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CVR ENERGY INC (CVI)

CIK: 0001376139. SIC: 2911 Petroleum Refining. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Manufacturing > Petroleum Refining And Related Industries > SIC 2911 Petroleum Refining

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1376139. Latest filing source: 0001376139-26-000014.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue7,162,000,000USD20252026-02-18
Net income27,000,000USD20252026-02-18
Assets3,706,000,000USD20252026-02-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001376139.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric201420152016201720182019202020212022202320242025
Revenue4,782,000,0005,988,000,0007,124,000,0006,364,000,0003,930,000,0007,242,000,00010,896,000,0009,247,000,0007,610,000,0007,162,000,000
Net income25,000,000263,000,000259,000,000380,000,000-256,000,00025,000,000463,000,000769,000,0007,000,00027,000,000
Operating income70,000,000145,000,000532,000,000580,000,000-333,000,00087,000,000963,000,0001,123,000,00058,000,000182,000,000
Diluted EPS2.001.950.283.78-2.540.254.607.650.060.27
Assets4,050,000,0003,807,000,0004,000,000,0003,905,000,0003,978,000,0003,906,000,0004,119,000,0004,707,000,0004,263,000,0003,706,000,000
Stockholders' equity858,100,000919,000,0001,286,000,0001,393,000,0001,019,000,000553,000,000531,000,000847,000,000703,000,000730,000,000
Cash and cash equivalents736,000,000482,000,000668,000,000652,000,000667,000,000510,000,000510,000,000581,000,000987,000,000511,000,000
Net margin0.52%4.39%3.64%5.97%-6.51%0.35%4.25%8.32%0.09%0.38%
Operating margin1.46%2.42%7.47%9.11%-8.47%1.20%8.84%12.14%0.76%2.54%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001376139.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.64reported discrete quarter
2022-Q32022-09-300.92reported discrete quarter
2023-Q12023-03-311.94reported discrete quarter
2023-Q22023-06-302,236,000,000130,000,0001.29reported discrete quarter
2023-Q32023-09-302,522,000,000353,000,0003.51reported discrete quarter
2023-Q42023-12-312,202,000,00091,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,863,000,00082,000,0000.81reported discrete quarter
2024-Q22024-06-301,967,000,00021,000,0000.21reported discrete quarter
2024-Q32024-09-301,833,000,000-124,000,000-1.24reported discrete quarter
2024-Q42024-12-311,947,000,00029,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-311,646,000,000-123,000,000-1.22reported discrete quarter
2025-Q22025-06-301,761,000,000-114,000,000-1.14reported discrete quarter
2025-Q32025-09-301,944,000,000374,000,0003.72reported discrete quarter
2025-Q42025-12-311,810,000,000-110,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-311,980,000,000-192,000,000-1.91reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001376139-26-000028.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-29. Report date: 2026-03-31.

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

The following discussion and analysis of our financial condition, results of operations, and cash flows should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026 (the “2025 Form 10-K”). Results of operations for the three months ended March 31, 2026 and cash flows for the three months ended March 31, 2026 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements.” References to “CVR Energy”, the “Company”, “we”, “us”, and “our”, may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.

Reflected in this discussion and analysis is how management views the Company’s current financial condition and results of operations, along with key external variables and management’s actions that may impact the Company. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.

Company Overview

CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment is an “independent petroleum refiner”, in that it does not have crude oil exploration or production operations, and is a marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels. CVR Partners produces and markets nitrogen fertilizers primarily in the form of urea ammonium nitrate (“UAN”) and ammonia.

We operate under two reportable segments: petroleum and nitrogen fertilizer, which are referred to in this document as our “Petroleum Segment” and our “Nitrogen Fertilizer Segment”, respectively.

In December 2025, the Company reverted the renewable diesel unit (“RDU”) at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”) back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. While the Company maintains the option to switch back to renewable diesel service if incentivized to do so, it no longer refines renewable feedstocks, such as soybean oil, corn oil, and other similar feedstocks, into renewable diesel nor does it currently market renewable diesel. Based on the Company’s revised reporting assessment performed during the first quarter of 2026, the renewables business no longer meets the quantitative or qualitative requirements under ASC 280, Segment Reporting, to be disclosed as a separate reportable segment. Effective with this Report, all prior period Renewables activity is consolidated within “Other” and disclosures have been retrospectively adjusted to reflect the current segment presentation. Refer to Part I, Item 1, Note 13 (“Business Segments”) for segment disclosures.

Strategy and Initiatives

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. There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of March 31, 2026, IEP owns approximately 71% of the Company’s total outstanding common stock and approximately 3% of the total outstanding common units of CVR Partners. As of March 31, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

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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 capital investment is estimated at $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 connection with our settlement with the Environmental Protection Agency (“EPA”) on certain environmental issues at the refinery in Coffeyville, Kansas (the “Coffeyville Refinery”) entered into in 2023 and by the court in January 2024, the Company is in the process of installing a flare gas recovery system along with other improvements at a cost of approximately $53 million, which is expected to be operational in late 2026.

•The Company has been assessing opportunities to improve margin capture at both refineries through optimizing crude and feedstock slates and refined product marketing, as well as repurposing rail assets following the reversion of the RDU to provide additional feedstock security and product shipment optionality.

Nitrogen Fertilizer Segment

Over the past two years, CVR Partners has reserved funds for a series of debottlenecking and reliability projects that are intended to enhance operational reliability and ultimately facilitate potential increases in production capacity at the facility in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Fertilizer Facility”) and the facility in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Fertilizer Facility” and together with the Coffeyville Fertilizer Facility, the “Facilities”):

•In 2025 and into 2026, CVR Partners progressed several projects focused on improving water and electrical reliability, expanding diesel exhaust fluid production, and increasing loadout capabilities, among other initiatives.

•During the planned turnaround at the East Dubuque Fertilizer Facility, scheduled for August 2026, CVR Partners intends to upgrade water quality and wastewater treatment capabilities while expanding brownfield ammonia production capacity by approximately 5%.

•Based on engineering studies completed in 2025, the Coffeyville Fertilizer Facility has the potential to utilize natural gas as an alternative feedstock in conjunction with pet coke in the production of nitrogen fertilizer, which along with certain other modifications may increase the nameplate ammonia production of the Coffeyville Fertilizer Facility. CVR Partners is nearing completion of detailed engineering and final cost estimates, and with approval by the board of directors of CVR Partners’ general partner (the “UAN GP Board”), expect to proceed with construction in 2026. If completed, these initiatives would make the Coffeyville Fertilizer Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility, providing management with the ability to choose the optimal mix of natural gas and third-party pet coke depending on prevailing prices.

Industry Factors

General Business Environment

Geopolitical Matters

•On February 28, 2026, a war began between the U.S.-Israel and Iran (the “Iran War”), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to oil, refined products, and fertilizer production facilities in the Middle East and to global energy and fertilizer supply chain production and availability. The Iran War has disrupted key trade routes, tightened global supply of certain commodities, and increased energy costs, contributing to elevated and volatile oil and fertilizer prices. While certain global coordinated activities have been implemented to mitigate price volatility and provide near-term relief to market conditions, oil and fertilizer prices remain elevated relative to prior periods.

•In addition, the ongoing Russia-Ukraine war and related geopolitical developments have disrupted, and could further disrupt, the production and trade of petroleum products, fertilizer, grains, and other feedstocks through various means, such as trade restrictions, sanctions or transportation bottlenecks.

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•Recent developments in Venezuela, including continued political uncertainty and sanctions-related constraints, have also contributed to volatility in global crude oil markets. Given Venezuela’s significant oil reserves and the importance of its heavy crude to global and U.S. refining markets, changes in Venezuelan production levels, commercial policies, foreign investments, export activity or sanctions policy could affect crude supply dynamics and pricing.

•Changes, and proposed changes, to the U.S. global trade policy, together with recent U.S. Supreme Court decisions affecting the interpretation and implementation of certain federal regulatory and trade authorities, as well as renewed trade tensions and related international retaliatory measures, have continued to influence global markets and impact short- and long-term economics in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth.

These factors, together with evolving diplomatic efforts and ongoing geopolitical developments in the affected regions, have contributed to, and may continue to contribute to volatility in crude oil, refined product and fertilizer pricing and inventories, as well as disruptions in the production, transportation and trade of fertilizer, grains, and feedstock through various means, including trade restrictions and sanctions. 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 may materially affect our business, operations, cash flows, and access to capital in unforeseen ways.

Regulatory Environment

In addition to existing regulations, including the Renewable Fuel Standard (“RFS”) under the Clean Air Act, which significantly impacts our business, several rules, regulations, and policies relating to climate, energy and environmental matters have been enacted or introduced, as applicable, at federal, state, and international levels. For example, following the 2024 U.S. presidential election, President Trump has taken various actions reflecting a shift in regulatory priorities at the federal level, including various executive orders, regulatory guidance and new legislation that have curtailed, delayed, modified or restructured certain climate-related regulatory initiatives advanced under the prior administration. These actions include:

•Incentives to increase fossil fuel produc

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-18. Report date: 2025-12-31.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with our consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors” of this Report. 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. The discussions of the year ended December 31, 2023 and year-to-year comparisons between the years

December 31, 2025 | 46

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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.

Reflected in this discussion and analysis is how management views the Company’s current financial condition and results of operations, along with key external variables and management’s actions that may impact the Company. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.

Company Overview

CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”), the renewable fuels industry (the “Renewables Segment”), and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment is an “independent petroleum refiner”, in that it does not have crude oil exploration or production operations and is a marketer of high value transportation fuels primarily in the form of gasoline and diesel fuels. The Renewables Segment refines feedstocks, including soybean oil, corn oil, and other related renewable feedstocks, into renewable diesel. 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.

In December 2025, the Company reverted the renewable diesel unit (“RDU”) at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”) back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. The Company maintains the option to switch back to renewable diesel service if incentivized to do so. Refer to Part II, Item 8, Note 4 (“Long-Term Assets”) of this Report for further discussion.

Company Developments

As previously announced, on August 22, 2025, the U.S. Environmental Protection Agency (the “EPA”) issued a decision document to the Company’s subsidiary, Wynnewood Refining Company, LLC (“WRC”), affirming the validity of its previous grant of WRC’s petitions for small refinery hardship relief under the RFS for WRC’s 2017 and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods, and granting 50 percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “August 2025 SRE Decisions”). Based on this decision, WRC’s obligations for the 2020 through 2024 compliance periods were reduced by more than 424 million RINs, representing approximately $488 million. Refer to Part II, Item 8, Note 14 (“Commitments and Contingencies”) of this Report for further discussion.

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.

Mission and Core Values

Our Mission is to be a top tier North American renewable fuels, petroleum refining, and nitrogen-based fertilizer company as measured by safe and reliable operations, superior performance and profitable growth. The foundation of how we operate is built on five core Values:

•Safety - We always put safety first. 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.

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•Environment - We care for our environment. Complying with all regulations and minimizing any environmental impact from our operations is essential. We understand our obligation to the environment and that it’s our duty to protect it.

•Integrity - We require high business ethics. We comply with the law and practice sound corporate governance. We only conduct business one way—the right way with integrity.

•Corporate Citizenship - We are proud members of the communities where we operate. We are good neighbors and know that it’s a privilege we can’t take for granted. We seek to make a positive economic and social impact through our financial donations and the contributions of time, knowledge and talent of our employees to the places where we live and work.

•Continuous Improvement - We believe in both individual and team success. We foster accountability under a performance-driven culture that supports creative thinking, teamwork, diversity and personal development so that employees can realize their maximum potential. We use defined work practices for consistency, efficiency and to create value across the organization.

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.

Strategic Objectives

We have outlined the following strategic objectives to drive the accomplishment of our mission:

•Environmental, Health & Safety (“EH&S”) - We aim to achieve continuous improvement in all EH&S areas through ensuring our people’s commitment to environmental, health and safety comes first, the refinement of existing policies, continuous training, and enhanced monitoring procedures.

•Reliability - Our goal is to achieve industry-leading utilization rates at our facilities through safe and reliable operations. 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.

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. There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of December 31, 2025, IEP owns approximately 70% of the Company’s total outstanding common stock and approximately 3% of the total outstanding common units of CVR Partners. As of December 31, 2025, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

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 capital investment is estimated at

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$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. With the decision to revert the RDU back to hydrocarbon processing services, we currently expect the capital requirement will be approximately $3 million. The Company has implemented the first phase of a similar project at the refinery in Coffeyville, Kansas (the “Coffeyville Refinery”) which could increase production of distillate up to 1,300 bpd.

•In connection with our settlement with the EPA on certain environmental issues at the Coffeyville Refinery entered into in 2023 and by the court in January 2024, the Company is in the process of installing a flare gas recovery system along with other improvements at a cost of approximately $50 million, which is expected to be operational in late 2026.

•The Company has been assessing opportunities to improve margin capture, including the RDU reversion in December 2025, which should expand the crude slate flexibility at the Wynnewood Refinery, as well as the repurposing of rail assets to provide additional feedstock security and product shipment optionality. At the Coffeyville Refinery, the Company has been optimizing crude and feedstock slates and refined product marketing.

Nitrogen Fertilizer Segment

Over the past two years, CVR Partners has reserved funds for a series of debottlenecking and reliability projects that are intended to enhance operational reliability and ultimately facilitate potential increases in production capacity at the facility in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Fertilizer Facility”) and the facility in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Fertilizer Facility” and together with the Coffeyville Fertilizer Facility, the “Facilities”):

•In 2025, CVR Partners progressed several projects focused on improving water and electrical reliability, expanding diesel exhaust fluid production, and increasing loadout capabilities, among other initiatives.

•During the planned turnaround at the Coffeyville Fertilizer Facility, which was completed as scheduled in early November 2025 (the “2025 Fertilizer Turnaround”), CVR Partners completed the installation of a nitrous oxide abatement unit. As a result, all four of its nitric acid plants are now equipped with nitrous oxide abatement units.

Based on engineering studies completed earlier in 2025, the Coffeyville Fertilizer Facility has the potential, subject to certain facility modifications, to utilize natural gas as an alternative feedstock to pet coke in the production of nitrogen fertilizer. CVR Partners is also evaluating the ability to import larger than historical quantities of hydrogen directly from CVR Energy’s adjacent refinery and to increase the nameplate ammonia production of the Coffeyville Fertilizer Facility. The initial stages of the combined project have been approved by the board of directors of CVR Partners’ general partner (the “UAN GP Board”), subject to completion of detailed engineering and final cost estimates. If completed, these initiatives would make the Coffeyville Fertilizer Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility, providing management with the ability to choose the optimal mix of natural gas and third-party pet coke depending on prevailing prices.

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. 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.

Industry Factors

General Business Environment

Geopolitical Matters - Changes, and proposed changes, to the U.S. global trade policy, including tariffs, sanctions, and other trade restrictions, along with renewed trade tensions and related international retaliatory measures, have continued to drive volatility in global markets and create uncertainty around short- and long-term economic impacts in the U.S. and globally, including concerns over inflation, interest rates, recession, and slowing growth. In addition, the ongoing Russia-Ukraine war and continued conflicts and tensions in the Middle East present significant geopolitical risks to global markets, with direct

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implications for the global oil, fertilizer, agriculture, and other industries. Recent developments in Venezuela, including continued political uncertainty and sanctions-related constraints, have also contributed to volatility in global crude oil markets. Given Venezuela’s significant oil reserves and the importance of its heavy crude to global and U.S. refining markets, changes in Venezuelan production levels, commercial policies, foreign investments, export activity or sanctions policy could affect crude supply dynamics and pricing.

These factors, together with evolving diplomatic efforts and ongoing geopolitical developments in the affected regions, have contributed to, and may continue to contribute to volatility in crude oil, refined product and fertilizer pricing and inventories, as well as disruptions in the production, transportation and trade of fertilizer, grains, and feedstock through various means, including trade restrictions and sanctions. 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.

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. Following the 2024 U.S. presidential election, regulatory priorities at the federal level have shifted—over the past year, the current administration has taken actions through executive orders, regulatory guidance and new legislation, that have curtailed, delayed, modified or restructured certain climate-related regulatory initiatives that advanced under the prior administration. These actions include the promotion of incentives to increase fossil fuel production and the EPA’s affirmation of previous grants of petitions for small refinery exemptions (“SREs”) under the RFS. In addition, the administration has publicly indicated its support for farmers and certain biofuels mandates like year-round E15, while also publicly indicating its support of refiners.

At the same time, climate-related proposed regulatory requirements at the federal and state levels, including changes to SRE criteria and reporting of greenhouse emissions and climate risk, continue to evolve and, in some cases, remain subject to legal challenge of further rulemaking. Each of these factors further contribute to ongoing uncertainty in the regulatory environment and may materially impact our business, operations, feedstock sourcing, operating and compliance costs, results of operations and overall market conditions.

Petroleum Segment

The earnings and cash flows of the Petroleum Segment are primarily affected by the relationship between refined product prices and the prices for crude oil and other feedstocks that are processed and blended into refined products together with the cost of refinery compliance, including the cost of compliance with RFS regulations. 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. 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. Specific factors impacting the Company’s operations are outlined below.

Current Market Outlook

•We characterize current crack spreads as slightly below mid-cycle levels. Diesel crack spreads have been elevated throughout 2025 and sustained economic growth could strengthen them further. These impacts could persist into 2026.

•Domestic oil drilling activity has slowed over the past year with the decline in crude oil prices, which has caused crude oil production growth rates to slow relative to the past few years.

•Total operable refining capacity in the United States has declined on a net basis, since 2020. Over the next few years, the pace of global capacity growth is expected to slow with few new refineries scheduled to come online, which could lead to a tightening in global refined product supply and demand balances as global demand growth is expected to continue increasing.

•Ukraine drone strikes are estimated to have reduced Russian refinery rates, supporting global refined product crack spreads.

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•The One Big Beautiful Bill Act (the “OBBB”) signed into law on July 4, 2025 may increase demand for refined products and energy consumption.

•New liquid natural gas (“LNG”) projects coming online and expansion of export capacity in the United States may contribute to downward pressure on natural gas prices and may also support truck fleet shifting from diesel to LNG.

•A sustained reduction of Chinese transportation fuel demand could increase global inventories and ultimately impact the prices and margins.

Regulatory Environment

•Certain of the Petroleum Segment’s subsidiaries are subject to the RFS (collectively, the “obligated-party subsidiaries”), which, each year, absent exemptions or waivers, requires such obligated-party subsidiaries to blend renewable fuels with transportation fuels, purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending, or otherwise face liability. 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. The Company’s open RFS position, which does not consider open commitments expected to settle in future periods, is marked-to-market each period and thus significant market volatility, as experienced in late 2023 through 2025, could impact 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) and has the potential to remain significant through 2026 and beyond.

•In January 2026, following a push by certain oil, biofuels and agriculture groups not only for Congressional approval of year-round E15 but also certain amendments to the RFS to limit the eligibility of certain small refineries, including WRC, to SREs under the RFS, the U.S. 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, RINs, access to markets, and federal regulations that hinder American energy dominance” and to “submit those solutions to Congress no later than February 15, 2026, with the intent to consider legislation no later than February 26, 2026.” Numerous parties, including the Company, have engaged and are expected to continue to engage with various members of Congress relating thereto.

Renewables Segment

Although the RDU was reverted back to hydrocarbon processing service in December 2025, we believe the market and regulatory developments discussed below provide relevant information for understanding the financial and operating results of the Renewables Segment for the periods discussed in this Report.

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 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. 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.

Current Market Outlook

•The OBBB has changed several elements of the Clean Fuel Production Credit (“PTC”) including the removal of land use provisions for the soybean oil carbon intensity (“CI”) calculation. The legislation also included an import ban on certain foreign feedstocks used in renewable fuel production, which may impact supply chain dynamics and feedstock availability. As the regulations that governs the PTC have not been issued, we did not recognize any PTC benefit in 2025.

•With the expiration of the Biodiesel Blenders’ Tax Credit (“BTC”) on December 31, 2024, there has been additional volatility in pricing for renewable fuel feedstocks, as well as in prices of other credits generated by renewable fuels

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production, particularly RINs prices and Low Carbon Fuel Standard (“LCFS”) credit prices. These factors should continue to support RIN prices.

•In June 2025, the EPA proposed the 2026 and 2027 biomass-based diesel (“D4”) RIN volume requirements. Refer to Part I, Item 1, “Business” for further discussion.

•Further renewable diesel production capacity expansion is expected to slow considerably due to the uncertainties around U.S. government policies and support of renewables businesses.

•Material updates to the LCFS were finalized in June 2025 by the California Air Resources Board (“CARB”) and became effective July 1, 2025. These revisions include enhanced carbon intensity reduction targets and feedstock limits and should result in higher credits.

•Profitability in the Renewables Segment is highly dependent on the prices of government grants, particularly RINs prices, LCFS credit prices, and tax credits. RINs prices are mainly influenced by supply and demand dynamics, regulatory policy and the actions of the EPA and others in response thereto, with demand being heavily impacted by the annual RVO levels established by the EPA and other legal and regulatory actions. 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.

Nitrogen Fertilizer Segment

Within the Nitrogen Fertilizer Segment, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.

The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products, which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors. These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility. Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products. 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. In response to the EPA granting full or partial SREs to 140 refineries in August 2025, a low reallocation requirement by the EPA of the exempted gallons from 2023 to present to other refiners could depress demand for corn and soybeans used in fuels blending. However, we believe the government will seek ways to mitigate the potential impact of these reallocations on farmers, which will support continued planting activities in the future.

•Provisions of the Section 45Z Clean Fuel Production Credit exclude imports of renewable fuels and imported feedstocks used to produce renewable fuels in the United States, which we expect to support demand for domestic corn and soybean oil feedstocks.

•Corn used in ethanol production consumed approximately 36% of the annual United States corn crop used by the market. Further, potential year-round, nationwide E15 expansion is expected to support fertilizer demand and pricing by driving increased, long-term demand for corn.

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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. Our consolidated results of operations include certain unallocated corporate activities and the elimination of intercompany transactions and, therefore, do not equal the sum of the operating results of the Petroleum, Renewables, and Nitrogen Fertilizer Segments.

Consolidated Financial Highlights

Year Ended December 31,

(in millions, except per share data)

2025

2024

2023

Operating income

$

182 

$

58 

$

1,123 

Interest expense, net

(108)

(77)

(52)

Other income, net

6 

38 

14 

Income tax benefit (expense)

10 

26 

(207)

Net income

90 

45 

878 

Less: Net income attributable to noncontrolling interest

(63)

(38)

(109)

Net income attributable to CVR Energy stockholders

$

27 

$

7 

$

769 

Earnings per share

$

0.27 

$

0.06 

$

7.65 

EBITDA (1)

$

591 

$

394 

$

1,435 

(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

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.

Interest expense, net - The $31 million increase for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily attributable to interest in 2025 on the senior secured term loan facility entered into on December 19, 2024 (the “Term Loan”).

Other Income, Net - The $32 million decrease for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily attributable to the gain on the Company’s sale of its limited liability company interest in the Midway Pipeline, LLC (the “Midway JV”) in December 2024.

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. The decrease in income tax benefit was due primarily to an increase in overall pretax earnings in 2025 compared to 2024. 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. These inputs include crude oil, butanes, natural gasoline, ethanol, and bio-diesel (these are also known as “throughputs”).

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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.

(2)Total Distillate divided by Total Crude Throughput.

(3)Total Gasoline and Distillate divided by Total Crude Throughput.

(4)Total Gasoline, Distillate, and Other liquid products divided by total throughput.

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. 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.

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We utilize NYMEX and Group 3 crack spreads as a performance benchmark and a comparison with other industry participants. These crack spreads are a measure of the difference between market prices for crude oil and refined products and are a commonly used proxy within the industry to estimate or identify trends in refining margins. Crack spreads can fluctuate significantly over time as a result of market conditions and supply and demand balances. The NYMEX 2-1-1 crack spread is calculated using two barrels of WTI producing one barrel of NYMEX RBOB Gasoline (“RBOB”) and one barrel of NYMEX NY Harbor ULSD (“HO”). 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 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. 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.

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)

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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.

(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.

(3)PADD II is the Midwest Petroleum Area for Defense District (“PADD”), which includes Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, and Wisconsin.

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Petroleum Segment Financial Highlights

Year Ended December 31,

(in millions, except throughput data)

2025

2024

2023

Net sales

$

6,426 

$

6,920 

$

8,287 

Operating income

211 

12 

982 

Net income

207 

70 

1,071 

EBITDA (1)

411 

223 

1,185 

Refining margin (1)

$

906 

$

684 

$

1,658 

Direct operating expenses (2)

415 

421 

406 

Depreciation and amortization

194 

174 

189 

Selling, general, and administrative expenses (2)

84 

77 

81 

$ (per total throughput barrel):

Refining margin per total throughput barrel (1)

$

13.64 

$

9.53 

$

21.82 

Direct operating expenses per total throughput barrel (1) (2)

6.25 

5.86 

5.34 

(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

(2)Exclusive of depreciation and amortization expense.

Overview - For the year ended December 31, 2025, operating income and net income increased $199 million and $137 million, respectively, compared to December 31, 2024. The increase was primarily due to a favorable RFS liability adjustment to reflect the August 2025 SRE Decisions, increases in gasoline and distillate crack spreads in 2025, and elevated repairs and maintenance expenses in the prior year period resulting from the fire at the Wynnewood Refinery during severe weather (the “Wynnewood Fire”), partially offset by lower throughput as a result of the Coffeyville Refinery’s major turnaround which began in the first quarter of 2025 and was completed in April 2025 (the “2025 Refinery Turnaround”) and increased RINs prices.

Net Sales - The $494 million decrease for the year ended December 31, 2025 as compared to December 31, 2024 was primarily driven by lower throughput volumes as result of the 2025 Refinery Turnaround combined with lower gasoline and distillate prices, partially offset by higher revenue from sales of crude oil in the 2025 period as compared to the 2024 period due to selling crude to manage inventory during the 2025 Refinery Turnaround.

Refining Margin - The $222 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to the following:

•Favorable net RFS-related impacts of $93 million, which includes favorable adjustments of $488 million to reflect the SRE Decision, partially offset by an unfavorable RINs revaluation of $354 million due to higher RINs pricing, and lower RINs sales;

•A increase in the Group 3 2-1-1 crack spread of $4.58 per barrel, driven by an improvement of gasoline and distillate crack spreads primarily due to lower inventory levels and improving demand trends in the current year; and

•Favorable derivative impacts of $11 million in the 2025 period as compared to the 2024 period resulting primarily from unrealized gains on crack swaps and Canadian crude oil positions in the current year period combined with unrealized loss on crack swaps in the prior year period.

Factors partially offsetting the $222 million increase were:

•Unfavorable sales volume impacts related to the 2025 Refinery Turnaround;

•An increase in the RVO weighted cost of RFS compliance of $2.08 per barrel primarily due to an increase in the price of Ethanol and Biodiesel RINs;

•Unfavorable inventory valuation impacts of $54 million in 2025 compared to unfavorable inventory valuation impacts of $6 million in 2024, primarily due to a larger decrease in crude oil and gasoline prices for the current period as compared to the prior period; and

•An increase in crude oil pipeline fees.

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Direct Operating Expenses (Exclusive of Depreciation and Amortization) - The $6 million decrease for the year ended December 31, 2025 as compared to December 31, 2024 was primarily attributable to increased personnel costs and higher lease expenses, offset by elevated repairs and maintenance expenses incurred during the prior year period related to the Wynnewood Fire, net of insurance reimbursements, combined with lower insurance expenses in the current period. On a total throughput barrel basis, there was a $0.39 increase due to decreased total throughput volumes in the current period resulting from the 2025 Refinery Turnaround, partially offset by reduced operating expenses in the current period and minor unplanned outages reducing throughput in the prior year period.

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.

Selling, General, and Administrative Expenses - The $7 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily a result of variances in stock-based personnel costs driven by changes in the market price of CVR Energy’s common shares.

Renewables Segment

The Renewables Segment utilizes certain inputs within its refining operations. These inputs include corn oil, soybean oil, and other vegetable oils (these are also known as “throughputs”).

Renewables Throughput and Production Data

(in gallons per day)

Year Ended December 31,

Throughput Data

2025

2024

2023

Corn oil

5,153

53,984

53,661

Soybean oil

158,741

96,732

172,297

Production Data

Renewable diesel

151,921

134,399

200,015

Renewable utilization (1)

65.0 

%

59.8 

%

89.7 

%

Renewable diesel yield (as % of corn and soybean oil throughput)

92.7 

%

89.2 

%

88.5 

%

(1)Total corn and soybean oil throughput divided by total renewable throughput capacity of 252,000 gallons per day.

Market Indicators

Chicago Board of Trade (“CBOT”) soybean oil is an industry wide benchmark that is utilized in the pricing of renewable fuel feedstocks. The pricing differences between CBOT soybean oil and other renewable feedstocks such as distiller’s corn oil, used cooking oil and animal fats is typically driven by the carbon intensity (“CI”) score related to each feedstock along, with overall supply and demand in the market for various feedstocks. 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.

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.

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. 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.

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Average monthly prices for RINs increased 71% during 2025 compared to 2024, while LCFS credit prices decreased 6% during 2025 compared to 2024.

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.

(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.

(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).

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Renewables Segment Financial Highlights

Year Ended December 31,

(in millions, except throughput data)

2025

2024

2023

Net sales

$

312 

$

289 

$

559 

Operating loss

(137)

(22)

(37)

Net loss

(137)

(21)

(36)

EBITDA (1)

(22)

3 

(17)

Renewables margin (1)

$

24 

$

44 

$

22 

Direct operating expenses (2)

30 

31 

28 

Depreciation and amortization expense

115 

25 

20 

Selling, general and administrative expenses (2)

12 

10 

11 

$ (per vegetable oil throughput gallon):

Renewables margin (1)

$

0.40 

$

0.80 

$

0.27 

Direct operating expenses (1) (2)

0.50 

0.58 

0.35 

(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

(2)Exclusive of depreciation and amortization expense.

Overview - For the year ended December 31, 2025, the Renewables Segment’s operating loss and net loss decreased $115 million and $116 million, respectively, compared to the year ended December 31, 2024. These decreases were primarily due to accelerated depreciation on the pre-treatment unit as a result of the decision to revert the RDU back to hydrocarbon processing service.

Net Sales - The $23 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was due to increased biodiesel RIN prices combined with increased production and sales volumes, partially offset by the expiration of the BTC.

Renewables Margin - The $20 million decrease for the year ended December 31, 2025 as compared to December 31, 2024 was impacted primarily by the following:

•A deterioration in the HOBO spread of $0.42 per gallon driven by an increase in soybean oil prices combined with a decrease in ULSD prices;

•A decrease in the LCFS diesel compliance standard beginning July 1, 2025, resulting in lower generation of LCFS credits; and

•A decrease in revenue in 2025 resulting from the expiration of the BTC on December 31, 2024.

Factors partially offsetting the above decreases were:

•An increase in D4 RINs prices;

•Increased production and sales volumes as a result of increased throughput in the current year due to the Wynnewood Fire in the prior year; and

•An increase in renewable diesel yield due to improved catalyst performance in the current year.

The $(0.40) decrease in renewables margin per vegetable oil throughput gallon for the year ended December 31, 2025 as compared to December 31, 2024 was primarily attributable to the decrease in renewables margin discussed above, partially offset by higher vegetable oil throughput in the current period primarily as a result of the Wynnewood Fire in the prior period.

Direct Operating Expenses (Exclusive of Depreciation and Amortization) - The $1 million decrease for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to lower costs for insurance and chemicals used in the production process, partially offset by higher personnel costs and higher utilities as a result of increased natural gas and electricity prices. On a vegetable oil throughput gallon basis, the $(0.08) decrease was the result of the decreased expense in 2025, combined with the increase in total vegetable oil throughput in 2025 compared to 2024.

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Depreciation and Amortization - The $90 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to accelerated depreciation in 2025 resulting from the remaining useful lives of certain assets within the Renewables Segment being adjusted due to the reversion of the RDU at the Wynnewood Refinery back to hydrocarbon processing service.

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. Utilization is presented solely on ammonia production, rather than on each nitrogen product, as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products. With production primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how we operate. Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. The table below presents these 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.

Sales and Pricing per Ton - Two of the Nitrogen Fertilizer Segment’s key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate. Product pricing at the gate represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.

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. Total product sales variance was favorable, driven by sales price increases of 22% for ammonia and 27% for UAN during the year. Ammonia and UAN sales price variances were favorable primarily due to improved market conditions, primarily driven by tight inventory levels. These

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inventory constraints resulted from increased demand arising from higher planting acreage of corn in 2025 and increased soybean yields, as well as domestic and international production outages that reduced global supply of nitrogen fertilizers. Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.

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. 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. The cost of fuel natural gas is included in Direct operating expenses (exclusive of depreciation and amortization).

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.

Corn and soybeans are two major crops planted by farmers in North America. Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle. Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”. As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle. Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle as shown by the chart presented below.

The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres. Additionally, an estimated 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. 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. 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.

The USDA data estimates that in spring 2025 farmers planted 9% more corn acres and 7% less soybean acres compared to 2024. The combined corn and soybean planted acres of 180 million in 2025 was slightly higher than the acreage planted in 2024. Due to lower input costs in 2025 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2025. Inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2026.

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.

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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.

We believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026. Pet coke prices are expected to continue to fall into 2026 due to the decline in oil prices seen since 2024.

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.

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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.

Nitrogen Fertilizer Segment Financial Highlights

Year Ended December 31,

(in millions)

2025

2024

2023

Net sales

$

606 

$

525 

$

681 

Operating income

129 

90 

201 

Net income

99 

61 

172 

EBITDA (1)

211 

179 

281 

Cost of materials and other

$

107 

$

104 

$

134 

Direct operating expenses (2)

254 

214 

235 

Depreciation and amortization

82 

88 

80 

Selling, general, and administrative expenses (2)

33 

28 

30 

(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

(2)Exclusive of depreciation and amortization expense.

Overview - For the year ended December 31, 2025, the Nitrogen Fertilizer Segment’s operating income and net income increased $39 million and $38 million, respectively, compared to the year ended December 31, 2024 primarily due to increased product sales and lower pet coke feedstock costs, partially offset by unfavorable sales volumes driven by the 2025 Fertilizer Turnaround and the 2025 Outages, higher natural gas and ammonia feedstock costs, increased expenses associated with the 2025 Fertilizer Turnaround, higher personnel costs, and unfavorable utility costs due to higher natural gas and electricity prices.

Net Sales - The $81 million increase for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to favorable UAN and ammonia pricing which increased revenues by $105 million partially offset by reduced sales volumes which decreased revenues by $29 million.

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The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the year ended December 31, 2025 compared to December 31, 2024:

(in millions)

Price

 Variance

Volume

 Variance

UAN

$

79 

$

(17)

Ammonia

26 

(12)

Ammonia and UAN sales price variances were favorable primarily due to aforementioned improved pricing and inventory conditions within the Sales Volume and Pricing per Ton discussion above.

Cost of Materials and Other - The $3 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was driven primarily by higher natural gas feedstock costs as a result of higher natural gas prices combined with increased ammonia feedstock costs, partially offset by lower pet coke feedstock costs primarily as a result of the 2025 Fertilizer Turnaround and subsequent downtime due to three weeks of startup issues at the third-party air separation plant at the Coffeyville Fertilizer Facility during the fourth quarter of 2025.

Direct Operating Expenses (exclusive of depreciation and amortization) - The $40 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to increased expenses associated with the 2025 Fertilizer Turnaround and, to a lesser extent, due to higher personnel costs, increased utility costs, and unfavorable inventory impacts in the current period.

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”). 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.

Petroleum EBITDA, Renewables EBITDA, and Nitrogen Fertilizer EBITDA - Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.

Refining Margin - The difference between our Petroleum Segment net sales and cost of materials and other.

Refining Margin per Throughput Barrel - Refining Margin divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.

Direct Operating Expenses per Throughput Barrel - Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.

Renewables Margin - The difference between our Renewables Segment net sales and cost of materials and other.

Renewables Margin per Vegetable Oil Throughput Gallon - Renewables Margin divided by the total vegetable oil throughput gallons for the period, which is calculated as total vegetable oil throughput gallons per day times the number of days in the period.

Direct Operating Expenses per Vegetable Oil Throughput Gallon - Direct operating expenses for our Renewables Segment divided by total vegetable oil throughput gallons for the period, which is calculated as total vegetable oil throughput gallons per day times the number of days in the period.

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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.

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. 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. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

Factors Affecting Comparability of Our Financial Results

Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future for the reasons discussed below.

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.

Renewable Fuel Standard - Based on the August 2025 SRE Decisions, Wynnewood Refining Company, LLC’s (“WRC”) obligations for the 2020 through 2024 compliance periods were reduced by more than 424 million RINs, resulting in an RVO adjustment and a gain of $488 million to reflect the SRE waivers. Refer to Part II, Item 8, Note 14 (“Commitments and Contingencies”) of this Report for further discussion.

Renewables Segment

The remaining useful lives of certain assets within the Renewables Segment were adjusted as a result of changes in their expected utilization beginning in September 2025, which resulted in additional depreciation expense of $93 million during the year ended December 31, 2025.

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.

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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. Refer to Part II, Item 8, Note 14 (“Commitments and Contingencies”) of this Report for further discussion.

(2)The Petroleum Segment’s basis for determining inventory value under GAAP is FIFO. Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. 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.

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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. Changes in renewable diesel and renewable feedstock prices can cause fluctuations in the inventory valuation of renewable diesel, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when renewable diesel prices increase and an unfavorable inventory valuation impact when renewable diesel prices decrease. 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 $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. No adjustment was necessary for any other period in 2025, 2024, or 2023.

(3)Consists of asset write-downs associated with the reversion of the RDU in December 2025.

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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. Certain external factors, such as volatile commodity prices, industry utilization rates, and market inventory supply, have adversely impacted our businesses, particularly within our Petroleum segment.

During 2025, the Company successfully completed a major turnaround at the Coffeyville Refinery in April, at a cost of $210 million, and made prepayments towards the Term Loan each quarter, beginning in the second quarter, totaling $165 million. These events reflect the Company’s continued focus on financial discipline and maintaining adequate capital to support safe and reliable operations throughout an environment of volatility and uncertainty. 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.

Furthermore, in the third quarter of 2025, WRC’s obligations for the 2020 through 2024 compliance periods were reduced by more than 424 million RINs, representing approximately $488 million, as a result of the August 2025 SRE Decisions. Despite this favorable precedent, the Company continues to accrue WRC’s 2025 RFS obligation at 100% of the required amount as no waiver has yet been granted for the 2025 compliance year. The Company currently estimates that WRC’s 2025

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obligation will represent approximately 120 million RINs as of the end of the current fiscal year absent a waiver. No assurance can be given regarding the outcome or timing of the EPA’s decision.

While we believe that cash generated from operations, combined with existing cash and cash equivalents and access to available lines of credit, will be sufficient to meet anticipated cash requirements for our existing operations for the next 12 months, future expenditures—including those related to turnarounds, capital projects, RFS obligations and other operational needs—may exceed current expectations. Our ability to generate sufficient cash from operations, monetize non-core assets, access capital markets, or incur additional debt is subject to these risks and uncertainties, as well as those discussed elsewhere in this Report. Our future liquidity also depends on our operational performance, which is influenced by a range of factors—economic, political, financial, and competitive—many of which are beyond our control. Furthermore, shifts in demand and tightening credit market conditions could impact our financial stability.

Subject to business needs, contractual limitations, and market conditions, we may pursue financing strategies such as issuing equity or debt securities, incurring additional borrowings, or refinancing existing debt through various means, including open market repurchases, redemptions, exchanges, tender offers or privately negotiated transactions. There can be no assurance that any will be undertaken or, if pursued, completed on favorable terms. We closely monitor the amounts and timing of our sources and uses of funds and the availability of borrowings, if any, under CVR Energy’s Amended and Restated ABL Credit Agreement (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.

On February 12, 2026, CVR Energy completed the issuance of $600 million in aggregate principal amount of 7.500% Senior Notes due 2031 (the “2031 Notes”) and $400 million in aggregate principal amount of 7.875% Senior Notes due 2034 (together with the 2031 Notes, the “Notes”). The net proceeds from the Notes were used to repay all of the aggregate principal balance under the Term Loan, redeem all of the outstanding 8.50% Senior Notes due 2029 (the “2029 Notes”), and redeem $217 million aggregate principal amount of the outstanding 5.75% Senior Notes due 2028 (the “2028 Notes”).

Also, on February 12, 2026, certain subsidiaries of CVR Energy entered into Amendment No. 5 to the CVR Energy ABL (as defined below) (the “CVR Energy ABL Amendment”) with a group of lenders and Wells Fargo Bank, National Association (the “Agent”), as administrative agent, and collateral agent. The CVR Energy ABL Amendment amended that certain Amended and Restated ABL Credit Agreement, dated December 20, 2012 (as amended, the “CVR Energy ABL”), to, among other things, (i) increase the aggregate principal amount available under the CVR Energy ABL by an additional $205 million, and (ii) extend the maturity date of the facility from June 2027 to February 2031. Refer to Part II, Item 8, Note 8 (“Long-Term Debt and Finance Lease Obligations”) of this Report for further discussion of the above mentioned items.

The Company and its subsidiaries were in compliance with applicable financial covenants under their respective debt instruments as of December 31, 2025 and through the date of filing of this Report, as applicable.

Cash Balances and Other Liquidity

As of December 31, 2025, we had total liquidity of approximately $807 million, which consists of $511 million of consolidated cash and cash equivalents, $248 million available under the CVR Energy ABL, and $48 million available under CVR Partners’ Credit Agreement (as amended, the “CVR Partners ABL”). As of December 31, 2024, we had total liquidity of approximately $1.3 billion, consisting of $987 million in cash and cash equivalents, $238 million available under the CVR Energy ABL, and $39 million available under the CVR Partners ABL.

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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.

Capital Spending

We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects necessary to maintain safe and reliable operations, including those required to comply with environmental, health, and safety regulations. Growth capital projects generally support the expansion of existing capacity, improvements in reliability, and reductions in direct operating expenses. We undertake growth projects selectively, based on strategic priorities and expected returns, and may adjust the timing or scope of such investments in response to market conditions or operational needs.

Our total capital expenditures for the year ended December 31, 2025, along with our estimated expenditures for 2026, by segment, are as follows:

2025 Actual

2026 Estimate

Maintenance

Growth

Total

Maintenance

Growth

Total

(in millions)

Low

High

Low

High

Low

High

Petroleum

$

96 

$

39 

$

135 

$

80 

$

90 

$

50 

$

55 

$

130 

$

145 

Renewables

3 

1 

4 

— 

— 

— 

— 

— 

— 

Nitrogen Fertilizer

35 

22 

57 

35 

45 

25 

30 

60 

75 

Other

— 

1 

1 

10 

15 

— 

5 

10 

20 

Total

$

134 

$

63 

$

197 

$

125 

$

150 

$

75 

$

90 

$

200 

$

240 

Our estimated capital expenditures are subject to change based on changes in project cost, scope, and timing. For example, fluctuations in labor and equipment costs—particularly those related to complying with government regulations or initiatives aimed at sustaining or enhancing facility profitability. Capital spending decisions for CVR Partners are determined by the UAN GP Board. We continue to actively monitor market conditions and will adjust capital and turnaround plans as necessary to align with evolving business needs and external factors. Capital expenditures may be accelerated or deferred from time to time based on these assessments. As described above, volatile commodity pricing, elevated industry utilization, and market oversupply have negatively impacted our business and reduced cash flow from operating activities. In response, in October 2024, the Board

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elected to suspend cash dividend payments, defer new growth capital investments, and reduce certain planned capital expenditures, as further detailed under “Liquidity and Capital Resources”.

The Petroleum Segment’s planned turnaround at the Coffeyville Refinery was completed in late April 2025 and the next planned turnaround is currently scheduled to take place during 2027 at the Wynnewood Refinery. Capitalized turnaround expenditures for the Petroleum Segment totaled $190 million, $58 million, and $60 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The Nitrogen Fertilizer Segment’s planned turnaround at the Coffeyville Fertilizer Facility commenced in early October 2025 and was completed in November 2025. The next scheduled turnaround is currently expected to commence in August 2026 at the East Dubuque Fertilizer Facility at an estimated cost of $30 million. The Nitrogen Fertilizer Segment incurred turnaround expenses of $17 million, less than $1 million, and $2 million during the years ended December 31, 2025, 2024, and 2023, respectively. Turnaround costs in the Nitrogen Fertilizer Segment are not capitalized, but instead are expensed as incurred within Direct operating expenses (exclusive of depreciation and amortization), and are expected to be funded through cash reserves taken preceding the turnaround.

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.

(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.

(4)Other long-term liabilities include obligations related to environmental liabilities. Environmental liabilities represents our estimated payments required by federal and/or state environmental agencies. See Part I, Item 1, “Environmental Matters”.

(5)Consists primarily of purchase obligations for pipeline storage and capacity, the supply of pet coke, oxygen, nitrogen, and other feedstocks, and water and utilities usage.

(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. 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. The following table presents quarterly and special dividends

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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.

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. This includes the definition of available cash and any related reserves, which may be adjusted based on the UAN GP Board’s judgment and prevailing business concerns. The following table presents quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company and IEP, during 2025, 2024, and 2023 (amounts presented in the table below may not add to totals presented due to rounding):

Year Ended December 31,

(in millions, except per unit data)

2025

2024

2023

Public unitholders

$

77 

$

45 

$

178 

IEP

3 

— 

— 

CVR Energy

46 

26 

104 

Total distributions paid

$

126 

$

71 

$

281 

Distributions per common unit (1)

$

11.92 

$

6.69 

$

26.62 

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

For the fourth quarter of 2025, upon approval by the UAN GP Board on February 18, 2026, CVR Partners declared a distribution of $0.37 per common unit, or $4 million, which is payable March 9, 2026 to unitholders of record as of March 2, 2026. Of this amount, CVR Energy and IEP will receive approximately $1 million and less than $1 million, with the remaining amount payable to public unitholders.

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 

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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. Additionally, the change was also driven by lower income in 2025 compared to 2024 after considering non-cash adjustments, including accelerated depreciation resulting from the RDU reversion at the Wynnewood Refinery.

Investing Activities

The change in net cash used in investing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to an increase in turnaround expenditures of $144 million for the 2025 Refinery Turnaround compared to the 2024 Turnaround and a decrease in proceeds received from the sale of assets in 2025 as a result of the Midway JV sale in 2024.

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. This was partially offset by principal payments on the Term Loan of $168 million during 2025 and an increase in distributions paid to CVR Partners’ noncontrolling interest holders of $36 million during 2025 compared to 2024.

Recent Accounting Pronouncements

Refer to Part II, Item 8, Note 2 (“Summary of Significant Accounting Policies”) of this Report for a discussion of recent accounting pronouncements applicable to the Company.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP requiring management to make judgments, assumptions, and estimates based on the best available information at the time. Accounting estimates are considered to be critical if (1) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and (2) the impact of the estimates and assumptions on financial condition or operating performance is material. 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. If the sum of the undiscounted expected future cash flows of an asset group is less than the carrying value, including applicable liabilities, the carrying value may be written down to its estimated fair value. Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets. In addition, when preparing the expected future cash flows or estimating the fair value of impaired assets, we make several estimates that include subjective assumptions related to future sales volumes, commodity prices, operating costs, discount rates, and capital expenditures, among others.