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As used in this Annual Report on Form 10-K, the terms “CVR Energy”, the “Company”, “we”, “us”, or “our” generally include the Company’s subsidiaries, including CVR Partners and its subsidiaries, as consolidated subsidiaries of the Company, unless otherwise noted or implied.
−Removed: Effective with this Report and due to the prominence of the renewables business relative to the Company’s overall 2024 performance, the Company has revised its reportable segments to reflect a new reportable segment – Renewables.
−Removed: The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery located in Wynnewood, Oklahoma.
−Removed: Results of the Renewables Segment were not previously allocated or aggregated to our reportable segments, but were reflected in our consolidated results of operations.
−Removed: As a result, as of December 31, 2024, we had three reportable segments as follows:
+Added: As of December 31, 2025, we had three reportable segments as follows:
• Petroleum Segment includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates.
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• Nitrogen Fertilizer Segment includes the production and distribution of nitrogen fertilizer products, primarily in the form of ammonia and urea ammonium nitrate (“UAN”), for the farming industry.
+Added: In December 2025, the Company reverted the renewable diesel unit (“RDU”) at the Wynnewood Refinery (defined below) 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.
+Added: While the Company maintains the option to switch back to renewable diesel service if incentivized to do so, this reversion is expected to result in changes to the Company’s reportable segments in 2026, subject to completion of financial reporting assessments.
+Added: As of December 31, 2025, no changes have been made to the Company’s reportable segments, and there were no impacts on the segment results presented as of and for the year ended December 31, 2025.
Refer to “Petroleum”, “Renewables”, and “Nitrogen Fertilizer” below and Part II, Item 8, Note 15 (“Business Segments”) for further details on our reportable segments.
−Removed: Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI”, and CVR Partners’ common units are listed on the NYSE under the symbol “UAN”.
+Added: In October 2007, our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “CVI”, and in April 2011, CVR Partners’ common units began trading on the NYSE under the symbol “UAN”.
As of December 31, 2025, Icahn Enterprises L.P.
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public common unitholders and IEP held the remaining approximately 60% and 3% of the outstanding common units of CVR Partners, respectively.
−Removed: On January 8, 2025, IEP acquired via cash tender offer a total of 878,212 additional shares at a price of $18.25 per share, increasing its ownership percentage of CVR Energy’s outstanding common stock to approximately 67%.
−Removed: The following graphic depicts the Company’s history and key events that have occurred since the Company’s formation.
−Removed: December 31, 2024 | 10
Our Petroleum Segment is composed of the assets and operations of two refineries located in Coffeyville, Kansas and Wynnewood, Oklahoma and supporting crude gathering and logistics assets in the region.
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The major operations of the Coffeyville Refinery include fractionation, catalytic cracking, hydrotreating, reforming, coking, isomerization, alkylation, sulfur recovery, and propane and butane recovery operating units.
−Removed: The Coffeyville Refinery benefits from significant refining unit redundancies, which include two crude oil distillation units, two vacuum towers, two sulfur recovery units, and five hydrotreating units.
−Removed: These redundancies allow the Coffeyville Refinery to continue to receive and process crude oil even if one tower requires maintenance without having to shut down the entire refinery.
−Removed: Coffeyville Refinery Throughput Coffeyville Refinery Production
−Removed: Wynnewood Refinery - Various of our subsidiaries own or operate, as applicable, a complex crude oil refinery in Wynnewood, Oklahoma, approximately 65 miles south of Oklahoma City, Oklahoma and approximately 130 miles from Cushing (the “Wynnewood Refinery” and together with the Coffeyville Refinery, the “Refineries”).
−Removed: The Wynnewood Refinery has a name plate crude oil capacity of 74,500 bpd with major operations including fractionation, fluid catalytic cracking, hydrotreating, reforming, alkylation, sulfur recovery, and propane and butane recovery.
−Removed: Similar to the Coffeyville Refinery, the Wynnewood
−Removed: December 31, 2024 | 11
−Removed: Refinery benefits from unit redundancies, including two crude oil distillation units and two vacuum towers as well as four hydrotreating units.
−Removed: Wynnewood Refinery Throughput Wynnewood Refinery Production
+Added: The Coffeyville Refinery’s significant refining unit redundancies, including two crude oil distillation
December 31, 2025 | 10
+Added: units, two vacuum towers, two sulfur recovery units, and five hydrotreating units, enable it to continue receiving and processing crude oil even when a tower is down for maintenance, avoiding a full-refinery shutdown.
+Added: Coffeyville Refinery Throughput and Production
+Added: Year Ended December 31,
+Added: (in bpd) 2025 2024 2023
+Added: Total crude throughput 98,757 123,769 123,024
+Added: All other feedstock and blendstock 9,594 12,511 13,490
+Added: Total Coffeyville throughput 108,351 136,280 136,514
+Added: Gasoline 53,238 69,771 69,847
+Added: Distillate 47,983 56,690 57,888
+Added: Other refined products 7,563 9,887 8,511
+Added: Total Coffeyville production 108,784 136,348 136,246
+Added: Wynnewood Refinery - Since December 2011, various of our subsidiaries own or operate, as applicable, a complex crude oil refinery in Wynnewood, Oklahoma, approximately 65 miles south of Oklahoma City, Oklahoma and approximately 130 miles from Cushing (the “Wynnewood Refinery” and together with the Coffeyville Refinery, the “Refineries”).
+Added: The Wynnewood Refinery has a name plate crude oil capacity of 74,500 bpd with major operations including fractionation, fluid catalytic cracking, hydrotreating, hydrocracking, reforming, alkylation, sulfur recovery, and propane and butane recovery.
+Added: Similar to the Coffeyville Refinery, the Wynnewood Refinery benefits from unit redundancies, including two crude oil distillation units, two vacuum towers, and four hydrotreating units.
+Added: Wynnewood Refinery Throughput and Production
+Added: Year Ended December 31,
+Added: (in bpd) 2025 2024 2023
+Added: Total crude throughput 68,186 56,330 68,240
+Added: All other feedstock and blendstock 5,451 3,668 3,465
+Added: Total Wynnewood throughput 73,637 59,998 71,705
+Added: Gasoline 38,294 33,106 38,843
+Added: Distillate 24,994 20,917 24,978
+Added: Other refined products 7,418 4,560 6,892
+Added: Total Wynnewood production 70,706 58,583 70,713
The Coffeyville Refinery has the capability to process a variety of crude oils ranging from heavy sour to light sweet crude oil.
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Isobutane, gasoline components, and normal butane blendstocks are also typically used.
+Added: December 31, 2025 | 11
In addition to the use of third-party pipelines, we have an extensive gathering system consisting of logistics assets that are owned, leased, or part of a joint venture operation.
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Velma to Maysville 6” & 8” 29 13,000
−Removed: Plainville to Natoma 6” 11 7,000
Shidler to Hooser 4” 23 7,000
−Removed: Phillipsburg to Plainville 6” 36 8,000
Enville to Wynnewood 4” & 6” 74 6,000
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Humboldt to Broome 8” 63 6,000
−Removed: (1) Through our subsidiaries, we own a 40% interest in Enable JV.
−Removed: While we have the ability to exercise influence through our participation on the board of directors of Enable JV, we do not serve as the day-to-day operator.
+Added: (1) We own a 40% interest in Enable JV and, while we have the ability to exercise influence through our participation on the board of directors of Enable JV, we do not serve as the day-to-day operator.
We have determined that this entity should not be consolidated and is accounted for under the equity method.
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(2) In support of our Coffeyville Refinery, we operate a tank storage facility in close proximity to the Coffeyville Refinery (the “East Tank Farm”).
−Removed: (3) On December 23, 2024, a subsidiary of the Company sold the 50% limited liability company interest (the “Membership Interests”) it owned in Midway Pipeline LLC (“Midway”) to Plains Pipeline, L.P.
−Removed: (“Plains”) pursuant to an Assignment and Assumption of Units in exchange for cash consideration of approximately $90 million.
−Removed: Midway operates a crude oil pipeline that connects the Broome Station facility to Cushing, Oklahoma (the “Midway Pipeline”).
−Removed: Refer to Part II, Item 8, Note 5 (“Equity Method Investments”) and Note 6 (“Leases”) for further details.
−Removed: For the acquisition of crude oil within close proximity of the Refineries, we operate a fleet of 116 trucks as of December 31, 2024 and have contracts with third-party trucking fleets to acquire and deliver crude oil to our pipeline systems
−Removed: December 31, 2024 | 13
−Removed: or directly to the Refineries for consumption.
+Added: For the acquisition of crude oil within close proximity of the Refineries, we operate a fleet of trucks and have contracts with third-party trucking fleets to acquire and deliver crude oil to our pipeline systems or directly to the Refineries primarily for consumption.
For the year ended December 31, 2025, the gathering system, which includes the pipelines outlined above and our trucking operations, supplied approximately 67% and 94% of the Coffeyville and Wynnewood Refineries’ crude oil demand, respectively.
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However, sometimes slightly heavier and more sour crude oils may offer improved economics to the Refineries, notwithstanding the higher transportation costs.
−Removed: The regionally-sourced crude oils we purchase are light and sweet enough to allow the Refineries to blend higher percentages of lower cost crude oils, such as heavy Canadian sour, to optimize economics within operational constraints.
+Added: The regionally-sourced crude oils we purchase have been light and sweet enough to allow the Refineries to blend higher percentages of lower cost crude oils, such as heavy Canadian sour, to optimize economics within operational constraints.
Crude oils sourced outside of our gathering system are delivered to Cushing by various third-party pipelines, including the Keystone and Spearhead pipelines, on which we can be subject to proration, and subsequently to the Broome Station facility via the Midway Pipeline.
From the Broome Station facility, crude oil is delivered to the Coffeyville Refinery via the Petroleum Segment’s 170,000 bpd pipeline system.
−Removed: Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks at terminals located within or near the refinery.
+Added: Crude oils are delivered to the Wynnewood Refinery through third-party and joint venture pipelines and received into storage tanks located within or near the refinery.
We also lease tank storage totaling 2.2 million barrels, including 2.0 million barrels at Cushing.
+Added: December 31, 2025 | 12
The Coffeyville Refinery is connected to the mid-continent natural gas liquid commercial hub at Conway, Kansas by the inbound Enterprise Pipeline Blue Line, through which natural gas liquid blendstocks, such as butanes and natural gasoline, are sourced and delivered directly into the refinery.
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Marketing and Distribution
−Removed: Products produced at our Coffeyville Refinery are generally sold in the central mid-continent area through rack marketing, which is the supply of product through tanker trucks and railcars directly to customers located in close geographic proximity to
−Removed: December 31, 2024 | 14
−Removed: the refinery and to customers at terminals on third-party refined products distribution systems;
+Added: Products produced at our Coffeyville Refinery are generally sold in the central mid-continent area through rack marketing, which is the supply of product through tanker trucks and railcars directly to customers located in close geographic proximity to the refinery and to customers at terminals on third-party refined products distribution systems;
and bulk sales into the mid-continent markets and other destinations utilizing third-party product pipeline networks.
−Removed: Products produced at our Wynnewood Refinery are generally shipped via pipeline, railcar, and truck, focusing its efforts in Oklahoma and parts of Arkansas, as well as eastern Missouri.
+Added: Products produced at our Wynnewood Refinery are generally shipped via pipeline, railcar, and truck, primarily to Oklahoma and parts of Arkansas, as well as eastern Missouri.
The pipeline system connected to our Wynnewood Refinery is capable of multi-directional flow, providing access to Texas as well as adjoining states with pipeline connections.
−Removed: Jet fuel produced at the Wynnewood Refinery is sold to the U.S.
−Removed: Department of Defense via the segregated truck rack at the Wynnewood Refinery.
Customers for the petroleum products produced at the Refineries primarily include retailers, railroads, farm cooperatives, and other refiners/marketers in Group 3 of the PADD II region because of their relative proximity to the Refineries and pipeline access.
We typically sell bulk products to long-standing customers at spot market prices based on a Group 3 basis differential to prices quoted on the New York Mercantile Exchange (“NYMEX”) subject to other terms or adjustments, which are reported by industry market-related indices such as Platts and Oil Price Information Service.
+Added: December 31, 2025 | 13
Rack sales occur at posted prices, which are impacted by the competitive dynamics in Group 3 of the PADD II region, among other factors.
In addition, we sell hydrogen and by-products of our refining operations in Coffeyville, Kansas, such as pet coke, to an affiliate, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), which is an indirect, wholly owned subsidiary of CVR Partners.
−Removed: The Petroleum Segment’s top customer represented 13% of its net sales for the year ended December 31, 2024, and its top two customers represented 27% and 25% of its net sales for the years ended December 31, 2023 and 2022, respectively.
+Added: The Petroleum Segment’s top customer represented 12% and 13% of its net sales for the years ended December 31, 2025 and 2024, respectively, and its top two customers represented 27% of its net sales for the year ended December 31, 2023.
Our Petroleum Segment competes primarily on the basis of price, reliability of supply, availability of multiple grades of products, and location.
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In addition, unseasonably cool weather in the summer months and/or unseasonably warm weather in the winter months in the markets in which we sell petroleum products can impact the demand for gasoline and diesel fuel.
−Removed: Our Renewables Segment is composed of the renewable diesel unit (“RDU”) and renewable feedstock pretreater (“PTU”) at the Wynnewood Refinery (collectively, the “Wynnewood Renewable Facility”).
−Removed: In April 2022, we completed a project at our Wynnewood Refinery that converted the refinery’s hydrocracker to a RDU capable of producing approximately 80 million gallons of renewable diesel per year, which we have revised down due to current catalyst limitations.
−Removed: The Wynnewood Renewable Facility has a name plate capacity of 252,000 gallons per day (“gpd”)
+Added: Prior to the reversion of the RDU back to hydrocarbon processing service in December 2025, our Renewables Segment was composed of the RDU and renewable feedstock pretreater (“PTU”) at the Wynnewood Refinery (collectively, the “Wynnewood Renewable Facility”).
+Added: In April 2022, we completed a project at our Wynnewood Refinery that converted the refinery’s hydrocracker to a RDU capable of producing approximately 80 million gallons of renewable diesel per year.
+Added: The produced renewable diesel generated federal renewable identification numbers (“RINs”), which were sold to our Petroleum Segment to help meet its RFS compliance obligations, as discussed in “ Environmental Matters - Renewable Fuel Standard ”.
+Added: Further, as a low-carbon fuel, renewable diesel produced at the Wynnewood Renewable Facility generated LCFS credits for our customers who transported such product to states with low carbon fuel programs, primarily to California.
+Added: Renewables Throughput and Production Year Ended December 31,
+Added: (in gallons per day) 2025 2024 2023
+Added: Throughput Data
+Added: Corn Oil 5,153 53,984 53,661
+Added: Soybean Oil 158,741 96,732 172,297
+Added: Production Data
+Added: Renewable diesel 151,921 134,399 200,015
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−Removed: and is capable of being returned to hydrocarbon service primarily through a catalyst change.
−Removed: The produced renewable diesel currently generates federal renewable identification numbers (“RINs”), which are sold to our Petroleum Segment to help meet its RFS compliance obligations, as discussed in “ Environmental Matters - Renewable Fuel Standard ”.
−Removed: Further, as a low-carbon fuel, renewable diesel produced at the Wynnewood Renewable Facility generates LCFS credits for our customers who transport such product to states with low carbon fuel programs, primarily to California.
−Removed: In the fourth quarter of 2023, the PTU project at the Wynnewood Refinery was mechanically complete and became operational during the first quarter of 2024.
−Removed: The PTU is intended to lower our feedstock costs by processing a wider variety of feedstocks.
−Removed: This flexibility results in more economic purchasing of feedstocks.
−Removed: Wynnewood Renewable Facility Throughput Wynnewood Renewable Facility Production
−Removed: All feedstock required for renewable diesel production is purchased in connection with a third-party supply agreement under which the third-party is responsible for the procurement and delivery of feedstock to the Wynnewood Renewable Facility.
−Removed: Its strategic and central position in an agriculturally rich region, coupled with an extensive network of transportation infrastructure, offers ease of access to a wide range of renewable feedstocks.
+Added: All feedstock required for renewable diesel production was purchased in connection with a third-party supply agreement under which the third-party was responsible for the procurement and delivery of feedstock to the Wynnewood Renewable Facility.
+Added: Its strategic and central position in an agriculturally rich region, coupled with an extensive network of transportation infrastructure, offered ease of access to a wide range of renewable feedstocks.
Marketing and Distribution
−Removed: The products produced at the Wynnewood Renewable Facility are generally sold through two third-party offtake agreements.
−Removed: Under these agreements, the third parties have agreed to purchase substantially all of our renewable diesel produced, which is delivered primarily via railcar.
−Removed: The remaining products produced at the Wynnewood Renewable Facility are sold to and consumed by our Petroleum Segment.
−Removed: We face competition from renewable fuel producers and others that have been offering or might offer products with lower emissions.
+Added: The products produced at the Wynnewood Renewable Facility were generally sold through two third-party offtake agreements.
+Added: Under these agreements, the third parties had agreed to purchase substantially all of our renewable diesel produced, which was delivered primarily via railcar.
+Added: The remaining products produced at the Wynnewood Renewable Facility were sold to and consumed by our Petroleum Segment.
+Added: We faced competition from renewable fuel producers and others that have been offering or might offer products with lower emissions.
In connection with the sourcing of our renewable feedstocks, we face not only competition from consumers in the energy sector, such as renewable fuel producers, but also from non-energy related consumers, such as food producers.
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Governmental Credits
−Removed: Our Renewables Segment is also highly dependent upon government subsidies, such as tax and carbon credits.
−Removed: Prior to the expiration of the Biodiesel Blenders’ Tax Credit (“BTC”) on December 31, 2024, we received a $1-per-gallon tax incentive for renewable diesel mixture produced and sold.
−Removed: The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) created the
−Removed: December 31, 2024 | 16
−Removed: Clean Fuel Production Credit (“PTC”), which provides for a tax credit for domestic production and sale of clean transportation fuels, including renewable diesel beginning in 2025.
−Removed: While formal IRS rule making has not been issued, draft IRS guidance suggests that the value of the PTC for renewable diesel we produce and sell will be significantly lower than the value of the BTC.
−Removed: In January 2025, President Trump signed executive orders that, among other things, paused the disbursement of funds appropriated through the Inflation Reduction Act.
−Removed: Whether or how the Trump Administration or Congress will seek to continue or reverse course on governmental initiatives like these cannot be predicted at this time.
+Added: Profitability in our Renewables Segment was also highly dependent upon government incentives, such as tax and carbon credits.
+Added: Prior to its expiration on December 31, 2024, the Biodiesel Blenders’ Tax Credit (“BTC”) provided a $1-per-gallon tax incentive for renewable diesel mixture produced and sold.
+Added: The Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) established the Clean Fuel Production Credit (“PTC”), which was later modified and extended by the One Big Beautiful Bill Act (the “OBBB”).
+Added: The PTC is intended to provide a tax credit for domestic production and qualifying sale of clean transportation fuels beginning in 2025, although at a value significantly lower than the BTC.
+Added: As the regulations necessary to properly apply the PTC had not been issued, we did not recognize any PTC benefit in 2025.
+Added: On February 4, 2026, the U.S.
+Added: Department of the Treasury and the Internal Revenue Service (“IRS”) published proposed regulations under Section 45Z of the Internal Revenue Code of 1986 governing the PTC which indicate that the Company’s renewable fuel sales would meet the definition of a qualifying sale for purposes of the PTC.
+Added: The proposed regulations are not effective until finalized and may be modified before adoption.
+Added: The Company will continue to monitor developments related to the proposed regulations.
Nitrogen Fertilizer
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East Dubuque Fertilizer Facility - We own and operate a nitrogen fertilizer production facility in East Dubuque, Illinois, that includes a 1,075 ton per day capacity ammonia unit and a 950 ton per day capacity UAN unit (the “East Dubuque Fertilizer Facility”).
−Removed: The East Dubuque Fertilizer Facility has the flexibility to vary its product mix, thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN and nitric acid, depending on market demand, pricing, and storage availability.
+Added: The East Dubuque Fertilizer Facility has the flexibility to vary its product mix, thereby enabling it to upgrade a portion of its ammonia production into varying amounts of UAN and nitric acid, depending on market demand, pricing, and
+Added: December 31, 2025 | 15
+Added: storage availability.
The East Dubuque Fertilizer Facility utilizes natural gas, which is purchased from third parties, to produce hydrogen for use in manufacturing nitrogen fertilizer.
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Nitrogen is the most quickly depleted nutrient and must be replenished every year, whereas phosphate and potassium can be retained in soil for up to three years.
−Removed: Plants require nitrogen in the largest amounts, and it accounts for approximately 58% of primary fertilizer consumption on a nutrient ton basis, per the International Fertilizer Association (“IFA”).
+Added: Plants require nitrogen in the largest amounts, and it accounts for approximately 58% of primary fertilizer consumption on a nutrient ton basis, per the International Fertilizer Association.
The three primary forms of nitrogen fertilizer used in the United States are ammonia, urea, and UAN.
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The selling prices of its products fluctuate in response to global market conditions, feedstock costs, and changes in supply and demand.
−Removed: Because the Nitrogen Fertilizer Segment primarily sells agricultural commodity products, its business is exposed to seasonal fluctuations in demand for nitrogen fertilizer products in the agricultural industry.
−Removed: In addition, the demand for fertilizers is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers who make planting decisions based largely on the prospective profitability of a harvest.
−Removed: The specific varieties and amounts of fertilizer they apply depend on factors like crop prices, farmers’ current liquidity, soil conditions, weather patterns, and the types of crops planted.
+Added: Our Nitrogen Fertilizer Segment experiences seasonal fluctuations as demand for fertilizers is affected by the aggregate crop planting and fertilizer application rate decisions of individual farmers who make such determinations based largely on the prospective profitability of a harvest.
+Added: The specific varieties and amounts of fertilizer farmers apply depend on factors like crop prices, their current liquidity, soil conditions, weather patterns, and the types of crops planted.
The Nitrogen Fertilizer Segment typically experiences higher net sales in the first half of the calendar year, which is referred to as the planting season, and its net sales tend to be lower during the second half of each calendar year, which is referred to as the fill season.
−Removed: December 31, 2024 | 17
Global demand for fertilizers is driven primarily by grain demand and prices, which, in turn, are driven by population growth, farmland per capita, dietary changes in the developing world, and increased consumption of bio-fuels.
−Removed: Global fertilizer use, consisting of nitrogen, phosphate, and potash, is projected to increase by 1% through 2025 to meet global food demand according to a study funded by the Food and Agricultural Organization of the United Nations.
+Added: Global fertilizer use, consisting of nitrogen, phosphate, and potash, is projected to increase by 5% from 2022 through 2026 to meet global demand.
The United States is the world’s largest exporter of coarse grains, accounting for 35% of world exports and 28% of world production for the fiscal year ended December 31, 2025, according to the United States Department of Agriculture (“USDA”).
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Historically, the Coffeyville Fertilizer Facility has obtained the remainder of its pet coke requirements through third-party contracts with delivery provided by truck, railcar, or barge.
+Added: December 31, 2025 | 16
We are generally able to purchase natural gas at competitive prices due to the connection of our East Dubuque Fertilizer Facility to the Northern Natural Gas interstate pipeline system, which is within one mile of the facility, and a third-party owned and operated pipeline.
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Contracts with customers generally contain fixed pricing and have terms of less than one year.
−Removed: The Nitrogen Fertilizer Segment’s top customer represented 14% of its net sales for the year ended December 31, 2024, and its top two customers represented 25% and 30% of its net sales for the years ended December 31, 2023 and 2022, respectively.
−Removed: December 31, 2024 | 18
−Removed: Our Nitrogen Fertilizer Segment produces globally traded commodities and has competitors in every region of the world, with barge and rail distribution fostering healthy competition throughout the United States.
+Added: The Nitrogen Fertilizer Segment’s top two customers represented 28% and 25% of its net sales for the years ended December 31, 2025 and 2023, respectively, and its top customer represented 14% of its net sales for the year ended December 31, 2024.
+Added: Nitrogen fertilizer production is a global market with competitors in every region of the world, with barge and rail distribution fostering healthy competition throughout the United States.
The industry is dominated by price considerations, which are driven by raw material and transportation costs, currency fluctuations, trade barriers, and regulators.
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Environmental Matters
−Removed: Our businesses are subject to extensive and frequently changing federal, state, and local environmental laws, rules, and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, and the storage, handling, use, and transportation of petroleum, renewable and nitrogen fertilizer products, and the characteristics and composition of gasoline, diesel and aviation fuels, renewable fuels, UAN, and ammonia.
+Added: Our businesses are subject to extensive and frequently changing federal, state, and local environmental laws, rules, and regulations governing the emission and release of regulated substances into the environment, the transportation, storage, and disposal of waste, the treatment and discharge of wastewater and stormwater, the storage, handling, use, and transportation of petroleum, renewable and nitrogen fertilizer products, and the characteristics and composition of gasoline, diesel and aviation fuels, renewable fuels, UAN, and ammonia.
These laws and regulations and the enforcement thereof impact our segments and their operations by imposing:
• restrictions on operations or the need to install and operate enhanced or additional control and monitoring equipment;
+Added: December 31, 2025 | 17
• liability for the investigation and remediation of contaminated soil and groundwater at current and former facilities (if any) and for off-site waste disposal locations;
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Failure to comply with these permits, licenses, authorizations, or environmental laws, rules, and regulations could result in fines, penalties, or other sanctions or liabilities or a revocation of our permits, licenses, or authorizations.
−Removed: In addition, the laws, rules, and regulations to which we are subject are often evolving and many of them have or could become more stringent or have or could become subject to more stringent interpretation or enforcement by federal or state agencies or courts.
+Added: In addition, the laws, rules, and regulations to which we are subject are often evolving and many of them have or could become more stringent or subject to more stringent interpretation or enforcement by federal or state agencies or courts, or could be changed in ways adverse to us.
These laws and regulations could result in increased capital, operating, and compliance costs.
−Removed: Recent Greenhouse Gas Footprint Reduction Efforts
−Removed: The Nitrogen Fertilizer Segment has generated carbon offset credits from voluntary nitrous oxide (“N 2 O”) abatement at its Coffeyville Fertilizer Facility since October 2020, with similar N 2 O abatement efforts at its East Dubuque Fertilizer Facility since June 2011.
+Added: Greenhouse Gas Footprint Reduction Efforts
+Added: Since 2020, the Nitrogen Fertilizer Segment has generated carbon offset credits from voluntary nitrous oxide (“N 2 O”) abatement for one nitric acid plant at its Coffeyville Fertilizer Facility, with similar N 2 O abatement efforts at its East Dubuque Fertilizer Facility since June 2011.
From 2021 to 2024, the N 2 O abatement systems at the East Dubuque Fertilizer Facility’s two nitric acid plants and the Coffeyville Fertilizer Facility’s nitric acid plant have abated, on average, the annual release of approximately 268,000 and 316,000 metric tons of carbon dioxide-equivalent (“CO 2 e”), respectively.
+Added: In December 2025, the Coffeyville Fertilizer Facility began operation of its second N 2 O abatement system on the remaining nitric acid plant, enabling the generation of additional carbon offset credits for future years.
CVR Partners’ N 2 O abatement projects are registered with the Climate Action Reserve (the “Reserve”), a carbon offset registry for the North American market.
The Reserve employs standards and an independent third-party verification process to issue its carbon credits, known as Climate Reserve Tonnes.
−Removed: The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the CO 2 as part of its manufacturing process.
−Removed: Certain carbon oxide capture and
−Removed: December 31, 2024 | 19
−Removed: sequestration activities conducted at or in connection with the Coffeyville Fertilizer Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).
−Removed: In January 2023, the Nitrogen Fertilizer Segment entered into a series of agreements with CapturePoint LLC, an unaffiliated third-party (“CapturePoint”), and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030.
−Removed: By combining our nitrous oxide abatement and CO 2 sequestration activities, we reduced our CO 2 e footprint by over 1.3 million metric tons in 2023.
+Added: The Nitrogen Fertilizer Segment also sequesters carbon dioxide that is not utilized for urea production at its Coffeyville Fertilizer Facility by capturing and purifying the carbon oxide as part of its manufacturing process.
+Added: Certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Fertilizer Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).
+Added: In January 2023, the Nitrogen Fertilizer Segment entered into a series of agreements with CapturePoint LLC, an unaffiliated third-party (“CapturePoint”), and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor described in Revenue Procedure 2020-12 for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate until March 31, 2030.
+Added: By combining our nitrous oxide abatement and carbon oxide sequestration activities, we reduced our CO 2 e footprint by over 1.3 million metric tons in 2024.
In addition, our Coffeyville Fertilizer Facility is uniquely qualified to produce hydrogen and ammonia that could be certified ‘blue’ to a market that is increasingly demanding reduced carbon footprints.
1 unchanged sentence
The Federal Clean Air Act (“CAA”)
−Removed: The CAA and its implementing regulations, as well as state laws and regulations governing air emissions, affect our businesses.
+Added: The CAA and its implementing regulations, as well as state laws and regulations governing air emissions, affect our businesses both directly and indirectly.
Direct impacts may occur through the CAA’s permitting requirements and/or emission control and monitoring requirements relating to specific air pollutants, as well as the requirement to maintain a risk management program to help prevent accidental releases of certain regulated substances.
2 unchanged sentences
If new controls or changes to operations are needed, the costs could be material.
+Added: December 31, 2025 | 18
The regulation of air emissions under the CAA requires that we obtain various construction and operating permits and incur capital expenditures for the installation of certain air pollution control devices at our operations.
Various standards and programs specific to our operations have been implemented, such as the National Emission Standard for Hazardous Air Pollutants, the New Source Performance Standards, and the New Source Review.
−Removed: Environmental Protection Agency (“EPA”) regulates greenhouse gas (“GHG”) emissions under the CAA.
−Removed: In October 2009, the EPA finalized a rule requiring certain large emitters of GHGs to inventory and report their GHG emissions to the EPA.
−Removed: In accordance with the rule, our Facilities monitor and report our GHG emissions to the EPA.
−Removed: In May 2010, the EPA finalized the “Greenhouse Gas Tailoring Rule” , which established GHG emissions thresholds that determine when stationary sources, such as the Refineries and the Facilities, must obtain permits under the Prevention of Significant Deterioration (“PSD”) and Title V programs of the CAA.
−Removed: Under the rule, facilities already subject to the PSD and Title V programs that increase their emissions of GHGs by a significant amount are required to undergo PSD review and to evaluate and implement air pollution control technology, known as “best available control technology” , to reduce GHG emissions.
−Removed: On January 20, 2025, under the new Trump Administration the White House issued Executive Order (“EO”) 14154 titled “Unleashing American Energy” that seeks to establish American energy dominance through, among other actions, purported revocation of certain Presidential and regulatory actions, abolishment of certain offices such as the American Climate Corps and the Interagency Working Group on the Social Cost of Greenhouse Gases and other actions including, for example, directives to revise permitting processes, promote domestic mining and energy production and eliminate the "electric vehicle mandate" by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles (“EVs”).
−Removed: Also on January 20, 2025, the White House issued EO 14162, “Putting America First in International Environmental Agreements”, directing the United States’ withdrawal from the Paris Agreement under the United Nations Framework Convention on Climate Change.
−Removed: While we cannot predict exactly how these EOs and their directives will impact our Facilities’ operations, it is possible that they could serve as a catalyst for potential agency action relevant to our business.
−Removed: December 31, 2024 | 20
+Added: On September 12, 2025, the United States Environmental Protection Agency (“EPA”) proposed to permanently remove program obligations for 46 source categories of the Greenhouse Gas (“GHG”) Reporting Program (“GHGRP”) and the proposed rule has not been finalized.
+Added: Under the proposal, our Facilities would no longer report to the EPA under the GHGRP after reporting year 2024.
+Added: In August 2025, the EPA proposed to repeal all GHG emission standards for light-duty, medium-duty, and heavy-duty vehicles and engines.
+Added: These proposals followed the January 20, 2025 White House issued Executive Orders (“EO”) 141154 titled “Unleashing American Energy”, and EO 14162 “Putting America First in International Environmental Agreements” directing the United States to withdraw from the Paris Agreement under the United Nations Framework Convention on Climate Change.
+Added: On February 12, 2026, the EPA announced a final rule to rescind the 2009 GHG Endangerment Finding, the basis for Federal GHG standards for motor vehicles and engines, after concluding it did not have statutory authority to regulate GHG emission under Section 202(a) of the CAA.
+Added: The final rule repeals all GHG emission standards for light-duty, medium-duty, and heavy-duty vehicles and engines proposed in August 2025 for model years 2012 – 2027 and beyond.
+Added: We cannot predict exactly how these EOs, directives and proposed and final regulations will impact our business.
+Added: It is possible there may be impacts on other regulatory areas under the CAA, such as stationary sources, and the final GHG rule may face legal challenges.
Renewable Fuel Standard
Pursuant to the Energy Policy Act of 2005 and Energy Independence and Security Act of 2007, which was intended “to move the United States toward greater energy independence…[and] increase the production of clean renewable fuels,” Congress established the RFS, which requires obligated parties, defined by the EPA as refiners and importers of transportation fuels, to either blend “renewable fuels”, such as ethanol and biofuels, into their transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), in lieu of blending.
−Removed: The RFS established annually increasing volume targets, called Renewable Volume Obligations (“RVOs”), for biomass-based diesel through 2012 and for the remaining three categories of renewable fuel (cellulosic biofuel, advanced biofuel, and total renewable fuel) through 2022.
−Removed: For periods following 2022, the statute directs the EPA to use its “set” authority to determine the RVO based on certain criteria, including the impact of renewable fuels on the environment, energy security, and transportation fuel costs to consumers.
+Added: The RFS established annually increasing volume targets, called Renewable Volume Obligations (“RVOs”), for biomass-based diesel through 2012 and for the remaining three categories of renewable fuel (cellulosic biofuel, advanced biofuel, and renewable fuel) through 2022.
+Added: For periods following 2022, the statute directs the EPA to use its “set” authority to determine the RVO based on certain criteria, including, among other factors, the impact of renewable fuels on the environment, energy security, and transportation fuel costs to consumers.
On June 21, 2023, the EPA announced its final rule establishing applicable renewable volumes and percentage standards for 2023 through 2025.
1 unchanged sentence
In addition, for the first time, the EPA established a cellulosic biofuel standard without utilizing the cellulosic waiver and issuing cellulosic waiver credits.
−Removed: The table below reflects, as of the date hereof, the annual RVO under the RFS for the compliance years 2021 through 2025:
−Removed: 2021 to 2025 Renewable Volume Obligation %
−Removed: 2021 2022 2023 2024 2025
−Removed: D6 - Ethanol 7.89 8.43 8.57 8.71 8.82
−Removed: D4 - Biodiesel 2.30 2.33 2.58 2.82 3.15
−Removed: D3 - Cellulosic 0.32 0.35 0.48 0.63 0.81
−Removed: D5 - Advanced 0.31 0.48 0.33 0.34 0.35
−Removed: Supplemental Standard — 0.14 0.14 — —
−Removed: Total RVO % 10.82 11.73 12.10 12.50 13.13
+Added: In June 2025, the EPA proposed the 2026 and 2027 biomass-based diesel volume at 7.12 and 7.50 billion biomass-based diesel (“D4”) RINs, respectively, which is a significant increase over the 2025 volume of 5.36 billion RINs, while holding the ethanol conventional biofuel volume at 15 billion RINs.
+Added: In July 2025, the EPA’s partial waiver of the 2024 cellulosic biofuel volume requirement was published in the Federal Register, making the 2024 RFS compliance reporting deadline for all obligated parties December 1, 2025.
+Added: In September 2025, the EPA announced a supplemental proposed rule co-proposing additional RVOs representing reallocation of volumes the EPA waived in August 2025 through its grants of certain small refinery exemptions (“SRE”) for the 2023 and 2024 compliance periods, as well as SREs it is projected to grant for 2025, at both 100% and 50% of the waived volumes.
+Added: The comment period for this supplemental proposed rule expired on October 31, 2025, though the EPA has yet to finalize the rule.
+Added: Given that the compliance requirements for 2026 through 2027 remain under regulatory development, revisions to final RVO levels, RIN availability, or compliance mechanisms could materially impact the cost, timing, and feasibility of compliance for the obligated-party subsidiaries.
Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) have been deemed by EPA to be obligated parties under the RFS.
−Removed: The Wynnewood Refinery has qualified, and is currently expected in the future to qualify, as a “small refinery” defined under the RFS as a refinery with an aggregate daily crude oil throughput no greater than 75,000 barrels.
−Removed: WRC may petition for and receive small refinery exemptions (“SREs”) under the RFS should it be able to establish it suffered disproportionate economic hardship, which WRC believes it has already established for the compliance periods 2017 through 2024.
−Removed: Our obligated-party subsidiaries are not able to meet the majority of their annual RVOs through blending, so, unless their RVOs are waived or exempted, they have had to and currently expect to be required in the future to purchase RINs on the open market from third parties, including but not limited to its affiliates who generate RINs through the Wynnewood Renewable Facility.
+Added: WRC has qualified, and is currently expected in the future to qualify, as a “small refinery” defined under the RFS as a refinery with an average aggregate daily crude oil throughput no greater than 75,000 barrels.
+Added: WRC may petition for and receive SREs under the RFS should the EPA conclude it suffered disproportionate economic hardship.
+Added: In August 2025 (the “August 2025
+Added: December 31, 2025 | 19
+Added: SRE Decisions”), the EPA acted on 175 individual SRE petitions from numerous small refineries, including WRC, that had been pending before the EPA in some cases for years.
+Added: In the August 2025 SRE Decisions, in addition to acknowledging its prior grants of WRC’s SRE petitions for the 2017 and 2018 compliance periods, the EPA granted WRC complete relief for the 2019 and 2021 compliance periods and 50% relief for the 2020 and 2022 through 2024 compliance periods.
+Added: The EPA has yet to act on WRC’s SRE petition for the 2025 compliance period, which remains pending.
+Added: Our obligated-party subsidiaries are not able to meet the majority of their annual RVOs through blending, so, unless their RVOs are waived or exempted, they have had to and currently expect to be required in the future to purchase RINs on the open market from third parties, including but not limited to its affiliates.
Our obligated-party subsidiaries have also purchased cellulosic waiver credits in years in which they are made available by the EPA.
1 unchanged sentence
The price of RINs became extremely volatile, particularly when the EPA’s RVO mandates approach or exceed the blend wall.
−Removed: The blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into gasoline.
+Added: Currently, the blend wall is generally considered to be reached when more than 10 percent ethanol by volume (“E10”) is blended into gasoline.
The price of RINs has also been impacted by the depletion of the carryover RIN bank, requiring carryover RINs from the RIN bank to be used to settle RVOs.
−Removed: The volatility of RIN prices also increased significantly in response to a number of factors, which we believe include, but are not limited to, the actions of RIN market participants including those not deemed by the EPA to be obligated parties, various government laws, rules, policies and initiatives relating to climate change, and the actions of the EPA in administrating the RFS, such as the EPA’s failure to include blenders in the definition of obligated parties, its failure to timely administer the RFS and its multiple blanket denials of SREs.
−Removed: Government actions and litigation by refiners including our obligated-party subsidiaries, biofuels groups and others, has also significantly impacted us and the price of RINs, including but not limited to the following:
−Removed: • On January 20, 2021, President Trump issued EO 13990, in which he directed the EPA, in consultation with the Department of Energy, to consider issuing emergency fuel waivers to allow the year-round sale of E15 “to meet any projected temporary shortfalls in the supply of gasoline across the nation.” The EO cites the same CAA waiver provision used by the Biden Administration in 2022, 2023, and 2024.
−Removed: In April 2022, a group of Midwestern governors
−Removed: December 31, 2024 | 21
−Removed: petitioned EPA to allow summertime sales of E15 in their states, including Kansas, under the CAA.
+Added: The volatility of RIN prices also increased significantly in response to a number of factors, which we believe include, but are not limited to, the actions of RIN market participants including those not deemed by the EPA to be obligated parties, various government laws, rules, policies and initiatives relating to climate change and/or agricultural and biofuels policies, and the actions of the EPA in administrating the RFS, such as the EPA’s failure to include blenders in the definition of obligated parties, its failure to timely administer the RFS and its historical denials of and failure to timely rule on SREs.
+Added: Government actions, litigation by refiners including our obligated-party subsidiaries, biofuels groups and others, as well as efforts by certain parties to change the RFS to limit hardship relief available to certain small refineries, has also significantly impacted us and the price of RINs, including but not limited to the following:
+Added: • On January 20, 2025, President Trump issued EO 14156, in which he directed the EPA, in consultation with the Department of Energy, to consider issuing emergency fuel waivers to allow the year-round sale of E15 (gasoline blended with 15% ethanol) “to meet any projected temporary shortfalls in the supply of gasoline across the nation.” The EO cites the same CAA waiver provision used by the Biden Administration in 2022, 2023, and 2024.
+Added: In April 2022, a group of Midwestern governors petitioned the EPA to allow summertime sales of E15 in their states, including Kansas, under the CAA.
On July 21, 2022, the Governor of Kansas rescinded Kansas’ summertime E15 request.
In February 2024, the EPA issued its final rule to allow summertime sales of E15 for the eight states that did not rescind their requests.
−Removed: • In December 2021, the EPA proposed a new standard for evaluating SREs which it ultimately finalized and applied, in most cases retroactively, to deny approximately 130 SRE petitions filed by small refineries for compliance years 2016 through 2021, including (a) the petitions of WRC and 35 other small refineries for the 2018 compliance year denied in April 2022 and 69 petitions for other compliance years, including those of WRC for the 2017, 2019, 2020 and 2021 compliance years, denied in June 2022 (collectively, the “2022 Denials”), and (b) 26 petitions for other compliance years between 2016 and 2023, including WRC’s 2022 petition (the “2023 Denials”).
−Removed: WRC and others challenged these denials before the Fifth Circuit and DC Circuit.
−Removed: In November 2023 and July 2024, the Fifth Circuit and the DC Circuit, respectively, vacated EPA’s 2022 Denials and remanded the applicable SRE petitions back to EPA, holding the EPA’s denials were arbitrary and capricious and contrary to law.
−Removed: Other than seeking writ of certiorari from the Supreme Court of the United States (“SCOTUS”) relating to the Fifth Circuit’s ruling that venue for the case was proper in the Fifth Circuit, the EPA has yet to act on those remanded petitions.
−Removed: • In December 2023, WRC and CRRM submitted a petition for rulemaking to the EPA demanding that it cures its violation of the RFS, which we believe required the EPA to establish a credit trading program under which only obligated parties who over-comply with their RFS obligations could sell RINS generated through such over-compliance to other obligated parties.
−Removed: The EPA has not yet responded to our petition, and our obligated-party subsidiaries expect to file suit against the EPA in the future should it fail to act.
−Removed: • In January 2025, the EPA denied WRC’s SRE petition for the 2023 compliance year based on what WRC considers to be yet another new standard devised by the EPA, which denial WRC has challenged in the Fifth Circuit, also seeking a stay of enforcement of WRC’s RFS obligations for 2023.
−Removed: In its filing with the Fifth Circuit in February 2025, the EPA reported that it was reviewing its denial and did not oppose WRC’s stay.
−Removed: As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) increased significantly throughout 2021 and 2022, remained significant in 2023, and currently are expected to remain significant into 2024 and beyond, which volatility could have material impacts on the Company’s results of operations, financial condition, and cash flows.
+Added: Beginning in 2025, certain oil, renewables and agriculture groups proposed various legislation seeking to amend the CAA to authorize year-round E15 while also revising the definition of small refinery under the RFS to include only those refineries with refining capacity, when combined with the refining capacity of any affiliated refinery, under 75,000 bpd, among other proposed changes, which legislation certain small refineries, including CRRM and WRC, have opposed.
+Added: In January 2026, the U.S.
+Added: House of Representatives created the E15 Rural Domestic Energy Council to “develop legislative solutions to address the crisis facing our nation’s farmers and refiners” including investigation of “topics including, but not limited to, the sale of Ethanol-15, U.S.
+Added: refinery capacity, the Renewable Fuel Standard Program, Renewable Identification Numbers, access to markets, and federal regulations that hinder American energy dominance.” Numerous parties, including the Company, have and are expected to engage with various members of Congress relating thereto, the outcome of which could have material impacts not only on the price of RINs but on the Company’s operations, financial condition, and cash flows.
+Added: • In December 2023, WRC and CRRM submitted a petition for rulemaking to the EPA demanding that it cure its violation of the RFS, which we believe required the EPA to establish a credit trading program under which only obligated parties who over-comply with their RFS obligations could sell RINS generated through such over-compliance to other obligated parties.
+Added: The EPA has not yet responded to our petition, and our obligated-party subsidiaries may file suit against the EPA in the future should it fail to act.
+Added: • Numerous parties, including WRC in October 2025, filed petitions for review in the DC Circuit of the August 2025 SRE Decisions, which petitions remain pending.
+Added: Additionally, on October 24, 2025, the Renewable Fuels Association filed a petition for review of the August 2025 SRE Decisions, and on December 11, 2025, it filed a petition for review of the EPA’s decisions on other SRE petitions announced on November 7, 2025.
+Added: The statement of issues filed with the court with respect to these petitions indicates that the issues raised relate to whether the EPA’s SRE decisions were arbitrary and capricious or exceeded the agency’s authority.
+Added: Certain small refineries, including WRC, were granted leave to intervene in the petitions for review filed by certain biofuels groups challenging the EPA’s grant of SREs in the August 2025 SRE Decisions.
+Added: These various lawsuits, now consolidated, could contribute to continued volatility in
+Added: December 31, 2025 | 20
+Added: the RIN market and, if determined adversely to WRC, could materially impact WRC’s operations, financial condition, and cash flows.
+Added: As a result, our costs to comply with RFS (excluding the impacts of any exemptions or waivers to which the Petroleum Segment’s obligated-party subsidiaries may be entitled) having remained significant over the past several years and currently are expected to remain significant into 2026 and beyond, which volatility could have material impacts on the Company’s results of operations, financial condition, and cash flows.
The Federal Clean Water Act (“CWA”)
5 unchanged sentences
In that announcement, the EPA prioritized those sectors that are ranked high in point source categories for total nitrogen discharges, including fertilizer manufacturers.
−Removed: The EPA is continuing its review, which eventually could result in different regulations governing the Company.
+Added: The EPA is continuing its review, including the Ninth Circuit Court of Appeals recent decision related to “Effluent Limitations, Guidelines, and Standards” ( Waterkeeper Alliance v.
+Added: Environmental Protection Agency , No.
+Added: 23-636 (9th Cir.
+Added: June 18, 2025), which eventually could result in different regulations governing the Company.
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and the Emergency Planning and Community Right-to-Know Act (“EPCRA”)
The release of hazardous substances or extremely hazardous substances into the environment is subject to release reporting requirements under federal and state environmental laws.
−Removed: Our Facilities also periodically experience releases of hazardous and extremely hazardous substances from their equipment and periodically have excess emission events.
+Added: Our Facilities also periodically experience releases of hazardous and extremely hazardous substances from their equipment and periodically have excess emission events that may be subject to cleanup and cost recovery actions under CERCLA in the future.
From time to time, the EPA has conducted inspections and issued information requests to us with respect to our compliance with reporting requirements under the CERCLA and the EPCRA.
−Removed: If we fail to timely or properly report a release, or if a release violates the law or our permits, we could become the subject of a governmental enforcement action or third-party claims.
−Removed: December 31, 2024 | 22
−Removed: enforcement or third-party claims relating to releases of hazardous or extremely hazardous substances could result in significant expenditures and liability.
Resource Conservation and Recovery Act (“RCRA”)
−Removed: Our Refineries and Fertilizer Facilities are subject to the RCRA requirements for the generation, transportation, treatment, storage, and disposal of solid and hazardous wastes.
−Removed: When feasible, RCRA-regulated materials are recycled instead of being disposed of on-site or off-site.
−Removed: RCRA establishes standards for the management of solid and hazardous wastes.
+Added: Our Refineries and Fertilizer Facilities are subject to the RCRA requirements for the generation, transportation, treatment, storage, disposal, and management of solid and hazardous wastes.
Besides governing current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal practices, the recycling of wastes, and the regulation of underground storage tanks containing regulated substances.
−Removed: Impacts of Past Manufacturing - In March 2004, two of our subsidiaries entered into a Consent Decree (“2004 Consent Decree”) with the EPA and the Kansas Department of Health and Environment (the “KDHE”) that required us to assume two RCRA corrective action orders issued to Farmland, the prior owner of the Coffeyville Refinery.
−Removed: Until January 21, 2021, we were subject to a 1994 EPA administrative order related to investigation of possible past releases of hazardous materials to the environment at the Coffeyville Refinery.
−Removed: In accordance with the order, we have conducted the required investigation and interim remediation projects and documented existing soil and groundwater conditions.
−Removed: In June 2017, the Coffeyville Refinery submitted an amended RCRA post-closure permit application to the KDHE to complete closure of former hazardous waste management units at the Coffeyville Refinery and to perform corrective action at the site.
−Removed: The KDHE approved the post-closure permit application in July 2019, and the RCRA permit was issued on December 16, 2020.
−Removed: The EPA terminated the 1994 administrative order on January 21, 2021.
−Removed: On January 13, 2021, the Coffeyville Fertilizer Facility entered into an agreement with the KDHE to address certain historical releases of UAN located on property held by CRNF that comingled with legacy groundwater contamination from the adjacent Coffeyville Refinery.
−Removed: The cleanup provisions of the agreement with the KDHE are held in abeyance so long as the Coffeyville Refinery conducts corrective action for these comingled historical releases in accordance with CRRM’s RCRA permit.
−Removed: The now-closed Phillipsburg terminal is subject to a 1996 EPA administrative order related to investigation of releases of hazardous materials to the environment at the Phillipsburg terminal, which operated as a refinery until 1991.
−Removed: The Phillipsburg terminal investigation is complete and corrective measures are in place implementing the EPA’s Statement of Basis and Final Remedy Decision issued in July 2018.
−Removed: The Phillipsburg Terminal has applied to KDHE for a RCRA Post-Closure Corrective Action Permit.
−Removed: When issued, we anticipate that the EPA will terminate the 1996 administrative order for Phillipsburg.
−Removed: The Wynnewood Refinery operates under a RCRA permit.
−Removed: A RCRA facility investigation has been completed in accordance with the terms of the permit.
−Removed: Based on the facility investigation and other available information, WRC entered into a consent order with the Oklahoma Department of Environmental Quality (the “ODEQ”) requiring further investigations of groundwater conditions and enhancements of existing remediation systems.
−Removed: We have completed the groundwater investigation at the Wynnewood Refinery and the ODEQ has approved our ongoing corrective actions.
−Removed: The consent order was terminated by the ODEQ in July 2019.
+Added: When feasible, RCRA-regulated materials are recycled instead of being disposed.
+Added: Impacts of Past Manufacturing - Two of our subsidiaries entered into a Consent Decree with the EPA and the Kansas Department of Health and Environment (the “KDHE”) in March 2004 (“2004 Consent Decree”) that required us to assume two administrative orders for RCRA corrective action issued to the prior owner of the Coffeyville Refinery and Phillipsburg Terminal.
+Added: In accordance with the Coffeyville Refinery administrative order, we conducted the required investigation and interim remediation projects and documented existing soil and groundwater conditions.
+Added: A RCRA post-closure permit was issued by KDHE on December 16, 2020, and the Coffeyville Refinery administrative order was terminated on January 21, 2021.
+Added: In addition, on January 13, 2021, the Coffeyville Fertilizer Facility entered into an agreement with the KDHE to address certain historical releases of UAN located on property held by CRNF that comingled with legacy groundwater contamination from the adjacent Coffeyville Refinery.
+Added: The cleanup provisions of the agreement with the KDHE are held in abeyance so long as the Coffeyville Refinery conducts corrective action in accordance with CRRM’s RCRA permit.
+Added: The Phillipsburg terminal, which operated as a refinery until 1991, is subject to the administrative order related to investigation of releases of hazardous materials to the environment.
+Added: The investigation is complete and corrective measures are
+Added: December 31, 2025 | 21
+Added: in place implementing the Statement of Basis and Final Remedy Decision issued by the EPA in July 2018.
+Added: The Phillipsburg Terminal has applied to the KDHE for a RCRA Post-Closure Corrective Action Permit.
+Added: When issued, we anticipate that the administrative order for Phillipsburg will be terminated.
+Added: WRC entered into a consent order with the Oklahoma Department of Environmental Quality (the “ODEQ”) requiring further investigations of groundwater conditions and enhancements of existing remediation systems.
+Added: We have completed the groundwater investigation at the Wynnewood Refinery and the consent order was terminated by the ODEQ in July 2019.
The Wynnewood Refinery’s RCRA Permit was renewed on December 13, 2024, and included the incorporation of groundwater corrective action.
−Removed: Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CVR Energy subsidiaries, the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the now-closed Phillipsburg terminal.
−Removed: This financial assurance is currently provided by a bond in the amount of $2 million.
−Removed: The $2 million bond amount is reduced each year based on actual expenditures for corrective actions.
−Removed: Additional financial assurance of approximately $4 million and $3 million is required to meet our RCRA financial obligations for the Coffeyville Refinery and Phillipsburg terminal, respectively.
−Removed: Current RCRA financial assurance requirements for the Wynnewood Refinery include approximately $3 million for hazardous waste storage tank closure, the post-closure monitoring of a closed storm water retention pond, and the projected clean-up costs at the Wynnewood Refinery.
−Removed: These RCRA financial assurance obligations are currently being satisfied by a surety bond.
−Removed: The Company’s financial assurance mechanisms are re-evaluated and adjusted on an annual basis.
+Added: Financial Assurance - We are required under the 2004 Consent Decree, as modified by a 2010 agreement between CVR Energy subsidiaries, the EPA, and the KDHE, to establish financial assurance to secure the current projected clean-up cost for the Phillipsburg terminal.
+Added: This financial assurance is currently provided by a bond in the amount of $2 million and is reduced each year based on expenditures for corrective actions.
+Added: Additional financial assurance of approximately $4 million and $3 million is required to meet our RCRA financial obligations for the Coffeyville Refinery and Phillipsburg terminal.
+Added: Current RCRA financial assurance requirements for the Wynnewood Refinery include approximately $3 million for hazardous waste storage tank closure, the post-closure monitoring of a closed storm water retention pond, and the projected clean-up costs.
+Added: These RCRA financial assurance obligations are currently being satisfied by a surety bond, which are re-evaluated and adjusted on an annual basis.
Waste Management - There are fourteen closed hazardous waste units at the Coffeyville Refinery.
There is one closed hazardous waste unit and one active hazardous waste storage tank at the Wynnewood Refinery.
−Removed: In March 2021, 30 years of long-term post-closure care was completed at one closed, interim status, hazardous waste land treatment facility located at the now-closed Phillipsburg terminal and is no longer subject to monitoring.
−Removed: December 31, 2024 | 23
+Added: The now-closed Phillipsburg refinery has one regulatorily closed, interim status, hazardous waste land treatment facility that is no longer subject to post-closure care monitoring.
Environmental Remediation
As is the case with all companies engaged in similar industries, we face potential exposure from claims and lawsuits involving environmental matters, including soil and water contamination and personal injury or property damage allegedly caused by crude oil or hazardous substances that we processed, handled, used, stored, transported, spilled, disposed of, or released.
−Removed: There is no assurance that we will not become involved in future proceedings related to the release of hazardous or extremely hazardous substances or crude oil for which we have potential liability or that, if we were held responsible for damages in any existing or future proceedings, such costs would be covered by insurance or would not be material.
Environmental Insurance
We are covered by site pollution legal liability insurance policies, which insure any location owned, leased, rented, or operated by the Company, including the Refineries and the Facilities.
−Removed: The policies insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and business interruption.
−Removed: In addition to the site pollution legal liability insurance policies, we maintain and are covered by certain general liability, umbrella and excess casualty insurance policies (collectively, the “Casualty Policies”) which generally include sudden and accidental pollution coverage.
+Added: The policies generally insure certain pollution conditions at or migrating from a covered location, certain waste transportation and disposal activities, and certain business interruption.
+Added: In addition to the site pollution legal liability insurance policies, we maintain and are covered by certain general liability, umbrella and excess casualty insurance policies (collectively, the “Casualty Policies”) which generally include sudden and accidental pollution coverage subject to time element provisions.
The Casualty Policies generally provide coverage due to named perils for claims involving pollutants where the discharge is sudden and accidental and first commences at a specific day and time during the policy period.
−Removed: The site pollution legal liability policy and the Casualty Policies are subject to retentions and deductibles and contain discovery requirements, waiting periods, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for all potential damages.
+Added: The site pollution legal liability policy and the Casualty Policies are subject to retentions and deductibles and contain discovery requirements, waiting periods, reporting requirements, exclusions, definitions, conditions, and limitations that could apply to a particular pollution claim, and there can be no assurance such claim will be adequately insured for any or all potential damages or loss.
Health, Safety and Security Matters
1 unchanged sentence
We are also subject to OSHA Process Safety Management regulations, which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable, or explosive chemicals.
−Removed: We are committed to safe, reliable operations of our Facilities to protect the health and safety of our employees, our contractors, and the communities in which we operate.
−Removed: Our health and safety management system provides a comprehensive approach to injury, illness and incident prevention, risk assessment and mitigation, and emergency management.
−Removed: Despite our efforts to achieve excellence in our health and safety performance, there can be no assurances that there will not be accidents resulting in losses, injuries, or fatalities that could materially adversely impact our business.
+Added: We are committed to safe, reliable operations of our Facilities to protect the health and safety of our
+Added: December 31, 2025 | 22
+Added: employees, our contractors, and the communities in which we operate.
+Added: Our health and safety management systems are intended to provide a comprehensive approach to injury, illness and incident prevention, risk assessment and mitigation, and emergency management.
Our Facilities were subject to the Chemical Facility Anti-Terrorism Standards (“CFATS”), a regulatory program designed to ensure facilities have security measures in place to reduce the risk that certain hazardous chemicals are weaponized by terrorists.
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Human Capital
−Removed: Our employees are the most important part of our business and help us work to achieve our Mission to be a top-tier North American renewable fuels, petroleum refining and nitrogen-based fertilizer company as measured by safe and reliable operations, superior financial performance and profitable growth.
+Added: Our employees are the most important part of our business and help us work to achieve our Mission to be a top-tier North American petroleum refining and nitrogen-based fertilizer company as measured by safe and reliable operations, superior financial performance and profitable growth.
CVR Energy’s culture is defined by our core Values:
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See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Report for further discussion on our Mission and core Values.
−Removed: December 31, 2024 | 24
Workforce Profile
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We are committed to providing a safe and healthy workplace and striving to protect our employees, contractors and communities.
−Removed: We accomplish this through compliance with applicable workplace safety and environmental laws and regulations, seeking employee input, learning from any events, and maintaining comprehensive audit and training programs and emergency response and disaster recovery plans.
+Added: We seek to accomplish this through compliance with applicable workplace safety and environmental laws and regulations, seeking employee input, learning from any events, and maintaining comprehensive audit and training programs and emergency response and disaster recovery plans.
To assess our safety performance, we monitor workplace injuries, process safety incidents, and environmental events, and perform compliance audits and risk assessments.
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In furtherance of our core Value of Continuous Improvement, we also offer programs for tuition reimbursement and dependent scholarships.
−Removed: We offer a remote work policy to provide eligible employees with the flexibility that is key to a work-life balance.
We encourage all employees to live our core Value of Corporate Citizenship by making a positive impact in our communities by taking advantage of our volunteerism policy pursuant to which eligible employees are provided paid time off from work to volunteer at 501(c)(3) non-profit entities.
+Added: December 31, 2025 | 23
Talent Management
We believe our competitive compensation and benefit plans allow us to attract and retain talented employees.
−Removed: Our recruiting strategy focuses on ensuring our hiring practices are free from bias for or against any individual or group of candidates.
−Removed: We continue to build upon our inclusive culture by expanding our recruitment efforts to include veteran recruitment and apprenticeship programs, recruiting interns at diverse colleges, and promoting diverse representation within our workforce.
+Added: Our recruiting strategy focuses on hiring practices that are free from bias for or against any individual or group of candidates.
+Added: We continue to build upon our culture by expanding our recruitment efforts to include veteran recruitment and apprenticeship programs, recruiting interns at diverse colleges, and promoting representation within our workforce of individuals with diverse perspectives.
In support of the personal development of our employees and our goal of employing and retaining effective and dynamic leaders, we provide in-person supervisor training to managers at all levels led by our executives, which focuses on a combination of business and leadership strategies, including coaching and performance management, goal setting, critical thinking, effective communication and listening, development and succession planning, delegation techniques, and legal aspects of leadership, among other topics.
We hold supervisor training program refresher sessions, at least quarterly, to reinforce topics covered in the in-person sessions, as well as to cover new topics including accountability, team building and other leadership skills and topics.
−Removed: Diversity & Inclusion
−Removed: We are an equal opportunity employer and strive to maintain a diverse and inclusive work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation, or any other protected class.
−Removed: Our recruiting efforts that include focus on veteran and diverse college populations, support our diverse and inclusive environment, as do the activities of our Diversity & Inclusion Committee.
−Removed: We provide diversity and inclusion training that covers, among other topics, unconscious bias and encouraging diversity of experience and opinion.
+Added: Equal Opportunity Employer
+Added: We are an equal opportunity employer and strive to maintain a work environment free from harassment and discrimination regardless of race, religion, color, age, gender, disability, minority, sexual orientation, or any other protected class.
+Added: Our recruiting efforts that include focus on veteran and diverse college populations, support this environment, as do the activities of our affinity groups.
Our Code of Ethics and Business Conduct and our anti-discrimination and harassment policies also help us maintain a work environment where individuals are treated with respect and dignity, and where diversity of thought and perspective is valued.
−Removed: December 31, 2024 | 25
Available Information
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.