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What changed in CVR ENERGY INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CVR ENERGY INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+448 added−527 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-19)

Top changes in CVR ENERGY INC's 2025 10-K

448 paragraphs added · 527 removed · 329 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

99 edited+30 added−34 removed68 unchanged
Biggest changeOther than seeking writ of certiorari from the Supreme Court of the United States (“SCOTUS”) relating to the Fifth Circuit’s ruling that venue for the case was proper in the Fifth Circuit, the EPA has yet to act on those remanded petitions. • In December 2023, WRC and CRRM submitted a petition for rulemaking to the EPA demanding that it cures its violation of the RFS, which we believe required the EPA to establish a credit trading program under which only obligated parties who over-comply with their RFS obligations could sell RINS generated through such over-compliance to other obligated parties.
Biggest changeHouse of Representatives created the E15 Rural Domestic Energy Council to “develop legislative solutions to address the crisis facing our nation’s farmers and refiners” including investigation of “topics including, but not limited to, the sale of Ethanol-15, U.S. refinery capacity, the Renewable Fuel Standard Program, Renewable Identification Numbers, access to markets, and federal regulations that hinder American energy dominance.” Numerous parties, including the Company, have and are expected to engage with various members of Congress relating thereto, the outcome of which could have material impacts not only on the price of RINs but on the Company’s operations, financial condition, and cash flows. • In December 2023, WRC and CRRM submitted a petition for rulemaking to the EPA demanding that it cure its violation of the RFS, which we believe required the EPA to establish a credit trading program under which only obligated parties who over-comply with their RFS obligations could sell RINS generated through such over-compliance to other obligated parties.
Environmental Matters Our businesses are subject to extensive and frequently changing federal, state, and local environmental laws, rules, and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, and the storage, handling, use, and transportation of petroleum, renewable and nitrogen fertilizer products, and the characteristics and composition of gasoline, diesel and aviation fuels, renewable fuels, UAN, and ammonia.
Environmental Matters Our businesses are subject to extensive and frequently changing federal, state, and local environmental laws, rules, and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, the storage, handling, use, and transportation of petroleum, renewable and nitrogen fertilizer products, and the characteristics and composition of gasoline, diesel and aviation fuels, renewable fuels, UAN, and ammonia.
Nitrogen is the most quickly depleted nutrient and must be replenished every year, whereas phosphate and potassium can be retained in soil for up to three years. Plants require nitrogen in the largest amounts, and it accounts for approximately 58% of primary fertilizer consumption on a nutrient ton basis, per the International Fertilizer Association (“IFA”).
Nitrogen is the most quickly depleted nutrient and must be replenished every year, whereas phosphate and potassium can be retained in soil for up to three years. Plants require nitrogen in the largest amounts, and it accounts for approximately 58% of primary fertilizer consumption on a nutrient ton basis, per the International Fertilizer Association.
Competition We face competition from renewable fuel producers and others that have been offering or might offer products with lower emissions. In connection with the sourcing of our renewable feedstocks, we face not only competition from consumers in the energy sector, such as renewable fuel producers, but also from non-energy related consumers, such as food producers.
Competition We faced competition from renewable fuel producers and others that have been offering or might offer products with lower emissions. In connection with the sourcing of our renewable feedstocks, we face not only competition from consumers in the energy sector, such as renewable fuel producers, but also from non-energy related consumers, such as food producers.
Environmental Insurance We are covered by site pollution legal liability insurance policies, which insure any location owned, leased, rented, or operated by the Company, including the Refineries and the Facilities. The policies insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and business interruption.
Environmental Insurance We are covered by site pollution legal liability insurance policies, which insure any location owned, leased, rented, or operated by the Company, including the Refineries and the Facilities. The policies generally insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and certain business interruption.
The blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into gasoline. The price of RINs has also been impacted by the depletion of the carryover RIN bank, requiring carryover RINs from the RIN bank to be used to settle RVOs.
Currently, the blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into gasoline. The price of RINs has also been impacted by the depletion of the carryover RIN bank, requiring carryover RINs from the RIN bank to be used to settle RVOs.
In January 2023, the Nitrogen Fertilizer Segment entered into a series of agreements with CapturePoint LLC, an unaffiliated third-party (“CapturePoint”), and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030.
In January 2023, the Nitrogen Fertilizer Segment entered into a series of agreements with CapturePoint LLC, an unaffiliated third-party (“CapturePoint”), and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate until March 31, 2030.
The RFS established annually increasing volume targets, called Renewable Volume Obligations (“RVOs”), for biomass-based diesel through 2012 and for the remaining three categories of renewable fuel (cellulosic biofuel, advanced biofuel, and total renewable fuel) through 2022.
The RFS established annually increasing volume targets, called Renewable Volume Obligations (“RVOs”), for biomass-based diesel through 2012 and for the remaining three categories of renewable fuel (cellulosic biofuel, advanced biofuel, and renewable fuel) through 2022.
By combining our nitrous oxide abatement and CO 2 sequestration activities, we reduced our CO 2 e footprint by over 1.3 million metric tons in 2023. In addition, our Coffeyville Fertilizer Facility is uniquely qualified to produce hydrogen and ammonia that could be certified ‘blue’ to a market that is increasingly demanding reduced carbon footprints.
By combining our nitrous oxide abatement and carbon oxide sequestration activities, we reduced our CO 2 e footprint by over 1.3 million metric tons in 2024. In addition, our Coffeyville Fertilizer Facility is uniquely qualified to produce hydrogen and ammonia that could be certified ‘blue’ to a market that is increasingly demanding reduced carbon footprints.
In addition, given the East Dubuque Fertilizer Facility’s advantaged location in the heart of the agriculture country, CVR Partners ships substantially all of its products within 200 miles of the facility. Customers Retailers and distributors are the main customers for UAN and, more broadly, the industrial and agricultural sectors are the primary recipients of our ammonia products.
In addition, given the East Dubuque Fertilizer Facility’s advantaged location in the heart of the agriculture country, CVR Partners ships substantially all of its products within 100 miles of the facility. Customers Retailers and distributors are the main customers for UAN and, more broadly, the industrial and agricultural sectors are the primary recipients of our ammonia products.
Human Capital Our employees are the most important part of our business and help us work to achieve our Mission to be a top-tier North American renewable fuels, petroleum refining and nitrogen-based fertilizer company as measured by safe and reliable operations, superior financial performance and profitable growth.
Human Capital Our employees are the most important part of our business and help us work to achieve our Mission to be a top-tier North American petroleum refining and nitrogen-based fertilizer company as measured by safe and reliable operations, superior financial performance and profitable growth.
From the Broome Station facility, crude oil is delivered to the Coffeyville Refinery via the Petroleum Segment’s 170,000 bpd pipeline system. Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks at terminals located within or near the refinery.
From the Broome Station facility, crude oil is delivered to the Coffeyville Refinery via the Petroleum Segment’s 170,000 bpd pipeline system. Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks located within or near the refinery.
The site pollution legal liability policy and the Casualty Policies are subject to retentions and deductibles and contain discovery requirements, waiting periods, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for all potential damages.
The site pollution legal liability policy and the Casualty Policies are subject to retentions and deductibles and contain discovery requirements, waiting periods, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for any or all potential damages or loss.
Fertecon Limited, an agency which provides market information and analysis on fertilizers and fertilizer raw materials, estimates indicate that China, India, and the United States are the top consumers representing 27%, 17%, and 10% of total global nitrogen fertilizer consumption for 2024, respectively. North American nitrogen fertilizer producers predominantly use natural gas as their primary feedstock.
Fertecon Limited, an agency which provides market information and analysis on fertilizers and fertilizer raw materials, estimates indicate that China, India, and the United States are the top consumers representing 24%, 17%, and 10% of total global nitrogen fertilizer consumption for 2025, respectively. North American nitrogen fertilizer producers predominantly use natural gas as their primary feedstock.
Its strategic and central position in an agriculturally rich region, coupled with an extensive network of transportation infrastructure, offers ease of access to a wide range of renewable feedstocks. Marketing and Distribution The products produced at the Wynnewood Renewable Facility are generally sold through two third-party offtake agreements.
Its strategic and central position in an agriculturally rich region, coupled with an extensive network of transportation infrastructure, offered ease of access to a wide range of renewable feedstocks. Marketing and Distribution The products produced at the Wynnewood Renewable Facility were generally sold through two third-party offtake agreements.
December 31, 2024 | 20 Table of Contents Renewable Fuel Standard Pursuant to the Energy Policy Act of 2005 and Energy Independence and Security Act of 2007, which was intended “to move the United States toward greater energy independence…[and] increase the production of clean renewable fuels,” Congress established the RFS, which requires obligated parties, defined by the EPA as refiners and importers of transportation fuels, to either blend “renewable fuels”, such as ethanol and biofuels, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.
Renewable Fuel Standard Pursuant to the Energy Policy Act of 2005 and Energy Independence and Security Act of 2007, which was intended “to move the United States toward greater energy independence…[and] increase the production of clean renewable fuels,” Congress established the RFS, which requires obligated parties, defined by the EPA as refiners and importers of transportation fuels, to either blend “renewable fuels”, such as ethanol and biofuels, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.
The regionally-sourced crude oils we purchase are light and sweet enough to allow the Refineries to blend higher percentages of lower cost crude oils, such as heavy Canadian sour, to optimize economics within operational constraints.
The regionally-sourced crude oils we purchase have been light and sweet enough to allow the Refineries to blend higher percentages of lower cost crude oils, such as heavy Canadian sour, to optimize economics within operational constraints.
These laws and regulations and the enforcement thereof impact our segments and their operations by imposing: • restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment; • liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations; and • specifications for the products marketed by the Petroleum, Renewables, and Nitrogen Fertilizer Segments, primarily gasoline, diesel and aviation fuels, renewable diesel, UAN, and ammonia.
These laws and regulations and the enforcement thereof impact our segments and their operations by imposing: • restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment; December 31, 2025 | 17 Table of Contents • liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations; and • specifications for the products marketed by the Petroleum, Renewables, and Nitrogen Fertilizer Segments, primarily gasoline, diesel and aviation fuels, renewable diesel, UAN, and ammonia.
Our obligated-party subsidiaries are not able to meet the majority of their annual RVOs through blending, so, unless their RVOs are waived or exempted, they have had to and currently expect to be required in the future to purchase RINs on the open market from third parties, including but not limited to its affiliates who generate RINs through the Wynnewood Renewable Facility.
Our obligated-party subsidiaries are not able to meet the majority of their annual RVOs through blending, so, unless their RVOs are waived or exempted, they have had to and currently expect to be required in the future to purchase RINs on the open market from third parties, including but not limited to its affiliates.
Marketing and Distribution Products produced at our Coffeyville Refinery are generally sold in the central mid-continent area through rack marketing, which is the supply of product through tanker trucks and railcars directly to customers located in close geographic proximity to December 31, 2024 | 14 Table of Contents the refinery and to customers at terminals on third-party refined products distribution systems; and bulk sales into the mid-continent markets and other destinations utilizing third-party product pipeline networks.
Marketing and Distribution Products produced at our Coffeyville Refinery are generally sold in the central mid-continent area through rack marketing, which is the supply of product through tanker trucks and railcars directly to customers located in close geographic proximity to the refinery and to customers at terminals on third-party refined products distribution systems; and bulk sales into the mid-continent markets and other destinations utilizing third-party product pipeline networks.
A substantial part of our pet coke requirements are supplied by our adjacent Coffeyville Refinery pursuant to the Coffeyville Master Services Agreement (the “Coffeyville MSA”). In 2024, 2023, and 2022, our supply of pet coke from the Coffeyville Refinery was approximately 46%, 43%, and 47%, respectively.
A substantial part of our pet coke requirements are supplied by our adjacent Coffeyville Refinery pursuant to the Coffeyville Master Services Agreement (the “Coffeyville MSA”). In 2025, 2024, and 2023, our supply of pet coke from the Coffeyville Refinery was approximately 36%, 46%, and 43%, respectively.
December 31, 2024 | 23 Table of Contents Environmental Remediation As is the case with all companies engaged in similar industries, we face potential exposure from claims and lawsuits involving environmental matters, including soil and water contamination and personal injury or property damage allegedly caused by crude oil or hazardous substances that we processed, handled, used, stored, transported, spilled, disposed of, or released.
Environmental Remediation As is the case with all companies engaged in similar industries, we face potential exposure from claims and lawsuits involving environmental matters, including soil and water contamination and personal injury or property damage allegedly caused by crude oil or hazardous substances that we processed, handled, used, stored, transported, spilled, disposed of, or released.
Impacts of Past Manufacturing - In March 2004, two of our subsidiaries entered into a Consent Decree (“2004 Consent Decree”) with the EPA and the Kansas Department of Health and Environment (the “KDHE”) that required us to assume two RCRA corrective action orders issued to Farmland, the prior owner of the Coffeyville Refinery.
Impacts of Past Manufacturing - Two of our subsidiaries entered into a Consent Decree with the EPA and the Kansas Department of Health and Environment (the “KDHE”) in March 2004 (“2004 Consent Decree”) that required us to assume two administrative orders for RCRA corrective action issued to the prior owner of the Coffeyville Refinery and Phillipsburg Terminal.
Products produced at our Wynnewood Refinery are generally shipped via pipeline, railcar, and truck, focusing its efforts in Oklahoma and parts of Arkansas, as well as eastern Missouri. The pipeline system connected to our Wynnewood Refinery is capable of multi-directional flow, providing access to Texas as well as adjoining states with pipeline connections.
Products produced at our Wynnewood Refinery are generally shipped via pipeline, railcar, and truck, primarily to Oklahoma and parts of Arkansas, as well as eastern Missouri. The pipeline system connected to our Wynnewood Refinery is capable of multi-directional flow, providing access to Texas as well as adjoining states with pipeline connections.
Certain carbon oxide capture and December 31, 2024 | 19 Table of Contents sequestration activities conducted at or in connection with the Coffeyville Fertilizer Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).
Certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Fertilizer Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).
In addition to the site pollution legal liability insurance policies, we maintain and are covered by certain general liability, umbrella and excess casualty insurance policies (collectively, the “Casualty Policies”) which generally include sudden and accidental pollution coverage.
In addition to the site pollution legal liability insurance policies, we maintain and are covered by certain general liability, umbrella and excess casualty insurance policies (collectively, the “Casualty Policies”) which generally include sudden and accidental pollution coverage subject to time element provisions.
As a result, as of December 31, 2024, we had three reportable segments as follows: • Petroleum Segment includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates.
As of December 31, 2025, we had three reportable segments as follows: • Petroleum Segment includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates.
The volatility of RIN prices also increased significantly in response to a number of factors, which we believe include, but are not limited to, the actions of RIN market participants including those not deemed by the EPA to be obligated parties, various government laws, rules, policies and initiatives relating to climate change, and the actions of the EPA in administrating the RFS, such as the EPA’s failure to include blenders in the definition of obligated parties, its failure to timely administer the RFS and its multiple blanket denials of SREs.
The volatility of RIN prices also increased significantly in response to a number of factors, which we believe include, but are not limited to, the actions of RIN market participants including those not deemed by the EPA to be obligated parties, various government laws, rules, policies and initiatives relating to climate change and/or agricultural and biofuels policies, and the actions of the EPA in administrating the RFS, such as the EPA’s failure to include blenders in the definition of obligated parties, its failure to timely administer the RFS and its historical denials of and failure to timely rule on SREs.
The Federal Clean Air Act (“CAA”) The CAA and its implementing regulations, as well as state laws and regulations governing air emissions, affect our businesses.
The Federal Clean Air Act (“CAA”) The CAA and its implementing regulations, as well as state laws and regulations governing air emissions, affect our businesses both directly and indirectly.
The Nitrogen Fertilizer Segment’s top customer represented 14% of its net sales for the year ended December 31, 2024, and its top two customers represented 25% and 30% of its net sales for the years ended December 31, 2023 and 2022, respectively.
The Nitrogen Fertilizer Segment’s top two customers represented 28% and 25% of its net sales for the years ended December 31, 2025 and 2023, respectively, and its top customer represented 14% of its net sales for the year ended December 31, 2024.
Our Code of Ethics and Business Conduct and our anti-discrimination and harassment policies also help us maintain a work environment where individuals are treated with respect and dignity, and where diversity of thought and perspective is valued. December 31, 2024 | 25 Table of Contents Available Information Our website address is www.CVREnergy.com.
Our Code of Ethics and Business Conduct and our anti-discrimination and harassment policies also help us maintain a work environment where individuals are treated with respect and dignity, and where diversity of thought and perspective is valued. Available Information Our website address is www.CVREnergy.com.
The Petroleum Segment’s top customer represented 13% of its net sales for the year ended December 31, 2024, and its top two customers represented 27% and 25% of its net sales for the years ended December 31, 2023 and 2022, respectively.
The Petroleum Segment’s top customer represented 12% and 13% of its net sales for the years ended December 31, 2025 and 2024, respectively, and its top two customers represented 27% of its net sales for the year ended December 31, 2023.
The United States is the world’s largest exporter of coarse grains, accounting for 30% of world exports and 26% of world production for the fiscal year ended December 31, 2024, according to the United States Department of Agriculture (“USDA”). A substantial amount of nitrogen is consumed in production of these crops to increase yield.
The United States is the world’s largest exporter of coarse grains, accounting for 35% of world exports and 28% of world production for the fiscal year ended December 31, 2025, according to the United States Department of Agriculture (“USDA”). A substantial amount of nitrogen is consumed in production of these crops to increase yield.
The East Dubuque Fertilizer Facility has the flexibility to vary its product mix, thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN and nitric acid, depending on market demand, pricing, and storage availability.
The East Dubuque Fertilizer Facility has the flexibility to vary its product mix, thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN and nitric acid, depending on market demand, pricing, and December 31, 2025 | 15 Table of Contents storage availability.
We are generally able to purchase natural gas at competitive prices due to the connection of our East Dubuque Fertilizer Facility to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.
December 31, 2025 | 16 Table of Contents We are generally able to purchase natural gas at competitive prices due to the connection of our East Dubuque Fertilizer Facility to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.
In April 2022, a group of Midwestern governors December 31, 2024 | 21 Table of Contents petitioned EPA to allow summertime sales of E15 in their states, including Kansas, under the CAA. On July 21, 2022, the Governor of Kansas rescinded Kansas’ summertime E15 request.
In April 2022, a group of Midwestern governors petitioned the EPA to allow summertime sales of E15 in their states, including Kansas, under the CAA. On July 21, 2022, the Governor of Kansas rescinded Kansas’ summertime E15 request.
The specific varieties and amounts of fertilizer they apply depend on factors like crop prices, farmers’ current liquidity, soil conditions, weather patterns, and the types of crops planted.
The specific varieties and amounts of fertilizer farmers apply depend on factors like crop prices, their current liquidity, soil conditions, weather patterns, and the types of crops planted.
The produced renewable diesel currently generates federal renewable identification numbers (“RINs”), which are sold to our Petroleum Segment to help meet its RFS compliance obligations, as discussed in “ Environmental Matters - Renewable Fuel Standard ”.
The produced renewable diesel generated federal renewable identification numbers (“RINs”), which were sold to our Petroleum Segment to help meet its RFS compliance obligations, as discussed in “ Environmental Matters - Renewable Fuel Standard ”.
This increased competition from non-traditional food producers creates a unique dynamic of competing priorities for food versus fuel. Governmental Credits Our Renewables Segment is also highly dependent upon government subsidies, such as tax and carbon credits.
This increased competition from non-traditional food producers creates a unique dynamic of competing priorities for food versus fuel. Governmental Credits Profitability in our Renewables Segment was also highly dependent upon government incentives, such as tax and carbon credits.
Under these agreements, the third parties have agreed to purchase substantially all of our renewable diesel produced, which is delivered primarily via railcar. The remaining products produced at the Wynnewood Renewable Facility are sold to and consumed by our Petroleum Segment.
Under these agreements, the third parties had agreed to purchase substantially all of our renewable diesel produced, which was delivered primarily via railcar. The remaining products produced at the Wynnewood Renewable Facility were sold to and consumed by our Petroleum Segment.
Recent Greenhouse Gas Footprint Reduction Efforts The Nitrogen Fertilizer Segment has generated carbon offset credits from voluntary nitrous oxide (“N 2 O”) abatement at its Coffeyville Fertilizer Facility since October 2020, with similar N 2 O abatement efforts at its East Dubuque Fertilizer Facility since June 2011.
Greenhouse Gas Footprint Reduction Efforts Since 2020, the Nitrogen Fertilizer Segment has generated carbon offset credits from voluntary nitrous oxide (“N 2 O”) abatement for one nitric acid plant at its Coffeyville Fertilizer Facility, with similar N 2 O abatement efforts at its East Dubuque Fertilizer Facility since June 2011.
We continue to build upon our inclusive culture by expanding our recruitment efforts to include veteran recruitment and apprenticeship programs, recruiting interns at diverse colleges, and promoting diverse representation within our workforce.
We continue to build upon our culture by expanding our recruitment efforts to include veteran recruitment and apprenticeship programs, recruiting interns at diverse colleges, and promoting representation within our workforce of individuals with diverse perspectives.
In addition to the use of third-party pipelines, we have an extensive gathering system consisting of logistics assets that are owned, leased, or part of a joint venture operation.
December 31, 2025 | 11 Table of Contents In addition to the use of third-party pipelines, we have an extensive gathering system consisting of logistics assets that are owned, leased, or part of a joint venture operation.
The regulation of air emissions under the CAA requires that we obtain various construction and operating permits and incur capital expenditures for the installation of certain air pollution control devices at our operations.
December 31, 2025 | 18 Table of Contents The regulation of air emissions under the CAA requires that we obtain various construction and operating permits and incur capital expenditures for the installation of certain air pollution control devices at our operations.
From 2020 to 2023, the N 2 O abatement systems at the East Dubuque Fertilizer Facility’s two nitric acid plants and the Coffeyville Fertilizer Facility’s nitric acid plant have abated, on average, the annual release of approximately 277,000 and 340,000 metric tons of carbon dioxide-equivalent (“CO 2 e”), respectively.
From 2021 to 2024, the N 2 O abatement systems at the East Dubuque Fertilizer Facility’s two nitric acid plants and the Coffeyville Fertilizer Facility’s nitric acid plant have abated, on average, the annual release of approximately 268,000 and 316,000 metric tons of carbon dioxide-equivalent (“CO 2 e”), respectively.
Current RCRA financial assurance requirements for the Wynnewood Refinery include approximately $3 million for hazardous waste storage tank closure, the post-closure monitoring of a closed storm water retention pond, and the projected clean-up costs at the Wynnewood Refinery. These RCRA financial assurance obligations are currently being satisfied by a surety bond.
Current RCRA financial assurance requirements for the Wynnewood Refinery include approximately $3 million for hazardous waste storage tank closure, the post-closure monitoring of a closed storm water retention pond, and the projected clean-up costs. These RCRA financial assurance obligations are currently being satisfied by a surety bond, which are re-evaluated and adjusted on an annual basis.
For the year ended December 31, 2024, the gathering system, which includes the pipelines outlined above and our trucking operations, supplied approximately 71% and 98% of the Coffeyville and Wynnewood Refineries’ crude oil demand, respectively.
For the year ended December 31, 2025, the gathering system, which includes the pipelines outlined above and our trucking operations, supplied approximately 67% and 94% of the Coffeyville and Wynnewood Refineries’ crude oil demand, respectively.
Talent Management We believe our competitive compensation and benefit plans allow us to attract and retain talented employees. Our recruiting strategy focuses on ensuring our hiring practices are free from bias for or against any individual or group of candidates.
December 31, 2025 | 23 Table of Contents Talent Management We believe our competitive compensation and benefit plans allow us to attract and retain talented employees. Our recruiting strategy focuses on hiring practices that are free from bias for or against any individual or group of candidates.
The consent order was terminated by the ODEQ in July 2019. The Wynnewood Refinery’s RCRA Permit was renewed on December 13, 2024, and included the incorporation of groundwater corrective action.
We have completed the groundwater investigation at the Wynnewood Refinery and the consent order was terminated by the ODEQ in July 2019. The Wynnewood Refinery’s RCRA Permit was renewed on December 13, 2024, and included the incorporation of groundwater corrective action.
The EPA terminated the 1994 administrative order on January 21, 2021. On January 13, 2021, the Coffeyville Fertilizer Facility entered into an agreement with the KDHE to address certain historical releases of UAN located on property held by CRNF that comingled with legacy groundwater contamination from the adjacent Coffeyville Refinery.
In addition, on January 13, 2021, the Coffeyville Fertilizer Facility entered into an agreement with the KDHE to address certain historical releases of UAN located on property held by CRNF that comingled with legacy groundwater contamination from the adjacent Coffeyville Refinery.
The $2 million bond amount is reduced each year based on actual expenditures for corrective actions. Additional financial assurance of approximately $4 million and $3 million is required to meet our RCRA financial obligations for the Coffeyville Refinery and Phillipsburg terminal, respectively.
This financial assurance is currently provided by a bond in the amount of $2 million and is reduced each year based on expenditures for corrective actions. Additional financial assurance of approximately $4 million and $3 million is required to meet our RCRA financial obligations for the Coffeyville Refinery and Phillipsburg terminal.
These assets include the following: As of December 31, 2024 Pipeline Segment Length (miles) Capacity (bpd) Joint Ventures: Enable South Central Pipeline (“Enable JV”) (1) 26 80,000 Owned Pipelines: East Tank Farm to Refinery 16” (2) 2 156,000 Broome to East Tank Farm 16” (2) 19 168,000 Broome to East Tank Farm 12” (2) 19 28,000 Enable to Cushing 8” & 10” (Red River) 108 41,000 Maysville to Springer 8” (Red River) 45 17,000 Springer to Cushing 6” & 8” 125 23,000 Hooser to Broome 8” 43 12,000 Brothers to Hooser 8” 20 7,000 CapturePoint to Shidler 6” 3 16,000 Madill to Springer 6” 32 18,000 Maysville to Cushing 6” & 8” 124 12,000 Velma to Maysville 6” & 8” 29 13,000 Plainville to Natoma 6” 11 7,000 Shidler to Hooser 4” 23 7,000 Phillipsburg to Plainville 6” 36 8,000 Enville to Wynnewood 4” & 6” 74 6,000 Leased Pipelines: Cushing to Broome 16” (“Midway Pipeline”) (3) 99 131,000 Kelly to Caney Jct. 8” 66 13,000 Humboldt to Broome 8” 63 6,000 (1) Through our subsidiaries, we own a 40% interest in Enable JV.
These assets include the following: As of December 31, 2025 Pipeline Segment Length (miles) Capacity (bpd) Joint Ventures: Enable South Central Pipeline (“Enable JV”) (1) 26 80,000 Owned Pipelines: East Tank Farm to Refinery 16” (2) 2 156,000 Broome to East Tank Farm 16” (2) 19 168,000 Broome to East Tank Farm 12” (2) 19 28,000 Enable to Cushing 8” & 10” (Red River) 108 41,000 Maysville to Springer 8” (Red River) 45 17,000 Springer to Cushing 6” & 8” 125 23,000 Hooser to Broome 8” 43 12,000 Brothers to Hooser 8” 20 7,000 CapturePoint to Shidler 6” 3 16,000 Madill to Springer 6” 32 18,000 Maysville to Cushing 6” & 8” 124 12,000 Velma to Maysville 6” & 8” 29 13,000 Shidler to Hooser 4” 23 7,000 Enville to Wynnewood 4” & 6” 74 6,000 Leased Pipelines: Cushing to Broome 16” (“Midway Pipeline”) 99 131,000 Kelly to Caney Jct. 8” 66 13,000 Humboldt to Broome 8” 63 6,000 (1) We own a 40% interest in Enable JV and, while we have the ability to exercise influence through our participation on the board of directors of Enable JV, we do not serve as the day-to-day operator.
December 31, 2024 | 10 Table of Contents Petroleum Our Petroleum Segment is composed of the assets and operations of two refineries located in Coffeyville, Kansas and Wynnewood, Oklahoma and supporting crude gathering and logistics assets in the region.
Petroleum Our Petroleum Segment is composed of the assets and operations of two refineries located in Coffeyville, Kansas and Wynnewood, Oklahoma and supporting crude gathering and logistics assets in the region.
Rack sales occur at posted prices, which are impacted by the competitive dynamics in Group 3 of the PADD II region, among other factors.
December 31, 2025 | 13 Table of Contents Rack sales occur at posted prices, which are impacted by the competitive dynamics in Group 3 of the PADD II region, among other factors.
Government actions and litigation by refiners including our obligated-party subsidiaries, biofuels groups and others, has also significantly impacted us and the price of RINs, including but not limited to the following: • On January 20, 2021, President Trump issued EO 13990, in which he directed the EPA, in consultation with the Department of Energy, to consider issuing emergency fuel waivers to allow the year-round sale of E15 “to meet any projected temporary shortfalls in the supply of gasoline across the nation.” The EO cites the same CAA waiver provision used by the Biden Administration in 2022, 2023, and 2024.
Government actions, litigation by refiners including our obligated-party subsidiaries, biofuels groups and others, as well as efforts by certain parties to change the RFS to limit hardship relief available to certain small refineries, has also significantly impacted us and the price of RINs, including but not limited to the following: • On January 20, 2025, President Trump issued EO 14156, in which he directed the EPA, in consultation with the Department of Energy, to consider issuing emergency fuel waivers to allow the year-round sale of E15 (gasoline blended with 15% ethanol) “to meet any projected temporary shortfalls in the supply of gasoline across the nation.” The EO cites the same CAA waiver provision used by the Biden Administration in 2022, 2023, and 2024.
Facilities In April 2022, we completed a project at our Wynnewood Refinery that converted the refinery’s hydrocracker to a RDU capable of producing approximately 80 million gallons of renewable diesel per year, which we have revised down due to current catalyst limitations.
Facilities In April 2022, we completed a project at our Wynnewood Refinery that converted the refinery’s hydrocracker to a RDU capable of producing approximately 80 million gallons of renewable diesel per year.
In January 2021, the EPA announced it is undertaking a plan to review and update effluent standards for many industries. In that announcement, the EPA prioritized those sectors that are ranked high in point source categories for total nitrogen discharges, including fertilizer manufacturers. The EPA is continuing its review, which eventually could result in different regulations governing the Company.
In January 2021, the EPA announced it is undertaking a plan to review and update effluent standards for many industries. In that announcement, the EPA prioritized those sectors that are ranked high in point source categories for total nitrogen discharges, including fertilizer manufacturers.
UAN and ammonia, including freight, accounted for approximately 66% and 25%, respectively, of our Nitrogen Fertilizer Segment’s total net sales for the year ended December 31, 2024.
UAN and ammonia, including freight, accounted for approximately 67% and 24%, respectively, of our Nitrogen Fertilizer Segment’s total net sales for the year ended December 31, 2025.
For the acquisition of crude oil within close proximity of the Refineries, we operate a fleet of 116 trucks as of December 31, 2024 and have contracts with third-party trucking fleets to acquire and deliver crude oil to our pipeline systems December 31, 2024 | 13 Table of Contents or directly to the Refineries for consumption.
For the acquisition of crude oil within close proximity of the Refineries, we operate a fleet of trucks and have contracts with third-party trucking fleets to acquire and deliver crude oil to our pipeline systems or directly to the Refineries primarily for consumption.
As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2021 and 2022, remained significant in 2023, and currently are expected to remain significant into 2024 and beyond, which volatility could have material impacts on the Company’s results of operations, financial condition, and cash flows.
As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) having remained significant over the past several years and currently are expected to remain significant into 2026 and beyond, which volatility could have material impacts on the Company’s results of operations, financial condition, and cash flows.
When feasible, RCRA-regulated materials are recycled instead of being disposed of on-site or off-site. RCRA establishes standards for the management of solid and hazardous wastes. Besides governing current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal practices, the recycling of wastes, and the regulation of underground storage tanks containing regulated substances.
Besides governing current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal practices, the recycling of wastes, and the regulation of underground storage tanks containing regulated substances. When feasible, RCRA-regulated materials are recycled instead of being disposed.
Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CVR Energy subsidiaries, the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the now-closed Phillipsburg terminal. This financial assurance is currently provided by a bond in the amount of $2 million.
Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CVR Energy subsidiaries, the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the Phillipsburg terminal.
Refer to Part II, Item 8, Note 5 (“Equity Method Investments”) of this Report for further discussion. (2) In support of our Coffeyville Refinery, we operate a tank storage facility in close proximity to the Coffeyville Refinery (the “East Tank Farm”).
We have determined that this entity should not be consolidated and is accounted for under the equity method. Refer to Part II, Item 8, Note 5 (“Equity Method Investments”) of this Report for further discussion. (2) In support of our Coffeyville Refinery, we operate a tank storage facility in close proximity to the Coffeyville Refinery (the “East Tank Farm”).
In addition, the laws, rules, and regulations to which we are subject are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal or state agencies or courts. These laws and regulations could result in increased capital, operating, and compliance costs.
In addition, the laws, rules, and regulations to which we are subject are often evolving and many of them have or could become more stringent or subject to more stringent interpretation or enforcement by federal or state agencies or courts, or could be changed in ways adverse to us.
In addition, the demand for fertilizers is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers who make planting decisions based largely on the prospective profitability of a harvest.
Our Nitrogen Fertilizer Segment experiences seasonal fluctuations as demand for fertilizers is affected by the aggregate crop planting and fertilizer application rate decisions of individual farmers who make such determinations based largely on the prospective profitability of a harvest.
As of December 31, 2024, CVR Energy owned the general partner and approximately 37% of the outstanding common units representing limited partner interests in CVR Partners; public common unitholders and IEP held the remaining approximately 61% and 2% of the outstanding common units of CVR Partners, respectively.
Icahn (collectively, “IEP”), owned approximately 70% of our outstanding common stock. As of December 31, 2025, CVR Energy owned the general partner and approximately 37% of the outstanding common units representing limited partner interests in CVR Partners; public common unitholders and IEP held the remaining approximately 60% and 3% of the outstanding common units of CVR Partners, respectively.
December 31, 2024 | 18 Table of Contents Competition Our Nitrogen Fertilizer Segment produces globally traded commodities and has competitors in every region of the world, with barge and rail distribution fostering healthy competition throughout the United States. The industry is dominated by price considerations, which are driven by raw material and transportation costs, currency fluctuations, trade barriers, and regulators.
Competition Nitrogen fertilizer production is a global market with competitors in every region of the world, with barge and rail distribution fostering healthy competition throughout the United States. The industry is dominated by price considerations, which are driven by raw material and transportation costs, currency fluctuations, trade barriers, and regulators.
The Wynnewood Refinery has a name plate crude oil capacity of 74,500 bpd with major operations including fractionation, fluid catalytic cracking, hydrotreating, reforming, alkylation, sulfur recovery, and propane and butane recovery.
The Wynnewood Refinery has a name plate crude oil capacity of 74,500 bpd with major operations including fractionation, fluid catalytic cracking, hydrotreating, hydrocracking, reforming, alkylation, sulfur recovery, and propane and butane recovery. Similar to the Coffeyville Refinery, the Wynnewood Refinery benefits from unit redundancies, including two crude oil distillation units, two vacuum towers, and four hydrotreating units.
For periods following 2022, the statute directs the EPA to use its “set” authority to determine the RVO based on certain criteria, including the impact of renewable fuels on the environment, energy security, and transportation fuel costs to consumers. On June 21, 2023, the EPA announced its final rule establishing applicable renewable volumes and percentage standards for 2023 through 2025.
For periods following 2022, the statute directs the EPA to use its “set” authority to determine the RVO based on certain criteria, including, among other factors, the impact of renewable fuels on the environment, energy security, and transportation fuel costs to consumers.
The Wynnewood Refinery has qualified, and is currently expected in the future to qualify, as a “small refinery” defined under the RFS as a refinery with an aggregate daily crude oil throughput no greater than 75,000 barrels.
WRC has qualified, and is currently expected in the future to qualify, as a “small refinery” defined under the RFS as a refinery with an average aggregate daily crude oil throughput no greater than 75,000 barrels. WRC may petition for and receive SREs under the RFS should the EPA conclude it suffered disproportionate economic hardship.
Various standards and programs specific to our operations have been implemented, such as the National Emission Standard for Hazardous Air Pollutants, the New Source Performance Standards, and the New Source Review. The U.S. Environmental Protection Agency (“EPA”) regulates greenhouse gas (“GHG”) emissions under the CAA.
Various standards and programs specific to our operations have been implemented, such as the National Emission Standard for Hazardous Air Pollutants, the New Source Performance Standards, and the New Source Review.
We also lease tank storage totaling 2.2 million barrels, including 2.0 million barrels at Cushing. The Coffeyville Refinery is connected to the mid-continent natural gas liquid commercial hub at Conway, Kansas by the inbound Enterprise Pipeline Blue Line, through which natural gas liquid blendstocks, such as butanes and natural gasoline, are sourced and delivered directly into the refinery.
December 31, 2025 | 12 Table of Contents The Coffeyville Refinery is connected to the mid-continent natural gas liquid commercial hub at Conway, Kansas by the inbound Enterprise Pipeline Blue Line, through which natural gas liquid blendstocks, such as butanes and natural gasoline, are sourced and delivered directly into the refinery.
We are also subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable, or explosive chemicals. We are committed to safe, reliable operations of our Facilities to protect the health and safety of our employees, our contractors, and the communities in which we operate.
We are also subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable, or explosive chemicals.
The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the CO 2 as part of its manufacturing process.
The Reserve employs standards and an independent third-party verification process to issue its carbon credits, known as Climate Reserve Tonnes. The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the carbon oxide as part of its manufacturing process.
Diversity & Inclusion We are an equal opportunity employer and strive to maintain a diverse and inclusive work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation, or any other protected class.
Equal Opportunity Employer We are an equal opportunity employer and strive to maintain a work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation, or any other protected class. Our recruiting efforts that include focus on veteran and diverse college populations, support this environment, as do the activities of our affinity groups.
The major operations of the Coffeyville Refinery include fractionation, catalytic cracking, hydrotreating, reforming, coking, isomerization, alkylation, sulfur recovery, and propane and butane recovery operating units. The Coffeyville Refinery benefits from significant refining unit redundancies, which include two crude oil distillation units, two vacuum towers, two sulfur recovery units, and five hydrotreating units.
The major operations of the Coffeyville Refinery include fractionation, catalytic cracking, hydrotreating, reforming, coking, isomerization, alkylation, sulfur recovery, and propane and butane recovery operating units.
Also on January 20, 2025, the White House issued EO 14162, “Putting America First in International Environmental Agreements”, directing the United States’ withdrawal from the Paris Agreement under the United Nations Framework Convention on Climate Change.
These proposals followed the January 20, 2025 White House issued Executive Orders (“EO”) 141154 titled “Unleashing American Energy”, and EO 14162 “Putting America First in International Environmental Agreements” directing the United States to withdraw from the Paris Agreement under the United Nations Framework Convention on Climate Change.
December 31, 2024 | 17 Table of Contents Demand Global demand for fertilizers is driven primarily by grain demand and prices, which, in turn, are driven by population growth, farmland per capita, dietary changes in the developing world, and increased consumption of bio-fuels.
Demand Global demand for fertilizers is driven primarily by grain demand and prices, which, in turn, are driven by population growth, farmland per capita, dietary changes in the developing world, and increased consumption of bio-fuels. Global fertilizer use, consisting of nitrogen, phosphate, and potash, is projected to increase by 5% from 2022 through 2026 to meet global demand.
Safety & Health We are committed to providing a safe and healthy workplace and striving to protect our employees, contractors and communities. We accomplish this through compliance with applicable workplace safety and environmental laws and regulations, seeking employee input, learning from any events, and maintaining comprehensive audit and training programs and emergency response and disaster recovery plans.
We seek to accomplish this through compliance with applicable workplace safety and environmental laws and regulations, seeking employee input, learning from any events, and maintaining comprehensive audit and training programs and emergency response and disaster recovery plans. To assess our safety performance, we monitor workplace injuries, process safety incidents, and environmental events, and perform compliance audits and risk assessments.
Further, as a low-carbon fuel, renewable diesel produced at the Wynnewood Renewable Facility generates LCFS credits for our customers who transport such product to states with low carbon fuel programs, primarily to California. In the fourth quarter of 2023, the PTU project at the Wynnewood Refinery was mechanically complete and became operational during the first quarter of 2024.
Further, as a low-carbon fuel, renewable diesel produced at the Wynnewood Renewable Facility generated LCFS credits for our customers who transported such product to states with low carbon fuel programs, primarily to California.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurthermore, a shortage of skilled labor may make it difficult for us to maintain labor productivity. Our future performance depends to a significant degree upon our management team and key technical personnel. The loss or unavailability to us of any member of our management team or a key technical employee could significantly harm us.
Biggest changeDecember 31, 2025 | 31 Table of Contents Our business may suffer due to the departure of any of our key senior executives or other key employees. Furthermore, a shortage of skilled labor may make it difficult for us to maintain labor productivity. Our future performance depends to a significant degree upon our management team and key technical personnel.
Item 1A. Risk Factors Risk Factors The following risks should be considered together with the other information contained in this Report and all of the information set forth in our filings with the SEC.
Item 1A. Risk Factors The following risks should be considered together with the other information contained in this Report and all of the information set forth in our filings with the SEC.
Risks Related to Our Entire Business Our businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows. Our Petroleum Segment’s financial results are primarily affected by margin between refined product prices and prices for crude oil and other feedstocks.
Risks Related to Our Entire Business Our businesses, and commodity prices, are cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows. Our Petroleum Segment’s financial results are primarily affected by margin between refined product prices and prices for crude oil and other feedstocks.
As a result, in October 2024, the Board elected to suspend payment of the cash dividend, defer new growth capital spending, and reduce certain expected capital expenditures. Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Report for further discussion of our liquidity.
As a result, in October 2024, the Board elected to suspend payment of the cash dividend, defer new growth capital spending, and reduce certain expected capital expenditures. Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Report for further discussion of our liquidity.
If any of the following risks or uncertainties develops into actual events, our petroleum and/or nitrogen fertilizer businesses, financial conditions, or results of operations could be materially adversely affected. References to “CVR Energy”, the “Company”, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Energy, including CVR Partners, as the context may require.
If any of the following risks or uncertainties develops into actual events, our petroleum, renewables, and/or nitrogen fertilizer businesses, financial conditions, or results of operations could be materially adversely affected. References to “CVR Energy”, the “Company”, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Energy, including CVR Partners, as the context may require.
The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third-party from seeking to acquire a majority of the Company’s outstanding common stock, which may adversely affect the market price of the Company’s common stock.
The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third-party from seeking to acquire a majority of the Company’s outstanding common stock, which may adversely affect the market price of the Company’s common stock. Mr.
Icahn indirectly controlled approximately 66% of the voting power of our common stock and, by virtue of such stock ownership, is able to control or exert substantial influence over the Company, including the election and appointment of directors; business strategy and policies; mergers or other business combinations; acquisition or disposition of assets; future issuances of common stock, common units, or other securities; occurrence of debt or obtaining other sources of financing; and the payment of dividends on the Company’s common stock and distributions on the common units of CVR Partners.
Icahn indirectly controlled approximately 70% of the voting power of our common stock and, by virtue of such stock ownership, is able to control or exert substantial influence over the Company, including the election and appointment of directors; business strategy and policies; mergers or other business combinations; acquisition or disposition of assets; future issuances of common stock, common units, or other securities; occurrence of debt or obtaining other sources of financing; and the payment of dividends on the Company’s common stock and distributions on the common units of CVR Partners.
If the supply of commercial insurance is curtailed or if commercial insurance companies decline to underwrite companies in the energy industry, we may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks or we may determine that premium costs, in our judgement, do not justify such expenditures and instead increase our self-insurance.
If the supply of commercial insurance is curtailed or if commercial insurance companies decline to underwrite companies in the energy industry, we may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks or we may determine that premium costs, in our judgment, do not justify such expenditures and instead increase our self-insurance.
Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the company for the distribution amount. Public investors own approximately 61% of the Nitrogen Fertilizer Segment through CVR Partners.
Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the company for the distribution amount. Public investors own approximately 63% of the Nitrogen Fertilizer Segment through CVR Partners.
If sufficient RINs are unavailable for purchase, if the Petroleum Segment has to pay a significantly higher price for RINs, if our legal actions relating to WRC’s small refinery exemptions are not decided in our favor, or if our obligated-party subsidiaries are otherwise unable to meet the EPA’s RFS mandates or is unable to participate in programs or receive exemptions relieving compliance with RFS obligations, our business, financial condition and results of operations could be materially adversely affected.
If sufficient RINs are unavailable for purchase, if the Petroleum Segment has to pay a significantly higher price for RINs, if our legal actions relating to WRC’s SREs are not decided in our favor, or if our obligated-party subsidiaries are otherwise unable to meet the EPA’s RFS mandates or is unable to participate in programs or receive exemptions relieving compliance with RFS obligations, our business, financial condition and results of operations could be materially adversely affected.
Currently, we purchase 100% of the pet coke our Coffeyville Refinery produces. However, we are still required to procure additional pet coke at fixed prices from third parties to maintain our production rates. We have contracts for 280,000 tons of third-party supply of pet coke through December 2025.
Currently, we purchase 100% of the pet coke our Coffeyville Refinery produces. However, we are still required to procure additional pet coke at fixed prices from third parties to maintain our production rates. We have contracts for 280,000 tons of third-party supply of pet coke through December 2026.
The prices of nitrogen fertilizer products depend on a number of factors, including general economic conditions, cyclical trends in end-user markets, supply and demand imbalances, governmental policies, and weather conditions, which have a greater relevance because of the seasonal nature of fertilizer application.
The prices of nitrogen fertilizer products depend on a number of factors, including general economic conditions, cyclical trends in end-user markets, supply and demand imbalances, governmental policies, inflationary pressures, and weather conditions, which have a greater relevance because of the seasonal nature of fertilizer application.
The agreement, which currently extends through January 31, 2026, minimizes the amount of in-transit inventory and mitigates crude oil pricing risk by ensuring pricing takes place close to the time the crude oil is refined and the yielded products are sold.
The agreement, which currently extends through January 31, 2029, minimizes the amount of in-transit inventory and mitigates crude oil pricing risk by ensuring pricing takes place close to the time the crude oil is refined and the yielded products are sold.
Examples of unforeseen events and circumstances, which may not be within our control, include: (i) major unplanned maintenance requirements; (ii) catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, December 31, 2024 | 30 Table of Contents contamination, fires, or natural disasters, including floods, windstorms, and other similar events; (iii) labor supply shortages or labor difficulties that result in a work stoppage or slowdown; (iv) cessation or suspension of a plant or specific operations dictated by environmental authorities; (v) acts of terrorism, cyberattacks or other deliberate malicious acts; and (vi) an event or incident involving a large clean-up, decontamination, or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
Examples of unforeseen events and circumstances, which may not be within our control, include: (i) major unplanned maintenance requirements; (ii) catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, contamination, fires, or natural disasters, including floods, windstorms, and other similar events; (iii) labor supply shortages or labor difficulties that result in a work stoppage or slowdown; (iv) cessation or suspension of a plant or specific operations dictated by environmental authorities; (v) acts of terrorism, cyberattacks or other deliberate malicious acts; and (vi) an event or incident involving a large clean-up, decontamination, or the imposition of laws and ordinances regulating the cost and schedule of demolition or reconstruction, which can cause significant delays in restoring property to its pre-loss condition.
Our debt facilities and instruments contain, and any instruments governing future indebtedness would likely contain, a number of covenants that impose significant operating and financial restrictions on us and our subsidiaries and may limit our December 31, 2024 | 40 Table of Contents ability to engage in acts that may be in our long-term best interest, including restrictions on the ability, among other things, to: incur, assume, or guarantee additional indebtedness or issue redeemable or preferred stock; pay dividends or distributions in respect of equity securities or make other restricted payments; prepay, redeem, or repurchase certain debt; enter into agreements that restrict distributions from restricted subsidiaries; make certain payments on debt that is subordinated or secured on a junior basis; make certain investments; sell or otherwise dispose of assets, including capital stock of subsidiaries; create liens on certain assets; consolidate, merge, sell, or otherwise dispose of all or substantially all assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries.
Our debt facilities and instruments contain, and any instruments governing future indebtedness would likely contain, a number of covenants that impose significant operating and financial restrictions on us and our subsidiaries and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on the ability, among other things, to: incur, assume, or guarantee additional indebtedness or issue redeemable or preferred stock; pay dividends or distributions in respect of equity securities or make other restricted payments; prepay, redeem, or repurchase certain debt; enter into agreements that restrict distributions from restricted subsidiaries; make certain payments on debt that is subordinated or secured on a junior basis; make certain investments; sell or otherwise dispose of assets, including capital stock of subsidiaries; create liens on certain assets; consolidate, merge, sell, or otherwise dispose of all or substantially all assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries.
In addition, any future acquisitions, expansions or investments may entail significant transaction costs and risks associated with entry into new markets and lines of business, including but not limited to new regulatory obligations and risks, and integration challenges such as disruption of operations; failure to achieve financial or operating objectives contributing to the accretive nature of an acquisition; strain on controls, procedures and management; the need to modify systems or to add management resources; the diversion of management time from the operation of our business; customer and personnel retention; assumption of unknown material liabilities or regulatory non-compliance issues; amortization of acquired assets, which would reduce future reported earnings; and possible adverse short-term effects on our cash flows or operating results.
In addition, any future acquisitions, expansions or investments may entail significant transaction costs and risks associated with entry into new markets and lines of business, including but not limited to new regulatory obligations and risks, and integration challenges such as disruption of operations; failure to achieve financial or operating objectives contributing to the accretive nature of an acquisition; strain on controls, procedures and management; the need to modify systems or to add management resources; the diversion of management time from the operation of our business; customer and personnel retention; assumption of unknown material liabilities or regulatory non-compliance issues; amortization of acquired assets, which would reduce future reported earnings; and possible adverse short-term effects on our cash flows or December 31, 2025 | 42 Table of Contents operating results.
There is no assurance that our crude oil gathering operations will remain at current levels or that we will be able to renew or extend the Gunvor agreement beyond January 31, 2026.
There is no assurance that our crude oil gathering operations will remain at current levels or that we will be able to renew or extend the Gunvor agreement beyond January 31, 2029.
Investor and market sentiment towards climate change, fossil fuels, GHG emissions, environmental justice, and other ESG matters could adversely affect our business, cost of capital, and the price of our common stock and debt securities.
Investor and market sentiment towards climate change, fossil fuels, GHG emissions, and other ESG matters could adversely affect our business, cost of capital, and the price of our common stock and debt securities.
Icahn exerts significant influence over the Company, and his interests or those of IEP or their affiliates may conflict with the interests of the Company’s other stockholders. As of December 31, 2024, Mr. Carl C.
Icahn exerts significant influence over the Company, and his interests or those of IEP or their affiliates may conflict with the interests of the Company’s other stockholders. As of December 31, 2025, Mr. Carl C.
If we are unable to meet the ESG standards or investment, lending, ratings, or voting criteria and policies set by these parties, we may lose investors, investors may allocate a portion of their capital away from us, we may become a target for ESG- December 31, 2024 | 37 Table of Contents focused activism, our cost of capital may increase, the price of our securities may be negatively impacted, and our reputation may also be negatively affected.
If we are unable to meet the ESG standards or investment, lending, ratings, or voting criteria and policies set by these parties, we may lose investors, investors may allocate a portion of their capital away from us, we may become a target for ESG- December 31, 2025 | 35 Table of Contents focused activism, our cost of capital may increase, the price of our securities may be negatively impacted, and our reputation may also be negatively affected.
Although we own the general partner of CVR Partners, the general partner owes a duty of good faith to public unitholders, which could cause them to manage their respective businesses differently than if there were no public unitholders. As of December 31, 2024, public investors own approximately 61% of CVR Partners’ outstanding common units.
Although we own the general partner of CVR Partners, the general partner owes a duty of good faith to public unitholders, which could cause them to manage their respective businesses differently than if there were no public unitholders. As of December 31, 2025, public investors own approximately 63% of CVR Partners’ outstanding common units.
Nevertheless, to the extent these new PFAS compounds remain designated as hazardous substances, the EPA and states have the ability to order remediation of those compounds and cost recovery at clean-up sites. The EPA and states also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds.
Nevertheless, to the extent these PFAS compounds remain designated as hazardous substances or listed as hazardous constituents, the EPA and states have the ability to order remediation of those compounds and cost recovery at clean-up sites. The EPA and states also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds.
According to the Consumer Price Index, annual inflation was at 2.9% and 3.4% as of December 2024 and 2023, respectively. An increase in inflation rates could negatively affect our profitability and cash flows, due to higher wages, higher operating costs, higher financing costs and/or higher supplier prices. We may be unable to pass along such higher costs to our customers.
According to the Consumer Price Index, annual inflation was at 2.7% and 2.9% as of December 2025 and 2024, respectively. An increase in inflation rates could negatively affect our profitability and cash flows, due to higher wages, higher operating costs, higher financing costs and/or higher supplier prices. We may be unable to pass along such higher costs to our customers.
We cannot predict future changes in U.S. policy with respect to foreign trade (including the imposition of trade barriers, tariffs on Canadian and other goods, or economic or trade sanctions, from the new administration or otherwise), including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
We cannot predict future changes in U.S. policy with respect to foreign trade (including the imposition of trade barriers, tariffs on Canadian and other goods, or economic or trade sanctions, from the new administration or otherwise), including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral December 31, 2025 | 25 Table of Contents trade agreements will occur, nor can we predict the effects that any such changes would have on our business.
For example, we could be held strictly liable under CERCLA and similar state statutes for past or future spills without regard to fault or whether our actions were in compliance with the law at the time of the spills, including in connection with contamination associated with our current and former facilities, and facilities to which we transported or arranged for the transportation of wastes or byproducts containing hazardous substances for treatment, storage, or disposal.
For example, we could be held strictly liable under CERCLA and similar state statutes for past or future spills without regard to fault or whether our actions were in compliance with the law at the time of the spills, including in connection with contamination associated with our current and former facilities, and facilities to which we transported or arranged for the transportation of wastes or byproducts containing hazardous substances for December 31, 2025 | 29 Table of Contents treatment, storage, or disposal.
Our ability to continue paying dividends is subject to our ability to continue to generate sufficient December 31, 2024 | 45 Table of Contents cash flow from our segments, and the amount of dividends we are able to pay each year may vary, possibly substantially, based on market conditions, crack spreads, our capital expenditure and other business needs, covenants contained in any debt agreements we may enter into in the future, covenants contained in existing debt agreements, and the amount of distributions we receive from CVR Partners.
Our ability to continue paying dividends is subject to our ability to continue to generate sufficient cash flow from our segments, and the amount of dividends we are able to pay each year may vary, possibly substantially, based on market conditions, crack spreads, our capital expenditure and other business needs, covenants contained in any debt agreements we may enter into in the future, covenants contained in existing debt agreements, and the amount of distributions we receive from CVR Partners.
In contrast to many of our competitors, we do not have a retail December 31, 2024 | 27 Table of Contents business and therefore are dependent upon others for outlets for our refined products, and we do not have arrangements exceeding a twelve-month period for much of our petroleum output and thus cannot offset losses from refining operations with profits from retail operations and may be less able to withstand periods of depressed refining margins or feedstock shortages.
In contrast to many of our competitors, we do not have a retail business and therefore are dependent upon others for outlets for our refined products, and we do not have arrangements exceeding a twelve-month period for much of our petroleum output and thus cannot offset losses from refining operations with profits from retail operations and may be less able to withstand periods of depressed refining margins or feedstock shortages.
We have two agreements for pipeline transportation of natural gas with expiration dates in April 2025. We typically purchase natural gas from third parties on a spot basis and, from time to time, we may enter into fixed-price forward purchase contracts.
We have two agreements for pipeline transportation of natural gas with expiration dates in October 2026 and April 2028. We typically purchase natural gas from third parties on a spot basis and, from time to time, we may enter into fixed-price forward purchase contracts.
Icahn’s interests in us to an unrelated party or group, a change of control could be deemed to have occurred under the terms of the indenture governing CVR Energy’s 5.750% Senior Notes due 2028, under the indenture governing CVR Partners’ 6.125% Senior Secured Notes due 2028 and under the indenture governing CVR Energy’s 8.500% Senior Notes due 2029, which, in each case, could require the issuers to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued interest to the date of repurchase, and an event of default could be deemed to have occurred under the CVR Energy ABL and the CVR Partners ABL, which, in each case, could allow lenders to accelerate indebtedness owed to them.
Icahn’s interests in us to an unrelated party or group, a change of control could be deemed to have occurred under the terms of the indenture governing CVR Energy’s 5.750% Senior Unsecured Notes due 2028, under the indenture governing CVR Partners’ 6.125% Senior Secured Notes due 2028 and under the indenture governing CVR Energy’s 7.500% Senior Notes due February 2031 and 7.875% Senior Notes due February 2034, which, in each case, could require the issuers to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued interest to the date of repurchase, and an event of default could be deemed to have occurred under the CVR Energy ABL and the CVR Partners ABL, which, in each case, could allow lenders to accelerate indebtedness owed to them.
The U.S. agricultural industry can be affected by a number of factors, including weather patterns and field conditions, current and projected grain inventories and prices, domestic and international population changes, demand for U.S. agricultural products, U.S., state and foreign policies regarding trade in agricultural products, and changes in governmental regulations and incentives for ethanol production that December 31, 2024 | 38 Table of Contents could affect future corn-based ethanol demand and production, including the RFS program.
The U.S. agricultural industry can be affected by a number of factors, including weather patterns and field conditions, current and projected grain inventories and prices, domestic and international population changes, demand for U.S. agricultural products, U.S., state and foreign policies regarding trade in agricultural products, and changes in governmental regulations and incentives for ethanol production that could affect future corn-based ethanol demand and production, including the RFS program.
Despite our mitigation efforts, any disruption of these systems or security breach or event resulting in the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business, or otherwise affect our results of operations.
December 31, 2025 | 32 Table of Contents Despite our mitigation efforts, any disruption of these systems or security breach or event resulting in the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business, or otherwise affect our results of operations.
While the Federal Reserve lowered its target range for the federal funds rate 100 basis points in the later half of 2024, it previously raised the rate by 525 basis points from March 2022 through July 2023.
While the Federal Reserve lowered its target range for the federal funds rate by 75 and 100 basis points in the later half of 2025 and 2024, respectively, it previously raised the rate by 525 basis points from March 2022 through July 2023.
A portion of our workforce is unionized, and we are subject to the risk of labor disputes, slowdowns or strikes, which may disrupt our business and increase our costs. As of December 31, 2024, approximately 41% and 27% of our Petroleum and Nitrogen Fertilizer Segment employees, respectively, were represented by labor unions under collective bargaining agreements.
A portion of our workforce is unionized, and we are subject to the risk of labor disputes, slowdowns or strikes, which may disrupt our business and increase our costs. As of December 31, 2025, approximately 42% and 28% of our Petroleum and Nitrogen Fertilizer Segment employees, respectively, were represented by labor unions under collective bargaining agreements.
Should our Coffeyville Refinery fail to perform in accordance with the existing agreement or to the extent pet coke from the Coffeyville Refinery is insufficient, we would need to purchase pet coke from third parties on the open market, which could negatively impact our results of operations to the extent third-party pet coke is unavailable or available only at higher prices.
Should our Coffeyville Refinery fail to perform in accordance with the existing agreement or to the extent pet coke from the Coffeyville Refinery is December 31, 2025 | 36 Table of Contents insufficient, we would need to purchase pet coke from third parties on the open market, which could negatively impact our results of operations to the extent third-party pet coke is unavailable or available only at higher prices.
Any damage or injury to persons, equipment or property or other disruption of our ability to produce or distribute products could result in a December 31, 2024 | 39 Table of Contents significant decrease in operating revenues and significant additional costs to replace or repair and insure our assets, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.
Any damage or injury to persons, equipment or property or other disruption of our ability to produce or distribute products could result in a significant decrease in operating revenues and significant additional costs to replace or repair and insure our assets, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.
As a consequence of this seasonality, distributions by our Nitrogen Fertilizer Segment of available cash, if any, may be volatile and may vary quarterly and annually. December 31, 2024 | 28 Table of Contents Public health crises have had, and may continue to have, adverse impacts on our business, financial condition, results of operations, and liquidity.
As a consequence of this seasonality, distributions by our Nitrogen Fertilizer Segment of available cash, if any, may be volatile and may vary quarterly and annually. Public health crises have had, and may continue to have, adverse impacts on our business, financial condition, results of operations, and liquidity.
If licensed technology were no longer available or able to be licensed economically or at all, our business may be adversely affected. We have licensed a combination of patent, trade secret, and other intellectual property rights of third parties for use in our plant operations.
December 31, 2025 | 27 Table of Contents If licensed technology were no longer available or able to be licensed economically or at all, our business may be adversely affected. We have licensed a combination of patent, trade secret, and other intellectual property rights of third parties for use in our plant operations.
Our ability to satisfy existing debt obligations will depend upon, among other things: future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, many of which are beyond our control; future ability to borrow under the CVR Energy ABL and the CVR Partners’ ABL, the availability of which depends on, among other things, complying with the covenants in the applicable facility and with covenants in our new term loan facility in the amount of $325 million (the “Term Loan”); and future ability to obtain other financing.
Our ability to satisfy existing debt obligations will depend upon, among other things: future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, many of which are beyond our control; future ability to borrow under the CVR Energy ABL and the CVR Partners’ ABL, the availability of which depends on, among other things, complying with the covenants in the applicable facility; and future ability to obtain other financing.
Upon a default, unless waived, the lenders under such debt facilities and instruments would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, institute foreclosure proceedings against assets, and force bankruptcy or liquidation, subject to any applicable intercreditor agreements.
Upon a default, unless waived, the lenders under such debt facilities and instruments would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, institute foreclosure December 31, 2025 | 38 Table of Contents proceedings against assets, and force bankruptcy or liquidation, subject to any applicable intercreditor agreements.
If events such as severe storms, hurricanes, thunderstorms, tornadoes, floods, extended periods of rain, ice storms, snow, and wildfires become more intense or more frequent, they could have an adverse effect on our continued operations, as well as the operations of our suppliers and customers.
December 31, 2025 | 30 Table of Contents If events such as severe storms, hurricanes, thunderstorms, tornadoes, floods, extended periods of rain, ice storms, snow, and wildfires become more intense or more frequent, they could have an adverse effect on our continued operations, as well as the operations of our suppliers and customers.
International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia and Trinidad and Tobago and, accordingly, the U.S. Department of Commerce will not issue countervailing duty orders and anti-dumping duty orders on UAN imports from the same countries.
International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia December 31, 2025 | 26 Table of Contents and Trinidad and Tobago and, accordingly, the U.S. Department of Commerce will not issue countervailing duty orders and anti-dumping duty orders on UAN imports from the same countries.
There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of securities of companies in the energy industry, as well as to pressure lenders and other financial services companies to limit or curtail activities with companies in the energy industry.
There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of securities of companies in the energy industry, as well as to pressure investors and other capital market participants to limit or curtail activities with companies in the energy industry.
In addition, key executive officers of the Company, including its president and chief December 31, 2024 | 44 Table of Contents executive officer, chief financial officer, and general counsel, will face conflicts of interest if decisions arise in which CVR Partners and the Company have conflicting points of view or interests.
In addition, key executive officers of the Company, including its president and chief executive officer, chief financial officer, and general counsel, will face conflicts of interest if decisions arise in which CVR Partners and the Company have conflicting points of view or interests.
Supply is affected by available capacity and operating rates, raw material costs, government policies and global trade.
Supply is affected by available capacity and operating rates, raw material costs, government policies, global trade, and potential future global supply disruptions.
Compliance with and changes in environmental laws, rules, and regulations, including those related to climate change and the ongoing “energy transition”, could result in increased operating costs and capital expenditures and changes in demand for the products we produce.
Compliance with and changes in environmental laws, rules, and regulations, or to the application of those laws, rules and regulations, including those related to climate change, “energy transition” or renewable fuels, could result in increased operating costs and capital expenditures and changes in demand for the products we produce.
We cannot predict future fluctuations in our stock price resulting from actions of Mr. Icahn, nor can we control perceptions in the market or investor sentiment with respect to actions Mr. Icahn may or may not take concerning his ownership of our common stock.
Icahn were to acquire additional shares, the price of the Company’s common stock could decline. We cannot predict future fluctuations in our stock price resulting from actions of Mr. Icahn, nor can we control perceptions in the market or investor sentiment with respect to actions Mr. Icahn may or may not take concerning his ownership of our common stock.
If CVR Partners were to be treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on all of its taxable income at the corporate tax rate.
If CVR Partners were to be treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on all of December 31, 2025 | 41 Table of Contents its taxable income at the corporate tax rate.
Such reorganization could subject the Company to increased costs and operational complexity and other risks. The reorganization may not be successful for many reasons, including but not limited to adverse legal and regulatory developments that may affect particular business lines.
Such reorganization could subject the Company to increased costs and operational complexity and December 31, 2025 | 39 Table of Contents other risks. The reorganization may not be successful for many reasons, including but not limited to adverse legal and regulatory developments that may affect particular business lines.
The issuance of December 31, 2024 | 41 Table of Contents additional shares of common stock or preferred stock may significantly dilute the equity ownership of the current holders of our common stock. An increase in interest rates will cause our debt service obligations to increase.
The issuance of additional shares of common stock or preferred stock may significantly dilute the equity ownership of the current holders of our common stock. An increase in interest rates will cause our debt service obligations to increase.
Risks Related to Our Capital Structure Instability and volatility in the capital, credit, and commodity markets in the global economy could negatively impact our business, financial condition, results of operations and cash flows.
December 31, 2025 | 37 Table of Contents Risks Related to Our Capital Structure Instability and volatility in the capital, credit, and commodity markets in the global economy could negatively impact our business, financial condition, results of operations and cash flows.
December 31, 2024 | 34 Table of Contents The constantly evolving regulatory and legislative environment surrounding data privacy and protection poses increasingly complex compliance challenges, and complying with such data protection laws could increase the costs and complexity of compliance.
The constantly evolving regulatory and legislative environment surrounding data privacy and protection poses increasingly complex compliance challenges, and complying with such data protection laws could increase the costs and complexity of compliance.
A shortage of trained workers due to retirements or otherwise could have an adverse impact on productivity and costs and our ability to expand production in the event here is an increase in the demand for our products and services, which could adversely affect our operations.
Furthermore, our operations require skilled and experienced laborers with proficiency in multiple tasks. A shortage of trained workers due to retirements or otherwise could have an adverse impact on productivity and costs and our ability to expand production in the event here is an increase in the demand for our products and services, which could adversely affect our operations.
We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and are relying on, exemptions from certain corporate governance requirements.
December 31, 2025 | 40 Table of Contents We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and are relying on, exemptions from certain corporate governance requirements.
This law imposes, among other things, a 15% corporate alternative minimum tax on adjusted financial statement income, and a 1% excise tax on certain corporate stock repurchases occurring after December 31, 2022. We do not expect any material impacts from these provisions.
In August 2022, President Biden signed into law the Inflation Reduction Act. This law imposes, among other things, a 15% corporate alternative minimum tax on adjusted financial statement income, and a 1% excise tax on certain corporate stock repurchases occurring after December 31, 2022. We do not expect any material impacts from these provisions.
Some members of the investment community are focused on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under demand-constraint scenarios, and net-zero ambitions in the energy industry in particular, and diversity, equity, and inclusion initiatives, political activities, and governance standards among companies more generally.
Some members of the investment community are focused on ESG practices and disclosures, including those related to climate change, GHG emissions targets, and net-zero ambitions in the energy industry in particular, and political activities, and governance standards among companies more generally.
If such an event were to occur, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or repay amounts outstanding under the CVR Energy ABL or the CVR Partners ABL, if any. Our stock price may decline due to sales of shares by Mr.
If such an event were to occur, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or repay amounts outstanding under the CVR Energy ABL or the CVR Partners ABL, if any.
For example, the ongoing Russia-Ukraine war poses significant geopolitical risks to global crude oil, fertilizer, and agriculture markets. In addition, despite recent de-escalation and the ongoing ceasefire, the conflict between Israel and Hamas, which began in October 2023, continues to pose similar risks to the global crude oil, fertilizer, and agriculture markets.
In addition, despite recent de-escalation and the ongoing ceasefire, the conflict between Israel and Hamas, which began in October 2023, continues to pose similar risks to the global crude oil, fertilizer, and agriculture markets.
Delays in making required changes or upgrades to our facilities could subject December 31, 2024 | 36 Table of Contents us to fines or penalties and also affect our ability to supply certain products we make.
Delays in making required changes or upgrades to our facilities could subject us to fines or penalties and also affect our ability to supply certain products we make.
We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers, the proper design, operation, and maintenance of our equipment, and require us to provide information about hazardous materials used in our operations.
We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers, the proper design, operation, and maintenance of our equipment, and require us to provide information about hazardous materials used in our operations. Failure to comply with these requirements may result in significant fines or compliance costs.
The Market prices for these and other commodities depend upon a wide range of factors beyond our control, including regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products, which supply and demand is subject to volatility based on, among other things, the availability and quantity of imports, the capacity and production levels of U.S. and foreign refineries and suppliers, levels of refined petroleum product inventories and the availability of petroleum alternatives, productivity and growth (or the lack thereof) of U.S. and global economies, U.S. foreign trade policy and relationships with foreign governments, political affairs, and the extent of governmental regulation, including executive orders.
The market prices for these and other commodities depend upon a wide range of factors beyond our control including product pipeline capacity, December 31, 2025 | 24 Table of Contents system inventory, local and regional market conditions, inflation, operating levels of other refineries, regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products, which supply and demand is subject to volatility based on, among other things, the availability and quantity of imports, driving habits, weather conditions, the capacity and production levels of U.S. and foreign refineries and suppliers, levels of refined petroleum product inventories and the availability of petroleum alternatives, productivity and growth (or the lack thereof) of U.S. and global economies, U.S. foreign trade policy and relationships with foreign governments, political affairs, the outcome of legal or regulatory proceedings, and the extent of governmental regulation, including EOs.
Without sufficient government support to stabilize prices for credits generated by renewable fuels production, our Renewables Segment may not be able to generate profits. Tariffs and bans on renewable feedstocks could result in supply restriction and feedstock pricing volatility.
Without sufficient government support to stabilize prices for credits generated by renewable fuels production, our Renewables Segment may not be able to generate profits. Tariffs and bans on renewable feedstocks could result in supply restriction and feedstock pricing volatility. Tariffs imposed by the new Presidential Administration could impact the pricing and availability of imported renewable feedstocks into the United States.
Our Coffeyville Fertilizer Facility obtained 46% of its pet coke from our Coffeyville Refinery in 2024.
Our Coffeyville Fertilizer Facility obtained 36% of its pet coke from our Coffeyville Refinery in 2025.
With the loss of the BTC there could be additional volatility in pricing for renewable fuels feedstocks, as well as in prices of other credits generated by renewable fuels production, particularly RINs prices and LCFS credit prices.
The $1 per gallon BTC expired on December 31, 2024, and replaced with the Clean Fuels Production Credit. With the loss of the BTC there could be additional volatility in pricing for renewable fuels feedstocks, as well as in prices of other credits generated by renewable fuels production, particularly RINs prices and LCFS credit prices.
If a refiner of petroleum-based transportation fuels is unable to meet its renewable fuel mandate through blending and is not otherwise exempt from compliance, it must purchase RINs in the open market to meet its obligations under the RFS program. Our Petroleum Segment’s obligated-party subsidiaries are exposed to the volatility in the market price of RINs, which can be extreme.
If a refiner of petroleum-based transportation fuels is unable to meet its renewable fuel mandate through blending and is not otherwise exempt from compliance, it must purchase RINs in the open market to meet its obligations under the RFS program.
The largest customer for each of our Petroleum and Nitrogen Fertilizer Segments represented 13% and 14% of their respective net sales for the year ended December 31, 2024, while the Renewables Segment has two customers that each accounted for approximately 50% of its net sales for the same period.
The largest customer of our Petroleum Segment comprised 12% of its net sales for the year ended December 31, 2025. For the same period, the top two customers of our Nitrogen Fertilizer Segment represented 28% of its net sales, and the Renewables Segment has two customers that each accounted for approximately 50% of its net sales.
It is unclear the impact the Trump Administration and these EOs and others will have on the laws, rules, and regulations applicable to us or on our operations, and we cannot predict future developments related thereto.
It remains unclear the impact on the laws, rules, and regulations applicable to us or on our operations, and we cannot predict future developments related thereto.
Regional occurrences, such as energy shortages or increases in commodity prices, geological hazards, and natural disasters, could also have a material adverse effect on our business, financial condition and results of operations.
Regional occurrences, such as energy shortages or increases in commodity prices, geological hazards, and natural disasters, could also have a material adverse effect on our business, financial condition and results of operations. The physical effects of adverse weather conditions have the potential to directly affect our operations and result in increased costs related to our operations.
As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.
As a result, some parties have reduced or ceased investing in companies that operate in industries with higher perceived environmental exposure, such as the energy industry.
RIN prices may also be December 31, 2024 | 35 Table of Contents impacted by the timing and content of the EPA’s actions or inactions relating to the RFS and communications relating thereto, as well as the actions of market participants, such as non-obligated parties.
RIN prices may also be impacted by the timing and content of the EPA’s actions or inactions relating to the RFS and communications relating thereto, as well as the actions of market participants, such as non-obligated parties. We may also be adversely impacted by the timing by which we purchase RINs, either ratably or at all.
Moreover, the planned turnaround at the Coffeyville Refinery started in January 2025, with a total estimated cash outlay of $175 million to $200 million.
Moreover, the planned turnaround at the Coffeyville Refinery started in January 2025 and was completed in April 2025, with a total cash outlay of approximately $210 million.
Icahn and entities controlled by him may also pursue acquisitions or business opportunities in industries December 31, 2024 | 42 Table of Contents in which we compete, and there is no requirement that any additional business opportunities be presented to us.
Icahn’s interests may not always be consistent with the Company’s interests or with the interests of the Company’s other stockholders. Mr. Icahn and entities controlled by him may also pursue acquisitions or business opportunities in industries in which we compete, and there is no requirement that any additional business opportunities be presented to us.
December 31, 2024 | 29 Table of Contents In addition, new environmental laws, rules, and regulations, including as a result of climate change and the ongoing energy transition efforts, new interpretations of existing laws, rules, and regulations, including as a result of the change in U.S. presidential administration, or increased governmental enforcement of laws, rules, and regulations, could require us to make additional unforeseen expenditures.
In addition, new environmental laws, rules, and regulations, new interpretations of existing laws and regulations, including as a result of the change in the U.S. presidential administration, or increased governmental enforcement of laws, rules, and regulations, could require us to make additional unforeseen expenditures or could adversely impact end user demand for our products.
If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.
December 31, 2025 | 34 Table of Contents One of the ways we may grow our business is through the conversion or expansion of our existing facilities. If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.
Under the new Trump Administration the White House issued EO 14154 titled “Unleashing American Energy” that seeks to establish American energy dominance through, among other actions, purported revocation of certain executive and regulatory actions taken under the prior U.S. presidential administration, abolishment of certain offices such as the American Climate Corps and the Interagency Working Group on the Social Cost of Greenhouse Gases and other actions including, for example, directives to revise permitting processes, promote domestic mining and energy production and eliminate the “electric vehicle mandate” by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles (EVs).
December 31, 2025 | 28 Table of Contents EOs were issued by the White House in 2025 seeking to establish American energy dominance through, among other actions, purported revocation of certain executive and regulatory actions taken under the prior U.S. presidential administration, and other actions such as directives to revise permitting processes, promote domestic mining and energy production and eliminate the “electric vehicle mandate” by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles.
Without a wider adoption of LCFS programs in larger states, the customer pool will likely remain limited to states that currently offer LCFS programs. Potential Renewables Projects at the Refineries could impact the operations and/or profitability of our Renewables Segment.
Without a wider adoption of LCFS programs in larger states, the customer pool will likely remain limited to states that currently offer LCFS programs.
As a result, profitability in the Renewables Segment is highly dependent on the prices of government credits generated through the production of renewable fuels, particularly RINs prices, LCFS credit prices, and the BTC. RINs prices are mainly influenced by supply and demand dynamics, with the demand being heavily impacted by the annual Renewable Volume Obligation levels established by the EPA.
As a result, profitability in the Renewables Segment is highly dependent on the prices of government credits generated through the production of renewable fuels, particularly RINs prices, LCFS credit prices, and the BTC.
December 31, 2024 | 26 Table of Contents Additionally, our Renewables Segment is exposed to fluctuations in the prices of Vegetable oils and other feedstocks and renewable fuels, which are affected by numerous factors, such as Vegetable oil production capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other facilities.
The prices of vegetable oils and other feedstocks and renewable fuels are also affected by other factors, such as Vegetable oil production capacity, soybean crush capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other facilities.
We may also be adversely impacted by the timing by which we purchase RINs, either ratably or at all. Also, we believe WRC, as a small refinery, should be entitled to exemptions from the RFS, and we may carry a RIN deficit while we pursue such exemptions in court.
Also, we believe WRC, as a small refinery, should be entitled to exemptions from the RFS, and we may carry a RIN deficit while we pursue such exemptions in court. The accounting treatment of such deficit may change over time and in response to court rulings.
We face competition for these professionals from our competitors, our customers and other companies operating in our industry. To the extent that the services of members of our management team and key technical personnel would be unavailable to us for any reason, we may be required to hire other personnel to manage and operate our business.
To the extent that the services of members of our management team and key technical personnel would be unavailable to us for any reason, we may be required to hire other personnel to manage and operate our business. We may not be able to locate or employ such qualified personnel on acceptable terms, or at all.
Icahn could elect in the future to request that the Company file a registration statement to sell shares of the Company’s common stock. If Mr. Icahn were to sell a large number of shares into the public markets, or if investors perceived that such a sale may occur, the price of the Company’s common stock could decline.
Additional acquisitions of shares by Mr. Icahn could further reduce the shares of the Company eligible for trading. If Mr. Icahn were to sell a large number of shares into the public markets, or if investors perceived that such a sale may occur, or if Mr.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−0 removed12 unchanged
Biggest changeMaterial Impact on Company During 2024 , the Company did not experience any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company , including its business strategy, results of operations, or financial condition.
Biggest changeDecember 31, 2025 | 44 Table of Contents Material Impact on Company As of February 18, 2026 , the Company has not ex perienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company , including its business strategy, results of operations, or financial condition.
Management also monitors AI usage and has implemented a framework that tracks use and is governed by the Company’s Artificial Intelligence Policy, which was most recently updated in 2024, and includes a review and approval process for adopting use of AI tools. Such governance activities are designed to mitigate the risks presented by AI.
Management also monitors AI usage and has implemented a framework that tracks use and is governed by the Company’s Artificial Intelligence Policy, which was most recently updated in 2024, and includes a review and approval process for adopting use of AI tools. Such governance activities are intended to mitigate the risks presented by AI.
Lastly, management maintains information security incident response processes to guide response and mitigate impact in the event of a cybersecurity incident. A third-party cybersecurity service provider is on retainer to assist the Company should a cybersecurity incident occur.
Management also maintains information security incident response processes to guide response and mitigate impact in the event of a cybersecurity incident. A third-party cybersecurity service provider is on retainer to assist the Company should a cybersecurity incident occur.
The Company’s information technology function has a dedicated cybersecurity team comprised of employees with, on average, nearly 20 years of experience and expertise in cybersecurity, and includes individuals with degrees in Computer Studies and cybersecurity-related certifications including December 31, 2024 | 46 Table of Contents Certified Information Systems Security Specialist (CISSP), Certified in Risk and Information Systems Controls (CRISC), and Certified Information Security Manager (CISM).
The Company’s information technology function has a dedicated cybersecurity team comprised of employees with, on average, nearly 20 years of experience and expertise in cybersecurity, and includes individuals with degrees in Computer Studies and cybersecurity-related certifications including Certified Information Systems Security Specialist (CISSP), Certified in Risk and Information Systems Controls (CRISC), and Certified Information Security Manager (CISM).
The Company’s processes used to identify, assess, and mitigate cybersecurity risks are integrated into the Company’s broader risk management system and processes, including through the risk management activities of the Board and its Audit Committee, our Enterprise Risk Management Committee (“ERM Committee”), and our internal audit and information technology functions.
The Company’s processes used to identify, assess, and mitigate cybersecurity risks are integrated into the Company’s broader risk management system and processes, including through the risk management activities of the Board and its Audit Committee, our Enterprise Risk Management Committee (“ERM Committee”), and our internal audit and December 31, 2025 | 43 Table of Contents information technology functions.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed1 unchanged
Biggest changeInformation used in the graph was obtained from Yahoo! Finance (finance.yahoo.com). The performance graph above is furnished and not filed for purposes of the Securities Act and the Exchange Act. The performance graph is not soliciting material subject to Regulation 14A. Market Information Our common stock is listed under the symbol “CVI” on the New York Stock Exchange (“NYSE”).
Biggest changeThe performance graph above is furnished and not filed for purposes of the Securities Act and the Exchange Act. The performance graph is not soliciting material subject to Regulation 14A. Market Information Our common stock is listed under the symbol “CVI” on the New York Stock Exchange (“NYSE”).
The graph assumes that the value of the investment in common stock and each index was $100 on December 31, 2019 and that all dividends were reinvested. Investment is weighted on the basis of market capitalization. The share price performance shown on the graph is not necessarily indicative of future price performance.
The graph assumes that the value of the investment in common stock and each index was $100 on December 31, 2020 and that all dividends were reinvested. Investment is weighted on the basis of market capitalization. The share price performance shown on the graph is not necessarily indicative of future price performance.
The Company has 107 holders of record of the outstanding shares as of December 31, 2024. Item 6. [Reserved]
The Company has 100 holders of record of the outstanding shares as of December 31, 2025. Item 6. [Reserved]

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 48 Item 16. Form 10-K Summary 133 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 84 Item 8. Financial Statements and Supplementary Data 86
Biggest changeItem 6. [Reserved] 46 Item 16. Form 10-K Summary 125 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 74 Item 8. Financial Statements and Supplementary Data 77

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

127 edited+73 added−132 removed42 unchanged
Biggest changeThe following table presents quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2024, 2023, and 2022 (amounts presented in the table below may not add to totals presented due to rounding): Quarterly Dividends Paid ( in millions ) Related Period Date Paid Quarterly Dividends Per Share Public Stockholders IEP Total 2023 - 4th Quarter March 11, 2024 $ 0.50 $ 17 $ 33 $ 50 2024 - 1st Quarter May 20, 2024 0.50 17 33 50 2024 - 2nd Quarter August 19, 2024 0.50 17 33 50 Total 2024 quarterly dividends $ 1.50 $ 51 $ 100 $ 151 2022 - 4th Quarter March 13, 2023 $ 0.50 $ 15 $ 36 $ 50 2023 - 1st Quarter May 22, 2023 0.50 15 36 50 2023 - 2nd Quarter August 21, 2023 0.50 15 36 50 2023 - 3rd Quarter November 20, 2023 0.50 17 33 50 Total 2023 quarterly dividends $ 2.00 $ 61 $ 140 $ 201 2022 - 1st Quarter May 23, 2022 $ 0.40 $ 12 $ 28 $ 40 2022 - 2nd Quarter August 22, 2022 0.40 12 28 40 2022 - 3rd Quarter November 21, 2022 0.40 12 28 40 Total 2022 quarterly dividends $ 1.20 $ 36 $ 85 $ 121 Special Dividends Paid ( in millions ) Related Period Date Paid Special Dividends Per Share Public Stockholders IEP Total 2023 - 2nd Quarter August 21, 2023 $ 1.00 $ 29 $ 71 $ 101 2023 - 3rd Quarter November 20, 2023 1.50 51 100 151 Total 2023 special dividends $ 2.50 $ 80 $ 171 $ 251 2022 - 2nd Quarter August 22, 2022 $ 2.60 $ 76 $ 185 $ 261 2022 - 3rd Quarter November 21, 2022 1.00 29 71 101 Total 2022 special dividends $ 3.60 $ 106 $ 256 $ 362 There were no quarterly dividends declared or paid during the fourth quarter of 2024 related to the third quarter of 2024, and there were no quarterly dividends declared or paid during the first quarter of 2022 related to the fourth quarter of 2021.
Biggest changeThe following table presents quarterly and special dividends December 31, 2025 | 72 Table of Contents paid to the Company’s stockholders, including IEP, during 2025, 2024, and 2023 (amounts presented in the table below may not add to totals presented due to rounding): Quarterly Dividends Special Dividends Paid Year Ended December 31, Year Ended December 31, (in millions, except per share data) 2025 2024 2023 2025 2024 2023 Public shareholders $ — $ 51 $ 61 $ — $ — $ 80 IEP — 100 140 — — 171 Total dividend paid $ — $ 151 $ 201 $ — $ — $ 251 Dividend per common share (1) $ — $ 1.50 $ 2.00 $ — $ — $ 2.50 (1) Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.
Non-GAAP Measures Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
Non-GAAP Measures Our management uses certain non-GAAP measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
Widespread expansion or upgrades of third-party facilities, shutdowns, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins.
These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins. Widespread expansion or upgrades of third-party facilities, shutdowns or curtailments, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics.
Renewables Segment The earnings and cash flows of the Renewables Segment are primarily affected by the relationship between renewable fuel prices, the prices for Vegetable oils and other feedstocks that are processed and blended into renewable fuels, as well as the prices of various credits generated by the production of renewable fuels together with the cost of operating the renewable diesel unit, including the pre-treatment unit.
The earnings and cash flows of the Renewables Segment were primarily affected by the relationship between renewable fuel prices, the prices for vegetable oils and other feedstocks that are processed and blended into renewable fuels, as well as the prices of various credits generated by the production of renewable fuels together with the cost of operating the renewable diesel unit, including the pre-treatment unit.
The Nitrogen Fertilizer Segment views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
Market Indicators The Nitrogen Fertilizer Segment views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
Strategy and Goals The Company has adopted Mission and Values, which articulate the Company’s expectations for how it and its employees do business each and every day.
Strategy and Goals The Company has adopted Mission and Core Values, which articulate the Company’s expectations for how it and its employees do business each and every day.
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts.
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts.
Our 2023 ESG Report does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K or any other report we file with (or furnish to) the SEC, whether made before or after the date of this Annual Report on Form 10-K.
Our 2024 ESG Report does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K or any other report we file with (or furnish to) the SEC, whether made before or after the date of this Annual Report on Form 10-K.
The tables below are presented, on a per barrel basis, by month through December 31, 2024: Crude Oil Differentials against WTI (1)(2) December 31, 2024 | 54 Table of Contents NYMEX Crack Spreads (2) PADD II Group 3 Product Crack Spread and RIN Pricing (2)(3) ( $/bbl ) December 31, 2024 | 55 Table of Contents Group 3 Product Differential against NYMEX Products (1)(2) ( $/bbl ) (1) The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below.
The tables below are presented, on a per barrel basis, by month through December 31, 2025: Crude Oil Differentials against WTI (1)(2) NYMEX Crack Spreads (2) December 31, 2025 | 55 Table of Contents PADD II Group 3 Product Crack Spread and RIN Pricing (2)(3) ( $/bbl ) Group 3 Product Differential against NYMEX Products (2) ( $/bbl ) (1) The change over time in NYMEX - WTI, as reflected in the charts above, is illustrated below.
We are focusing on improvements in day-to-day plant operations, identifying alternative sources for plant inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain plant operations at their highest level. • Market Capture - We continuously evaluate opportunities to improve the facilities’ realized pricing at the gate and reduce variable costs incurred in production to maximize our capture of market opportunities. • Financial Discipline - We strive to be as efficient as possible by maintaining low operating costs and disciplined deployment of capital.
We are focusing on improvements in day-to-day plant operations, identifying alternative sources for plant inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain plant operations at their highest level. • Market Capture - We continuously evaluate opportunities to improve the facilities’ netbacks and reduce variable costs incurred in production to maximize our capture of market opportunities. • Financial Discipline - We strive to be as efficient as possible by maintaining low operating costs and disciplined deployment of capital.
The Board will continue to evaluate the economic environment, the Company’s cash needs, optimal uses of cash, payment of dividends (if any), and other applicable factors, and may elect to make additional changes to the Company’s capital allocation in future periods.
The Board will continue to evaluate the economic environment, the Company’s liquidity needs, optimal uses of cash, payment of dividends (if any), and other relevant factors, and may elect to make additional changes to the Company’s capital allocation in future periods.
IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date.
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 as of each applicable record date.
CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia. We operate under three reportable segments: petroleum, renewables, and nitrogen fertilizer, which are referred to in this document as our “Petroleum Segment”, our “Renewables Segment”, and our “Nitrogen Fertilizer Segment”, respectively.
CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia. During 2025, we operated under three reportable segments: petroleum, renewables, and nitrogen fertilizer, which are referred to in this document as our “Petroleum Segment”, our “Renewables Segment”, and our “Nitrogen Fertilizer Segment”, respectively.
(3) HOBO spread represents the Heating Oil – Bean Oil Spread and is calculated as CARB ULSD price per gallon less CBOT Soybean Oil price per gallon.
(2) HOBO spread represents the Heating Oil – Bean Oil Spread and is calculated as CARB ULSD price per gallon less CBOT Soybean Oil price per gallon.
The charts below show relevant market indicators for the Nitrogen Fertilizer Segment by month through December 31, 2024: Ammonia and UAN Market Pricing (1) Natural Gas Market Pricing (1) Pet Coke Market Pricing (1) (1) Information used within these charts was obtained from various third-party sources including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
The charts below show relevant market indicators for the Nitrogen Fertilizer Segment by month through December 31, 2025: Ammonia and UAN Market Pricing (1) (1) Information used within these charts was obtained from various third-party sources including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
The Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3 ultra-low sulfur diesel. Both NYMEX 2-1-1 and Group 3 2-1-1 crack spreads decreased during 2024 compared to 2023.
The Group 3 2-1-1 crack spread is calculated using two barrels of WTI crude oil producing one barrel of Group 3 sub-octane gasoline and one barrel of Group 3 ultra-low sulfur diesel. Both NYMEX 2-1-1 and Group 3 2-1-1 crack spreads increased during 2025 compared to 2024.
The discussions of the year ended December 31, 2022 and year-to-year comparisons between the years ended December 31, 2023 and 2022 are not included in this Report but can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 21, 2024 , and such discussions are incorporated by reference into this Report.
The discussions of the year ended December 31, 2023 and year-to-year comparisons between the years December 31, 2025 | 46 Table of Contents ended December 31, 2024 and 2023 are not included in this Report but can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 19, 2025, and such discussions are incorporated by reference into this Report.
Plant Production of Fuel Ethanol (1) Corn and Soybean Planted Acres (2) (1) Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through December 31, 2024. (2) Information used within this chart was obtained from the USDA, National Agricultural Statistics Services, as of December 31, 2024.
December 31, 2025 | 62 Table of Contents Corn and Soybean Planted Acres (1) U.S. Plant Production of Fuel Ethanol (2) (1) Information used within this chart was obtained from the USDA, National Agricultural Statistics Services, as of December 31, 2025. (2) Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through December 31, 2025.
(2) Interest payments related to debt obligations consist of interest payments for our long-term debt outstanding as of December 31, 2024 and commitment fees on the unutilized commitments of the CVR Energy ABL and the CVR Partners ABL. (3) Operating lease liabilities and finance lease obligations are described in Part II, Item 8, Note 6 (“Leases”) of this Report.
(2) Consists of interest payments for our long-term debt outstanding as of December 31, 2025 and commitment fees on the unutilized commitments of the CVR Energy ABL and the CVR Partners ABL. (3) Operating lease liabilities and finance lease obligations are described in Part II, Item 8, Note 6 (“Leases”) of this Report.
The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it. • Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential.
The protection of our employees, contractors and communities is paramount. We have an unwavering commitment to safety above all else. If it’s not safe, then we don’t do it. December 31, 2025 | 47 Table of Contents • Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential.
The tables below are presented by month through December 31, 2024: Benchmark Renewable Diesel Margins (1) (2) (3) LCFS Credit Price and D4 RIN Market Pricing (1) Soybean Oil and LA/SF CARB Market Pricing (1) (1) Information used within these charts was obtained from reputable market sources, including the New York Mercantile Exchange (“NYMEX”), CBOT, and Argus Media, among others.
The tables below are presented by month through December 31, 2025: Benchmark Renewable Diesel Margins (1) (2) (3) LCFS Credit Price and D4 RIN Market Pricing (1) Soybean Oil and LA/SF CARB Market Pricing (1) (1) Information used within these charts was obtained from reputable market sources, including the NYMEX, CBOT, and Argus Media, among others.
In January 2025, we published our 2023 Environmental, Social & Governance Report (“2023 ESG Report”), which continues to benchmark our Company’s performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Energy’s website at www.CVREnergy.com.
In December 2025, we published our 2024 Environmental, Social & Governance Report (“2024 ESG Report”), which continues to benchmark our Company’s performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Energy’s website at www.CVREnergy.com.
As a performance benchmark and a comparison with other industry participants, we utilize the HOBO spread and a Benchmark Renewable Diesel Margin that incorporates the HOBO spread along with RINs, LCFS credits, and BTCs generated by renewable diesel production.
As a performance benchmark and a comparison with other industry participants, we utilize the heating oil-bean oil (“HOBO”) spread and a Benchmark Renewable Diesel Margin that incorporates the HOBO spread along with RINs, LCFS credits, and tax credits generated by renewable diesel production.
(in $/bbl) Average 2022 Average December 2022 Average 2023 Average December 2023 Average 2024 Average December 2024 WTI $ 94.41 $ 76.52 $ 77.57 $ 72.12 $ 75.77 $ 69.70 (2) Information used within these charts was obtained from reputable market sources, including the New York Mercantile Exchange (“NYMEX”), Intercontinental Exchange, and Argus Media, among others.
(in $/bbl) Average 2023 Average December 2023 Average 2024 Average December 2024 Average 2025 Average December 2025 WTI $ 77.57 $ 72.12 $ 75.77 $ 69.70 $ 64.73 $ 57.87 (2) Information used within these charts was obtained from reputable market sources, including the New York Mercantile Exchange (“NYMEX”), Intercontinental Exchange, and Argus Media, among others.
Feedstock CI scores play a significant role in the generation of Low Carbon Fuel Standard (“LCFS”) credits, where lower CI score feedstocks generate higher credit values than higher CI score feedstocks. The PTC that is intended to replace the BTC would also be calculated based on CI scores, with lower CI scores generating higher credit values.
Feedstock CI scores play a significant role in the generation of Low Carbon Fuel Standard (“LCFS”) credits, where lower CI score feedstocks generate higher credit values than higher CI score feedstocks. The PTC is calculated based on CI scores, with lower CI scores generating higher credit values.
December 31, 2024 | 72 Table of Contents Feedstock - Our Coffeyville Fertilizer Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Fertilizer Facility uses natural gas in its production of ammonia.
Feedstock - Our Coffeyville Fertilizer Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Fertilizer Facility uses natural gas in its production of ammonia.
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 December 31, 2024 | 71 Table of Contents fertilizer products.
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.
December 31, 2024 | 49 Table of Contents Our core Values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.
Our core Values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.
Consolidated The following sections should be read in conjunction with the information outlined within the previous sections of this Part II, Item 7 and the consolidated financial statements and related notes thereto in Part II, Item 8 of this Report.
December 31, 2025 | 52 Table of Contents Results of Operations Consolidated The following sections should be read in conjunction with the information outlined within the previous sections of this Part II, Item 7 and the consolidated financial statements and related notes thereto in Part II, Item 8 of this Report.
Additionally, an estimated 14 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2024/2025. Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond, which should only increase the demand for soybeans and potentially for corn and canola.
Additionally, an estimated 15.5 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 2026 and beyond, which should only increase the demand for soybeans and potentially for corn and canola. Weather continues to be a critical variable for crop production.
The effect of changes in crude oil prices on the Petroleum Segment’s results of operations is also influenced by the rate at which the processing of refined products adjusts to reflect these changes.
The effect of changes in crude oil prices on the Petroleum Segment’s results of operations is also influenced by the rate at which the processing of refined products adjusts to reflect these changes. Crude oil costs and the prices of refined products have historically been subject to wide fluctuations.
As of December 31, 2024, we have an estimated liability of $323 million for the Petroleum Segment’s obligated-party subsidiaries’ compliance with the RFS for 2020 through 2024, which consists of approximately 487 million RINs, excluding open, fixed-price commitments to purchase a net 7 million RINs.
As of December 31, 2025, we have an estimated liability of $72 million for the Petroleum Segment’s obligated-party subsidiaries’ compliance with the RFS for 2025, which consists of approximately 59 million RINs, excluding open, fixed-price commitments to purchase a net 11 million RINs.
Potential Strategic Transactions As previously disclosed in a Schedule 13D amendment filed on March 18, 2024, Icahn Enterprises L.P. and its affiliates (“IEP”) and the Company are considering potential strategic transactions available to the Company and our subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers or stock or asset purchase agreements by the Company or our subsidiaries.
Potential Strategic Transactions As previously disclosed, Icahn Enterprises L.P. and its affiliates (“IEP”) and the Company are considering potential strategic transactions available to the Company and our subsidiaries and affiliates, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by the Company or our subsidiaries, and/or strategic options involving CVR Partners.
December 31, 2024 | 81 Table of Contents (6) Includes purchase obligations related to the transportation of feedstocks. Dividends to CVR Energy Stockholders Dividends, if any, including the payment, amount and timing thereof, are determined at the discretion of the Board.
(6) Includes purchase obligations related to the transportation of feedstocks. Dividends to CVR Energy Stockholders Dividends, if any—including the amount and timing—are determined at the discretion of the Board.
Impairment of Long-lived Assets Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future expected cash flows.
Actual results could differ from the estimates and assumptions used. Impairment of Long-lived Assets Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future expected cash flows.
December 31, 2024 | 76 Table of Contents Reconciliation of Petroleum Segment Gross Profit to Refining Margin Year Ended December 31, (in millions, except throughput data) 2024 2023 2022 Net sales $ 6,920 $ 8,287 $ 9,919 Less: Cost of materials and other (6,236) (6,629) (8,488) Direct operating expenses (exclusive of depreciation and amortization) (421) (406) (426) Depreciation and amortization (174) (185) (182) Gross profit 89 1,067 823 Add: Direct operating expenses (exclusive of depreciation and amortization) 421 406 426 Depreciation and amortization 174 185 182 Refining margin $ 684 $ 1,658 $ 1,431 Total throughput barrels per day 196,278 208,219 205,288 Days in the period 366 365 365 Total throughput barrels 71,837,644 75,999,905 74,930,140 Refining margin per total throughput barrel $ 9.53 $ 21.82 $ 19.09 Direct operating expenses per total throughput barrel 5.86 5.34 5.68 Reconciliation of Renewables Segment Net Loss to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2024 2023 2022 Renewables net loss $ (21) $ (36) $ (47) Interest expense, net (1) (1) — Depreciation and amortization 25 20 16 Renewables EBITDA 3 (17) (31) Adjustments: Unrealized (gain) loss on derivatives, net — (2) 2 Inventory valuation, (favorable) unfavorable (1) (2) 7 14 (2) Renewables Adjusted EBITDA $ 10 $ (5) $ (31) (1) The Renewables Segment’s basis for determining inventory value under GAAP is FIFO.
December 31, 2025 | 67 Table of Contents Reconciliation of Petroleum Segment Gross Profit to Refining Margin Year Ended December 31, (in millions, except throughput data) 2025 2024 2023 Net sales $ 6,426 $ 6,920 $ 8,287 Less: Cost of materials and other (5,520) (6,236) (6,629) Direct operating expenses (exclusive of depreciation and amortization) (415) (421) (406) Depreciation and amortization (194) (174) (185) Gross profit 297 89 1,067 Add: Direct operating expenses (exclusive of depreciation and amortization) 415 421 406 Depreciation and amortization 194 174 185 Refining margin $ 906 $ 684 $ 1,658 Total throughput barrels per day 181,988 196,278 208,219 Days in the period 365 366 365 Total throughput barrels 66,425,773 71,837,644 75,999,905 Refining margin per total throughput barrel $ 13.64 $ 9.53 $ 21.82 Direct operating expenses per total throughput barrel 6.25 5.86 5.34 Reconciliation of Renewables Segment Net Loss to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2025 2024 2023 Renewables Segment net loss $ (137) $ (21) $ (36) Interest expense, net — (1) (1) Depreciation and amortization 115 25 20 Renewables Segment EBITDA (22) 3 (17) Adjustments: Unrealized (gain) loss on derivatives, net — — (2) Inventory valuation, unfavorable (1) (2) 12 7 14 Other non-cash adjustments (3) 2 — — Renewables Segment Adjusted EBITDA $ (8) $ 10 $ (5) (1) The Renewables Segment’s basis for determining inventory value under GAAP is FIFO.
The Nitrogen Fertilizer Segment incurred turnaround expenses of less than $1 million, $2 million, and $33 million during the years ended December 31, 2024, 2023, and 2022, respectively. The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Fertilizer Facility and in 2026 at the East Dubuque Fertilizer Facility.
Nitrogen Fertilizer Segment Major Scheduled Turnaround Activities - We incurred turnaround expenses of $17 million, less than $1 million, and $2 million during the years ended December 31, 2025, 2024, and 2023, respectively. The next planned turnaround is currently scheduled to commence in August 2026 at the East Dubuque Fertilizer Facility.
Regulatory Environment - In addition to existing regulations like the Renewable Fuel Standard (“RFS”) of the Clean Air Act, which significantly impacts our business, there have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels.
Regulatory Environment - In addition to existing regulations, including the RFS under the Clean Air Act, which significantly impacts our business, there have been several enacted climate-, energy- and environmental-related rules and compliance requirements at federal, state, and international levels.
The effect of changes in product prices on the Renewables Segment’s results of operations is partially influenced by the rate at which the processing of renewable fuels adjusts to reflect these changes.
The effect of changes in product prices on the Renewables Segment’s results of operations is partially influenced by the rate at which the processing of renewable fuels adjusts to reflect these changes. Vegetable oil costs and the prices of renewable fuels have historically been subject to wide fluctuations.
Without sufficient government support to stabilize prices for credits generated by renewable fuels production, many renewable fuel producers may not be able to generate profits.
Current market prices for renewable feedstocks are significantly higher than the prices for renewable fuels and, without sufficient government support to stabilize prices for credits generated by renewable fuels production, many renewable fuel producers may not be able to generate profits.
Refer to our discussion of each segment’s results of operations below for further information. Other Income (Expense), Net - The Company’s Other income (expense), net, was $38 million for the year ended December 31, 2024 compared to $14 million for the year ended December 31, 2023.
Overview - The Company’s net income increased $45 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. Refer to our discussion of each segment’s results of operations below for further information.
Income Tax (Benefit) Expense - Income tax benefit for the year ended December 31, 2024 was $26 million, or (137.2)% of income before income taxes, compared to income tax expense for the year ended December 31, 2023 of $207 million, or 19.1% of income before income taxes.
Income Tax Benefit - Income tax benefit for the year ended December 31, 2025 was $10 million, or (12.5)% of income before income taxes, compared to income tax benefit for the year ended December 31, 2024 of $26 million, or (137.2)% of income before income taxes.
Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including the ones related to corn-based ethanol and sustainable aviation fuel production or consumption can impact, and have directly impacted, our business.
Specific factors impacting CVR Partners’ operations are outlined below. • Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including the ones related to corn-based ethanol and vegetable oil-based biodiesel, renewable diesel, and sustainable aviation fuel production or consumption can impact, and have directly impacted, our business.
Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2024 planting season, primarily due to elevated grain prices and favorable weather conditions for planting. Fertilizer input costs have been volatile since the fall of 2021.
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.
The table below presents these feedstocks for the Facilities for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Petroleum coke used in production (thousands of tons) 517 518 425 Petroleum coke used in production (dollars per ton) $ 59.69 $ 78.14 $ 52.88 Natural gas used in production (thousands of MMBtus) (1) 8,667 8,462 6,905 Natural gas used in production (dollars per MMBtu) (1) $ 2.56 $ 3.42 $ 6.66 Natural gas in cost of materials and other (thousands of MMBtus) (1) 7,755 8,671 6,701 Natural gas in cost of materials and other (dollars per MMBtu) (1) $ 2.50 $ 3.84 $ 6.37 (1) The feedstock natural gas shown above does not include natural gas used for fuel.
The table below presents these feedstocks for the Facilities for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 2024 2023 Petroleum coke used in production (thousands of tons) 459 517 518 Petroleum coke used in production (dollars per ton) $ 49.11 $ 59.69 $ 78.14 Natural gas used in production (thousands of MMBtus) (1) 8,234 8,667 8,462 Natural gas used in production (dollars per MMBtu) (1) $ 3.74 $ 2.56 $ 3.42 (1) The feedstock natural gas shown above does not include natural gas used for fuel.
December 31, 2024 | 58 Table of Contents (2) Renewable Diesel Indicator Margin calculated as follows: (OPIS CARB ULSD + (D4 RIN * 1.7x) + BTC + LCFS Credit(65CI) + CAR + LCFS Fee) - (CBOT Soybean Oil * 7.6 lbs/gal).
(3) Renewable Diesel Indicator Margin calculated as follows: (OPIS CARB ULSD + (D4 RIN * 1.7x) + tax credits + LCFS Credit(65CI) + CAR + LCFS Fee) - (CBOT Soybean Oil * 7.6 lbs/gal).
This system allows the Company to ship refined products to high priced markets in PADD IV. • The Company has undertaken a project to replace the hydrofluoric acid catalyst alkylation unit at the refinery in Wynnewood, Oklahoma (the “Wynnewood Refinery”) with a fixed bed catalyst system, which should expand the alkylation unit by approximately 2,500 bpd, increase product capture by reducing propylene production/sales and increase production of premium gasoline, and eliminate hydrofluoric acid inventory onsite.
Company Initiatives Petroleum Segment • The Company has undertaken a project to replace the hydrofluoric acid catalyst alkylation unit at the Wynnewood Refinery with a fixed bed catalyst system, which project, if successfully completed, should expand the alkylation unit by approximately 2,500 bpd, increase product capture by reducing propylene production/sales and increase production of premium gasoline, and eliminate hydrofluoric acid inventory onsite.
The ultimate outcome of these conflicts and/or economic policy, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.
The ultimate impacts of these geopolitical developments and economic policy changes, including any further escalation, expansion, or resolution thereof, and any associated market disruptions remain difficult to predict and could affect our business, operations, cash flows, and access to capital in unforeseen ways.
The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period. (2) Includes an inventory valuation charge of $5 million and $4 million recorded in the fourth quarters of 2024 and 2023, respectively, as inventories were reflected at the lower of cost or net realizable value.
(2) Includes an inventory valuation charge of $2 million and $9 million for the second and third quarters of 2025, respectively, and $5 million and $4 million recorded in the fourth quarters of 2024 and 2023, respectively, as inventories were reflected at the lower of cost or net realizable value.
Since 2010, ethanol production has historically consumed approximately 37% of the U.S. corn crop used by the market, so demand for corn generally rises and falls with ethanol demand, as shown by the charts below, through December 31, 2024. U.S.
Ethanol is blended with gasoline to meet RFS requirements and for its octane value. Since 2020, ethanol production has historically consumed approximately 36% of the U.S. corn crop used by the market, so demand for corn generally rises and falls with ethanol demand, as shown by the charts below, through December 31, 2025.
Market Indicators NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market pricing of a barrel of crude oil. The pricing differences between other crude oils and WTI, known as differentials, show how the market for other crude oils, such as WCS, White Cliffs (“Condensate”), Brent Crude (“Brent”), and Midland WTI (“Midland”), are trending.
The pricing differences between other crude oils and WTI, known as differentials, show how the market for other crude oils, such as WCS, White Cliffs (“Condensate”), Brent Crude (“Brent”), and Midland WTI (“Midland”), are trending.
Petroleum Segment The Petroleum Segment utilizes certain inputs within its refining operations. These inputs include crude oil, butanes, natural gasoline, ethanol, and bio-diesel (these are also known as “throughputs”).
These inputs include crude oil, butanes, natural gasoline, ethanol, and bio-diesel (these are also known as “throughputs”).
Adjusted EBITDA, Petroleum Adjusted EBITDA, Renewables Adjusted EBITDA, and Nitrogen Fertilizer Adjusted EBITDA - EBITDA, Petroleum EBITDA , Renewables EBITDA , and Nitrogen Fertilizer EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.
December 31, 2025 | 65 Table of Contents Adjusted EBITDA, Petroleum Adjusted EBITDA, Renewables Adjusted EBITDA, and Nitrogen Fertilizer Adjusted EBITDA - EBITDA, Petroleum EBITDA , Renewables EBITDA , and Nitrogen Fertilizer EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.
Refining Throughput and Production Data by Refinery Throughput Data Year Ended December 31, (in bpd) 2024 2023 2022 Coffeyville Gathered crude 71,382 62,263 53,237 Other domestic 39,360 49,930 55,383 Canadian 7,304 3,265 6,847 Condensate 3,177 7,566 12,159 Other crude oil 2,546 — — Other feedstocks and blendstocks 12,511 13,490 11,556 Wynnewood Gathered crude 46,185 50,900 46,160 Other domestic 980 2,112 3,538 Condensate 9,165 15,228 13,283 Other feedstocks and blendstocks 3,668 3,465 3,125 Total Throughput 196,278 208,219 205,288 December 31, 2024 | 63 Table of Contents Production Data Year Ended December 31, (in bpd) 2024 2023 2022 Coffeyville Gasoline 69,771 69,847 72,478 Distillate 56,690 57,888 58,104 Other liquid products 5,125 4,388 4,789 Solids 4,762 4,123 4,700 Wynnewood Gasoline 33,106 38,843 35,027 Distillate 20,917 24,978 23,690 Other liquid products 4,551 6,882 5,712 Solids 9 10 11 Total production 194,931 206,959 204,511 Light product yield (as % of total crude throughput) (1) 100.2 % 100.2 % 99.3 % Liquid volume yield (as % of total throughput) (2) 96.9 % 97.4 % 97.3 % Distillate yield (as % of total crude throughput) (3) 43.1 % 43.3 % 42.9 % (1) Total Gasoline and Distillate divided by total Gathered crude, Other domestic, Canadian, and Condensate throughput (collectively, “Total Crude Throughput”).
December 31, 2025 | 53 Table of Contents Refining Throughput and Production Data by Refinery Throughput Data Year Ended December 31, (in bpd) 2025 2024 2023 Coffeyville Gathered crude 48,598 73,928 62,263 Other domestic 47,279 39,360 49,930 Canadian 482 7,304 3,265 Condensate 2,398 3,177 7,566 Other feedstocks and blendstocks 9,594 12,511 13,490 Wynnewood Gathered crude 55,607 46,185 50,900 Other domestic 4,070 980 2,112 Condensate 8,509 9,165 15,228 Other feedstocks and blendstocks 5,451 3,668 3,465 Total Throughput 181,988 196,278 208,219 Production Data Year Ended December 31, (in bpd) 2025 2024 2023 Coffeyville Gasoline 53,238 69,771 69,847 Distillate 47,983 56,690 57,888 Other liquid products 4,040 5,125 4,388 Solids 3,523 4,762 4,123 Wynnewood Gasoline 38,294 33,106 38,843 Distillate 24,994 20,917 24,978 Other liquid products 7,410 4,551 6,882 Solids 8 9 10 Total production 179,490 194,931 206,959 Crude utilization (1) 80.8 % 87.2 % 92.6 % Distillate yield (as % of total crude throughput) (2) 43.7 % 43.1 % 43.3 % Light product yield (as % of total crude throughput) (3) 98.5 % 100.2 % 100.2 % Liquid volume yield (as % of total throughput) (4) 96.7 % 96.9 % 97.4 % (1) Total Gathered crude, Other domestic, Canadian, and Condensate throughput (collectively, “Total Crude Throughput”) divided by consolidated crude oil throughput capacity of 206,500 bpd.
GAAP results, including but not limited to our operating performance as compared to other publicly-traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital expenditures.
We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations in conjunction with our GAAP results, including but not limited to our operating performance as compared to other publicly-traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital and turnaround expenditures.
Year Ended December 31, 2024 2023 2022 Consolidated sales volumes (thousand tons) Ammonia 271 281 195 UAN 1,260 1,395 1,144 Consolidated product pricing at gate (dollars per ton) Ammonia $ 479 $ 573 $ 1,024 UAN 248 309 486 For the year ended December 31, 2024, total product sales volumes were unfavorable, compared to the year ended December 31, 2023 driven by reduced production volumes resulting from the 2024 Outages in the current period.
Year Ended December 31, 2025 2024 2023 Consolidated sales volumes (thousand tons) Ammonia 246 271 281 UAN 1,191 1,260 1,395 Consolidated product pricing at gate (dollars per ton) Ammonia $ 582 $ 479 $ 573 UAN 314 248 309 For the year ended December 31, 2025, total product sales volume variance was unfavorable driven by reduced production volumes resulting from the 2025 Fertilizer Turnaround and the 2025 Outages.
In addition, the change in the effective tax rate was due primarily to changes in pretax earnings attributable to noncontrolling interests and the impact of federal and state tax credits and incentives generated in relation to overall pretax earnings for the year ended December 31, 2024 compared to the year ended December 31, 2023.
In addition, the change in the effective tax rate was due primarily to changes in pretax earnings attributable to noncontrolling interests and the impact of federal and state tax credits and incentives generated in relation to overall pretax earnings in 2025 compared to 2024. Petroleum Segment The Petroleum Segment utilizes certain inputs within its refining operations.
We closely monitor the amounts and timing of our sources and uses of funds and the availability and borrowings, if any, under the CVR Energy ABL. Our ability to incur additional indebtedness could be restricted by the terms of our existing Senior Notes, the CVR Energy ABL, as defined below, or the Term Loan.
Our ability to incur additional indebtedness could be restricted by the terms of our existing Senior Notes, the CVR Energy ABL, as defined below, or the Term Loan.
Due to geopolitical events, such as the Russia-Ukraine war and the conflict in the Middle East, and, in each case, actions taken by governments and December 31, 2024 | 53 Table of Contents others in response thereto, refined product prices have experienced extreme volatility.
Due to geopolitical events, such as the Russia-Ukraine war and the conflict in the Middle East, and, in each case, actions taken by governments and others in response thereto, refined product prices have experienced extreme volatility. As a result of the current environment, refining margins have been and will likely continue to be volatile.
The table below presents all of these Nitrogen Fertilizer Segment metrics for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Ammonia utilization rate 96 % 100 % 81 % Production Volumes (in thousands of tons) Ammonia (gross produced) 836 864 703 Ammonia (net available for sale) 270 270 213 UAN 1,273 1,369 1,140 On a consolidated basis, the Nitrogen Fertilizer Segment’s utilization decreased 4% to 96% for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the 14-day planned outage at the Coffeyville Fertilizer Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “2024 Outages”) in the current period.
The table below presents these Nitrogen Fertilizer Segment metrics for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 2024 2023 Ammonia utilization rate 88 % 96 % 100 % Production Volumes (in thousands of tons) Ammonia (gross produced) 761 836 864 Ammonia (net available for sale) 243 270 270 UAN 1,174 1,273 1,369 On a consolidated basis, for the year ended December 31, 2025 as compared to December 31, 2024, the Nitrogen Fertilizer Segment’s utilization decreased 8% primarily due to the 2025 Fertilizer Turnaround and subsequent downtime of several weeks due to startup issues at the third-party air separation plant as well as control systems upgrades at the East Dubuque Fertilizer Facility in the second and third quarters of 2025 and other minor unplanned outages at the Fertilizer Facilities (the “2025 Outages”) in the current period, partially offset by the 14-day planned outage at the Coffeyville Fertilizer Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “ 2024 Outages”) in the prior period.
No dividends were declared for the fourth quarter of 2024. Distributions to CVR Partners ’ Unitholders Distributions, if any, including the payment, amount and timing thereof, and UAN GP Board’s distribution policy, including the definition of available cash, are subject to change at the discretion of the UAN GP Board.
The Board did not declare a dividend for the fourth quarter of 2025. Distributions to CVR Partners ’ Unitholders Distributions, if any—including the amount, timing, and UAN GP Board’s distribution policy— are subject to change at the discretion of the UAN GP Board.
December 31, 2024 | 74 Table of Contents The following are non-GAAP measures we present for the years ended December 31, 2024, 2023, and 2022: EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.
These non-GAAP measures are important factors in assessing our operating results and profitability and include the measures defined below. The following are non-GAAP measures we present for the years ended December 31, 2025, 2024, and 2023: EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.
The NYMEX 2-1-1 crack spread averaged $23.79 per barrel in 2024 compared to $34.24 per barrel in 2023. The Group 3 2-1-1 crack spread averaged $18.05 per barrel in 2024 compared to $32.27 per barrel in 2023. Average monthly prices for RINs decreased 46.7% during 2024 compared to 2023.
The NYMEX 2-1-1 crack spread averaged $26.37 per barrel in 2025 compared to $23.79 per barrel in 2024. The Group 3 2-1-1 crack spread averaged $22.63 per barrel in 2025 compared to $18.05 per barrel in 2024. Average monthly prices for RINs increased 56% during 2025 compared to 2024.
Widespread expansion or upgrades of third-party facilities, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in renewable fuel industry economics. These factors can impact, among other things, the level of inventories in the market, resulting in price volatility and a reduction in product margins.
Widespread expansion or upgrades of third-party facilities, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in renewable fuel industry economics. Specific factors impacting the Company’s operations are outlined below.
The decrease in income tax expense was due primarily to a decrease in overall pretax earnings.
The decrease in income tax benefit was due primarily to an increase in overall pretax earnings in 2025 compared to 2024.
The capital investment is estimated at $136 million, and the unit is expected to become operational by the second quarter of 2027. • In April 2024, the Board approved a distillate yield improvement project at the Wynnewood Refinery to modify one of the vacuum towers, which may increase distillate production at the refinery by up to approximately 4,000 bpd.
The capital investment is estimated at December 31, 2025 | 48 Table of Contents $136 million, and the unit is currently expected to become operational later in 2027; however, timing could be impacted by various factors including but not limited to logistics constraints. • In April 2024, the Board approved a distillate yield improvement project at the Wynnewood Refinery to modify one of the vacuum towers, which may increase distillate production at the refinery by up to approximately 2,400 bpd.
References to “CVR Energy”, “CVR”, the “Company”, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Energy, including CVR Partners, as the context may require.
References to “CVR Energy”, “CVR”, the “Company”, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Energy, including CVR Partners, as the context may require. This discussion and analysis covers the years ended December 31, 2025 and 2024 and includes year-to-year comparisons between such periods.
Total capitalized expenditures were $58 million, $60 million, and $81 million during the years ended December 31, 2024, 2023, and 2022, respectively. The next planned turnaround is currently scheduled to commence in the first quarter of 2025 at the Coffeyville Refinery.
Petroleum Segment Major Scheduled Turnaround Activities - Total capitalized expenditures related to turnarounds were $190 million, $58 million, and $60 million during the years ended December 31, 2025, 2024, and 2023, respectively. The next planned turnaround is currently scheduled to take place during 2027 at the Wynnewood Refinery.
December 31, 2024 | 83 Table of Contents Cash Flows The following table sets forth our consolidated cash flows for the periods indicated below: Year Ended December 31, (in millions) 2024 2023 2022 Net cash provided by (used in): Operating activities $ 404 $ 948 $ 967 Investing activities (121) (239) (271) Financing activities (482) (40) (696) Net (decrease) increase in cash, cash equivalents, reserved funds and restricted cash $ (199) $ 669 $ — Operating Activities The change in net cash provided by operating activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was driven primarily by lower income from operations, offset by an increase in net changes from working capital items.
Cash Flows The following table sets forth our consolidated cash flows for the periods indicated below: Year Ended December 31, (in millions) 2025 2024 2023 Net cash provided by (used in): Operating activities $ 144 $ 404 $ 948 Investing activities (362) (121) (239) Financing activities (258) (482) (40) Net (decrease) increase in cash, cash equivalents, reserved funds and restricted cash $ (476) $ (199) $ 669 December 31, 2025 | 73 Table of Contents Operating Activities The change in net cash provided by operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily attributable to a decrease in working capital of approximately $226 million resulting primarily from unfavorable changes in other current liabilities and accounts payable, offset by favorable changes in inventory, mainly caused by the 2025 Refinery Turnaround activities, the August 2025 SRE Decisions, and RIN purchases.
December 31, 2024 | 57 Table of Contents The HOBO spread tightened during 2024 compared to 2023, primarily as a result of declining soybean oil pricing in 2024 more than offsetting a decline in ULSD prices. The HOBO spread averaged $(0.90) per gallon in 2024 compared to $(1.50) per gallon in 2023.
The HOBO spread deteriorated during 2025 compared to 2024, primarily as a result of increasing soybean oil pricing combined with a decline in ULSD prices in 2025. The HOBO spread averaged $(1.32) per gallon in 2025 compared to $(0.90) per gallon in 2024.
Utilization is an important measure used by management to assess operational output at each of the Facilities. Utilization is calculated as actual tons of ammonia produced divided by capacity.
Nitrogen Fertilizer Segment Utilization and Production Volumes - The following table summarizes the ammonia utilization rates on a consolidated basis and production volumes for the Nitrogen Fertilizer Segment’s two manufacturing Facilities. Utilization is an important measure used by management to assess operational output at each of the Facilities and is calculated as actual tons of ammonia produced divided by capacity.
Non-GAAP Reconciliations Reconciliation of Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2024 2023 2022 Net income $ 45 $ 878 $ 644 Interest expense, net 77 52 85 Income tax (benefit) expense (26) 207 157 Depreciation and amortization 298 298 288 EBITDA 394 1,435 1,174 Adjustments: Revaluation of RFS liability, (favorable) unfavorable (89) (284) 135 Unrealized loss (gain) on derivatives, net 22 (32) 5 Inventory valuation impacts, unfavorable (favorable) 14 45 (24) Gain on sale of equity method investment (24) — — Call Option Lawsuits settlement — — 79 Adjusted EBITDA $ 317 $ 1,164 $ 1,369 Reconciliation of Petroleum Segment Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2024 2023 2022 Petroleum net income $ 70 $ 1,071 $ 759 Interest income, net (21) (75) (41) Depreciation and amortization 174 189 187 Petroleum EBITDA 223 1,185 905 Adjustments: Revaluation of RFS liability, (favorable) unfavorable (89) (284) 135 Unrealized loss (gain) on derivatives, net 22 (30) 3 Inventory valuation impacts, unfavorable (favorable) (1) 6 32 (22) Gain on sale of equity method investment (24) — — Petroleum Adjusted EBITDA $ 138 $ 903 $ 1,021 (1) The Petroleum Segment’s basis for determining inventory value under GAAP is FIFO.
December 31, 2025 | 66 Table of Contents Non-GAAP Reconciliations Reconciliation of Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2025 2024 2023 Net income $ 90 $ 45 $ 878 Interest expense, net 108 77 52 Income tax (benefit) expense (10) (26) 207 Depreciation and amortization 403 298 298 EBITDA 591 394 1,435 Adjustments: Changes in RFS liability, (favorable) (262) (89) (284) Unrealized (gain) loss on derivatives, net (4) 22 (32) Inventory valuation impacts, unfavorable 66 14 45 Gain on sale of equity method investment — (24) — Other non-cash adjustments 2 — — Adjusted EBITDA $ 393 $ 317 $ 1,164 Reconciliation of Petroleum Segment Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2025 2024 2023 Petroleum Segment net income $ 207 $ 70 $ 1,071 Interest expense (income), net 10 (21) (75) Depreciation and amortization 194 174 189 Petroleum Segment EBITDA 411 223 1,185 Adjustments: Changes in RFS liability, (favorable) (1) (262) (89) (284) Unrealized (gain) loss on derivatives, net (4) 22 (30) Inventory valuation impacts, unfavorable (2) 54 6 32 Gain on sale of equity method investment — (24) — Petroleum Segment Adjusted EBITDA $ 199 $ 138 $ 903 (1) Changes in the RFS liability include adjustments to reflect the August 2025 SRE Decisions in the amount of $488 million for the year ended December 31, 2025, as well as the revaluation of the RVO.
On a blended barrel basis (calculated using applicable RVO percentages), RINs approximated $3.76 per barrel during 2024 compared to $7.05 per barrel during 2023.
On a blended barrel basis (calculated using applicable renewable volume obligation (“RVO”) percentages), RINs approximated $5.78 per barrel during 2025 compared to $3.71 per barrel during 2024.
December 31, 2024 | 79 Table of Contents Long-term debt consisted of the following: December 31, (in millions) 2024 2023 CVR Energy: 8.50% Senior Notes, due January 2029 $ 600 $ 600 5.75% Senior Notes, due February 2028 400 400 Unamortized debt issuance costs (4) (5) Total CVR Energy debt 996 995 Petroleum Segment: Term Loan 322 — Unamortized debt discount and debt issuance costs (8) — Total Petroleum Segment debt 314 — Nitrogen Fertilizer Segment: 6.125% Senior Secured Notes, due June 2028 550 550 Unamortized debt issuance costs (2) (3) Total Nitrogen Fertilizer Segment debt 548 547 Total long-term debt 1,858 1,542 Current portion of long-term debt (1) 3 599 Total long-term debt, including current portion $ 1,861 $ 2,141 (1) On February 15, 2024, CVR Energy’s 5.25% Senior Notes, due 2025 (the “2025 Notes”) were redeemed in full, at par, plus accrued and unpaid interest to the redemption date.
December 31, 2025 | 70 Table of Contents Long-term debt consisted of the following: December 31, (in millions) 2025 2024 CVR Energy: 8.50% Senior Notes, due January 2029 $ 600 $ 600 5.75% Senior Notes, due February 2028 400 400 Unamortized debt issuance costs (3) (4) Total CVR Energy debt 997 996 Petroleum Segment: Term Loan 154 322 Unamortized debt discount and debt issuance costs (3) (8) Total Petroleum Segment debt 151 314 Nitrogen Fertilizer Segment: 6.125% Senior Secured Notes, due June 2028 550 550 Unamortized debt issuance costs (2) (2) Total Nitrogen Fertilizer Segment debt 548 548 Total long-term debt 1,696 1,858 Current portion of long-term debt 3 3 Total long-term debt, including current portion $ 1,699 $ 1,861 Refer to Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of this Report for further discussions of the Company’s debt instruments.
December 31, 2024 | 77 Table of Contents Reconciliation of Renewables Segment Gross Loss to Renewables Margin Year Ended December 31, (in millions, except throughput data) 2024 2023 2022 Net sales $ 289 $ 559 $ 338 Less: Cost of materials and other (245) (537) (342) Direct operating expenses (exclusive of depreciation and amortization) (31) (28) (24) Depreciation and amortization (25) (20) (16) Gross loss (12) (26) (44) Add: Direct operating expenses (exclusive of depreciation and amortization) 31 28 24 Depreciation and amortization 25 20 16 Renewables margin $ 44 $ 22 $ (4) Total Vegetable oil throughput gallons per day 151,278 225,957 116,515 Days in the period 366 365 365 Total Vegetable oil throughput gallons 55,367,620 82,474,473 42,527,847 Renewables margin per Vegetable oil throughput gallon $ 0.80 $ 0.27 $ (0.10) Direct operating expenses per Vegetable oil throughput gallon 0.57 0.35 0.55 Reconciliation of Nitrogen Fertilizer Segment Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2024 2023 2022 Nitrogen Fertilizer net income $ 61 $ 172 $ 287 Interest expense, net 30 29 34 Depreciation and amortization 88 80 82 Nitrogen Fertilizer EBITDA and Adjusted EBITDA $ 179 $ 281 $ 403 Liquidity and Capital Resources Our principal source of liquidity has historically been cash from operations.
December 31, 2025 | 68 Table of Contents Reconciliation of Renewables Segment Gross Loss to Renewables Margin Year Ended December 31, (in millions, except throughput data) 2025 2024 2023 Net sales $ 312 $ 289 $ 559 Less: Cost of materials and other (288) (245) (537) Direct operating expenses (exclusive of depreciation and amortization) (30) (31) (28) Depreciation and amortization (115) (25) (20) Gross loss (121) (12) (26) Add: Direct operating expenses (exclusive of depreciation and amortization) 30 31 28 Depreciation and amortization 115 25 20 Renewables margin $ 24 $ 44 $ 22 Total Vegetable oil throughput gallons per day 163,894 150,716 225,957 Days in the period 365 366 365 Total vegetable oil throughput gallons 59,820,859 55,161,935 82,474,473 Renewables margin per vegetable oil throughput gallon $ 0.40 $ 0.80 $ 0.27 Direct operating expenses per vegetable oil throughput gallon 0.50 0.58 0.35 Reconciliation of Nitrogen Fertilizer Segment Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, (in millions) 2025 2024 2023 Nitrogen Fertilizer Segment net income $ 99 $ 61 $ 172 Interest expense, net 30 30 29 Depreciation and amortization 82 88 80 Nitrogen Fertilizer Segment EBITDA and Adjusted EBITDA $ 211 $ 179 $ 281 Liquidity and Capital Resources Our primary source of liquidity continues to be cash generated from operations and its primary uses are for working capital, capital and turnaround expenditures, servicing debt obligations, and paying dividends to our stockholders when approved by the Board of Directors, as further discussed below.
Financing Activities The change in net cash used in financing activities for the year ended December 31, 2024 compared to the net cash used in financing activities for the year ended December 31, 2023 was primarily due to the $600 million redemption of the 2025 Notes in 2024 and the decrease in proceeds of $275 million from issuance of the Term Loan in 2024 compared to the 2029 Notes in 2023.
Financing Activities The change in net cash used in financing activities for the year ended December 31, 2025 compared to the net cash used in financing activities for the year ended December 31, 2024 was primarily due to the $600 million redemption of the 5.25% Senior Notes due 2025 in 2024 and no dividends paid to CVR Energy stockholders during 2025 compared to $151 million in dividends paid during 2024.
The decrease was primarily attributable to certain assets being retired or fully depreciated during the 2024 turnaround, partially offset by fixed asset additions during the 2024 turnaround. Selling, General, and Administrative Expenses - For the year ended December 31, 2024, selling, general and administrative expenses was $77 million compared to $81 million for the year ended December 31, 2023.
Depreciation and Amortization Expense - The $20 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily attributable to fixed asset additions during the 2025 Refinery Turnaround and the turnaround at the Wynnewood Refinery during 2024 (the “2024 Turnaround”), partially offset by certain assets being retired or fully depreciated prior to the current period.
Despite the improvement in the HOBO spread in 2024, the Benchmark Renewable Diesel Margin declined in 2024 compared to 2023, primarily due to declines in prices for RINs and LCFS credits. The Benchmark Renewable Diesel Margin averaged $1.82 per gallon in 2024, compared to $2.53 per gallon in 2023.
The Benchmark Renewable Diesel Margin declined to $1.02 per gallon in 2025 compared to $1.82 per gallon in 2024, primarily due to the expiration of the BTC, the aforementioned deterioration in the HOBO spread, and a decrease in prices for LCFS credits, partially offset by higher RINs prices.
Weather continues to be a critical variable for crop production. Even with high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near historical 10-year averages and prices have remained elevated.
Even with high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn remain above historical 10-year averages, prices remained moderated through 2025. While soybean production declined slightly due to fewer planted acres in 2025, yields were above historical levels, and pricing has remained steady as global inventory levels have increased.
Cash Requirements The following table summarizes our known contractual obligations and other commercial commitments as of December 31, 2024 that are expected to be paid within the next year and thereafter: Payments Due by Period (in millions) Short-Term Long-Term Total Debt obligations (1) $ 3 $ 1,872 $ 1,875 Interest payments related to debt obligations (2) 137 317 454 Operating lease liabilities (3) 21 67 88 Finance lease obligations (3) 14 75 89 Other long-term liabilities (4) 2 12 14 Purchase commitments (5) 45 90 135 Transportation agreements (6) 73 890 963 Total cash requirements $ 295 $ 3,323 $ 3,618 (1) Debt obligations consist of the Term Loan, 2028 Notes, 2029 Notes, and 2028 UAN Notes as of December 31, 2024.
Cash Requirements The following table summarizes our known contractual obligations and other commercial commitments as of December 31, 2025 that are expected to be paid within the next year and thereafter: Payments Due by Period (in millions) Short-Term Long-Term Total Debt obligations (1) $ 3 $ 1,704 $ 1,707 Interest payments related to debt obligations (2) 112 204 316 Operating lease liabilities (3) 20 59 79 Finance lease obligations (3) 16 81 97 Other long-term liabilities (4) 2 11 13 Purchase commitments (5) 62 103 165 Transportation agreements (6) 84 911 995 Total cash requirements $ 299 $ 3,073 $ 3,372 (1) Debt obligations consist of the Term Loan, 2028 Notes, 2029 Notes, and 6.125% Senior Secured UAN Notes due 2028 (the “2028 UAN Notes”) as of December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFixed-rate debt also exposes us to the risk that we may need to refinance maturing debt with new debt at higher rates, or that we may be obligated to pay rates higher than the current market. December 31, 2024 | 86 Table of Contents
Biggest changeFixed-rate debt also exposes us to the risk that we may need to refinance maturing debt with new debt at higher rates, or that we may be obligated to pay rates higher than the current market. In February 2026, the Company issued additional debt instruments and utilized the proceeds to redeem or repay outstanding debt as of December 31, 2025.
With regard to its hedging activities, our refining business may enter into, or has entered into, financial instruments which serve to (1) lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity December 31, 2024 | 85 Table of Contents spreads that generate positive cash flows, (2) hedge the value of inventories in excess of minimum required inventories, and (3) manage existing positions related to a change in anticipated operations and market conditions.
With regard to its hedging activities, our refining business may enter into, or has entered into, financial instruments which serve to (1) lock in or fix a percentage of the anticipated or planned gross margin in future periods when the derivative market offers commodity spreads that generate positive cash flows, (2) hedge the value of inventories in excess of minimum required inventories, and (3) manage existing positions related to a change in anticipated operations and market conditions.
Based on the Notes, a hypothetical 50-basis point fluctuation in interest rates at December 31, 2024 would have resulted in a change of $23 million in fair value disclosure.
Based on the Notes, a hypothetical 50-basis point fluctuation in interest rates at December 31, 2025 would have resulted in a change of $103 million in fair value disclosure.
As of and during the year ended December 31, 2024, there were $325 million of outstanding borrowings under the Term Loan that were subject to variable interest rates, and no variable rate borrowings under the CVR Energy ABL or CVR Partners ABL as of and during the years ended December 31, 2024 and 2023.
As of December 31, 2025, there were $157 million of outstanding borrowings under the Term Loan that were subject to variable interest rates, and no variable rate borrowings under the CVR Energy ABL or CVR Partners ABL as of and during the year ended December 31, 2025.
Commodity Price Risk The Company, as a manufacturer of refined petroleum and renewable products and of nitrogen fertilizer products, all of which are commodities, has exposure to market pricing for products sold in the future.
December 31, 2025 | 74 Table of Contents Commodity Price Risk The Company, as a manufacturer of refined petroleum and renewable products and of nitrogen fertilizer products, all of which are commodities, has exposure to market pricing for products sold in the future.
Based on the outstanding Term Loan balance at December 31, 2024, a hypothetical 50-basis point fluctuation in interest rates would result in an annual change of $2 million recognized in Interest expense, net on the Consolidated Statements of Operations.
Based on the outstanding Term Loan balance at December 31, 2025, a hypothetical 50-basis point fluctuation in interest rates would result in an annual change of $1 million recognized in Interest expense, net on the Consolidated Statements of December 31, 2025 | 75 Table of Contents Operations.
Added
As our analysis above is based on balances outstanding as of December 31, 2025, these transactions are not reflected in this discussion. Refer to Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of this Report for further discussion. December 31, 2025 | 76 Table of Contents

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