For the three and nine months ended September 30, 2025, direct operating expenses (exclusive of depreciation and amortization) was $57.7 million and $172.7 million, respectively, compared to $55.8 million and $158.3 million for the three and nine months ended September 30, 2024, respectively. The increases for the three and nine months ended September 30, 2025 were primarily a result of increased utility costs from higher natural gas and electricity prices, higher personnel and contract labor costs, and preliminary spend for the Coffeyville Facility’s planned 2025 turnaround in the current period. For the nine months ended September 30, 2025, the aforementioned increases were partially offset by decreased repairs and maintenance costs compared to the nine months ended September 30, 2024.

Previous wording

Selling, General, and Administrative Expenses - For the three and six months ended June 30, 2025, selling, general and administrative expenses was $8.0 million and $15.9 million, respectively, compared to $6.3 million and $13.6 million, respectively, for the three and six months ended June 30, 2024. These increases were primarily related to higher share-based compensation due to larger increases in market prices for CVR Partners’ common units in the current period compared to the prior period.

Current wording

Selling, General, and Administrative Expenses - For the three and nine months ended September 30, 2025, selling, general and administrative expenses was $9.2 million and $25.1 million, respectively, compared to $7.4 million and $21.1 million, respectively, for the three and nine months ended September 30, 2024. These increases were primarily related to higher share-based compensation accruals due to an increase in market prices for CVR Partners’ common units during the three months ended September 30, 2025 compared to a decrease in the three months ended September 30, 2024, and a larger increase during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

(1)Amount consists of reserves established by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.

Current wording

(1)Amount consists of reserves established by management and approved by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.

Previous wording

(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects, net of any releases of previously reserved funds, of $7.5 million and $15.4 million for the three and six months ended June 30, 2025, respectively, and $16.3 million and $20.6 million for the three and six months ended June 30, 2024, respectively.

Current wording

(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects, net of any releases of previously reserved funds, of $7.9 million and $23.3 million for the three and nine months ended September 30, 2025, respectively, and $4.3 million and $24.8 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

(5)Amount represents the cumulative available cash for distribution based on full year results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the following period. The Partnership declared and paid a cash distribution of $1.75 and $2.26 per common unit related to the fourth quarter of 2024 and the first quarter of 2025, respectively, and declared a cash distribution of $3.89 per common unit related to the second quarter of 2025 to be paid in August 2025.

Current wording

(5)Amount represents the cumulative available cash for distribution based on full year results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the following period. The Partnership declared and paid a cash distribution of $1.75, $2.26, and $3.89 per common unit related to the fourth quarter of 2024 and the first and second quarters of 2025, respectively, and declared a cash distribution of $4.02 per common unit related to the third quarter of 2025 to be paid in November 2025.

Previous wording

When considering the market conditions and current geopolitical matters, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months. However, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including, but not limited to, rising material and labor costs, other inflationary pressures, and interest rate fluctuations. Additionally, potential supply chain disruptions, geopolitical and economy instability, volatility in commodity prices, and changes in regulatory policies could adversely affect our operations. Our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance, which is subject to operating performance, as well as general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, changes in the U.S trade policies, shifts in global demand and tightening credit market conditions could impact our financial stability.

Current wording

When considering the market conditions and current geopolitical matters, we currently believe that our cash from operations and existing cash and cash equivalents, along with current borrowing capacity and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months. However, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including, but not limited to, rising material and labor costs, other inflationary pressures, and interest rate fluctuations. Additionally, potential supply chain disruptions, geopolitical and economy instability, volatility in commodity prices, and changes in regulatory policies could adversely affect our operations. Our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance, which is subject to operating performance, as well as general economic, political, financial, competitive, and other factors, some of which may be beyond our control. Furthermore, changes in the U.S trade policies, shifts in global demand and tightening credit market conditions could impact our financial stability.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $114.4 million, and combined with $47.3 million available under our ABL Credit Facility, we had total liquidity of $161.7 million. As of December 31, 2024, we had $90.9 million in cash and cash equivalents and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $156.2 million, and combined with $50.0 million available under our ABL Credit Facility, we had total liquidity of $206.2 million. As of December 31, 2024, we had $90.9 million in cash and cash equivalents and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million.

Previous wording

Our total capital expenditures for the six months ended June 30, 2025, along with our estimated expenditures for 2025 are as follows:

Current wording

Our total capital expenditures for the nine months ended September 30, 2025, along with our estimated expenditures for 2025 are as follows:

Previous wording

The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility, costing approximately $15 million and lasting 30 days, and in 2026 at the East Dubuque Facility. Turnaround costs are not capitalized, but instead are expensed as incurred, and are expected to be funded through cash reserves taken during the three years preceding the turnaround.

Current wording

The Coffeyville Facility’s planned turnaround commenced in early October 2025, with an estimated cost of approximately $17 million, and is expected to last 33 days. The next planned turnaround is currently scheduled to commence in the third quarter of 2026 at the East Dubuque Facility. Turnaround costs are not capitalized, but instead are expensed as incurred within Direct operating expenses (exclusive of depreciation and amortization), and are expected to be funded through cash reserves taken during the three years preceding the turnaround.

Previous wording

For the second quarter of 2025, the Partnership, upon approval by the Board on July 30, 2025, declared a distribution of $3.89 per common unit, or approximately $41.1 million, which is payable August 18, 2025 to unitholders of record as of August 11, 2025. Of this amount, CVR Energy and IEP will receive approximately $15.1 million and $1.1 million, respectively, with the remaining amount payable to public unitholders.

Current wording

For the third quarter of 2025, upon approval by the Board on October 29, 2025, the Partnership declared a distribution of $4.02 per common unit, or approximately $42.5 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 $15.6 million and $1.1 million, respectively, with the remaining amount payable to public unitholders.

Previous wording

The change in net cash flows from operating activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to an increase in net income of $27.1 million caused by higher sales attributable to favorable UAN and ammonia pricing conditions and sales volumes in the current period.

Current wording

The change in net cash flows from operating activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to an increase in net income of $66.3 million offset by a decrease in working capital of $32.8 million. The change in the working capital was primarily due to unfavorable changes in deferred revenue and other current assets, partially offset by favorable changes in accounts receivable and accounts payable.

Previous wording

The marginal change in net cash flows from investing activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to an increase in distributions received from CVR Partners’ equity method investment of $1.4 million in 2025, associated with the 45Q Transaction, mostly offset by an increase in capital expenditures of $1.4 million during 2025 resulting from an increase in various capital projects in the current period compared to 2024.

Current wording

The change in net cash flows from investing activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to an increase in capital expenditures of $8.5 million during 2025 resulting from an increase in various capital projects in the current period compared to 2024, offset by an increase in distributions received from CVR Partners’ equity method investment of $1.4 million in 2025 associated with the 45Q Transaction.

Previous wording

The change in net cash flows from financing activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was mainly due to an increase in cash distributions paid of $4.3 million in 2025 compared to 2024 and payments related to capital lease obligations of $2.9 million in the current period.

Current wording

The change in net cash flows from financing activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was mainly due to an increase in cash distributions paid of $25.4 million in 2025 compared to 2024 and payments related to finance lease obligations of $1.0 million in the current period.

Previous wording

Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 2024 Form 10-K. No modifications have been made during the three and six months ended June 30, 2025 to these estimates.

Current wording

Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 2024 Form 10-K. No modifications have been made during the three and nine months ended September 30, 2025 to these estimates.