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Item 1A. Risk Factors

2026-02-18 compared with 2025-02-19 · 107 added, 123 removed, 492 unchanged (32% of the section changed)

The following risks should be considered together with the other information contained in this Report and all of the information set forth in our filings with the SEC.

If any of the following risks or uncertainties develops into actual events, our petroleum and/or nitrogen fertilizer businesses, financial conditions, or results of operations could be materially adversely affected.

If any of the following risks or uncertainties develops into actual events, our petroleum, renewables, and/or nitrogen fertilizer businesses, financial conditions, or results of operations could be materially adversely affected.

References to “CVR Energy”, the “Company”, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Energy, including CVR Partners, as the context may require.

Risks Related to Our Entire Business

Our businesses are, and commodity prices are, cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.

Our businesses, and commodity prices, are cyclical and highly volatile, which could have a material adverse effect on our results of operations, financial condition and cash flows.

Our Petroleum Segment’s financial results are primarily affected by margin between refined product prices and prices for crude oil and other feedstocks.

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Price level changes during the period between purchasing feedstocks and selling the refined products from these feedstocks could have a significant effect on our financial results.

The Market prices for these and other commodities depend upon a wide range of factors beyond our control, including regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products, which supply and demand is subject to volatility based on, among other things, the availability and quantity of imports, the capacity and production levels of U.S.

The market prices for these and other commodities depend upon a wide range of factors beyond our control including product pipeline capacity,

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system inventory, local and regional market conditions, inflation, operating levels of other refineries, regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products, which supply and demand is subject to volatility based on, among other things, the availability and quantity of imports, driving habits, weather conditions, the capacity and production levels of U.S.

and foreign refineries and suppliers, levels of refined petroleum product inventories and the availability of petroleum alternatives, productivity and growth (or the lack thereof) of U.S.

and global economies, U.S.

foreign trade policy and relationships with foreign governments, political affairs, and the extent of governmental regulation, including executive orders.

foreign trade policy and relationships with foreign governments, political affairs, the outcome of legal or regulatory proceedings, and the extent of governmental regulation, including EOs.

There is also ongoing uncertainty regarding the ultimate impacts of recent events involving Venezuela, including with respect to foreign trade and product margins, among others.

A decline in market prices of these feedstocks and refined products may negatively impact the carrying value of our inventories.

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Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Report for further discussion of our liquidity.

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Additionally, our Renewables Segment is exposed to fluctuations in the prices of Vegetable oils and other feedstocks and renewable fuels, which are affected by numerous factors, such as Vegetable oil production capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other facilities.

Additionally, our Renewables Segment is exposed to fluctuations in the prices of Vegetable oils and other feedstocks and renewable fuels, which are affected by numerous factors, such as the supply of and demand for vegetable oil and other feedstocks, as well as renewable diesel and other renewable fuels which, in turn, depend on, among other factors, changes in domestic and foreign economies and trade policies, driving habits, weather conditions, domestic and foreign political affairs, production levels, the availability or permissibly of imports and exports, the marketing of competitive fuels, and the extent of government regulations.

The prices of vegetable oils and other feedstocks and renewable fuels are also affected by other factors, such as Vegetable oil production capacity, soybean crush capacity, system inventory, local and regional market conditions, inflation, and the operating levels of other facilities.

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.

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A decrease in nitrogen fertilizer prices could have a material adverse effect on our business, cash flow, and ability to make distributions.

The prices of nitrogen fertilizer products depend on a number of factors, including general economic conditions, cyclical trends in end-user markets, supply and demand imbalances, governmental policies, and weather conditions, which have a greater relevance because of the seasonal nature of fertilizer application.

The prices of nitrogen fertilizer products depend on a number of factors, including general economic conditions, cyclical trends in end-user markets, supply and demand imbalances, governmental policies, inflationary pressures, and weather conditions, which have a greater relevance because of the seasonal nature of fertilizer application.

If seasonal demand exceeds the projections on which we base our production levels, customers may acquire nitrogen fertilizer products from competitors, and our profitability may be negatively impacted.

If seasonal demand is less than expected, we may be left with excess inventory that will have to be stored or liquidated.

Supply is affected by available capacity and operating rates, raw material costs, government policies and global trade.

Supply is affected by available capacity and operating rates, raw material costs, government policies, global trade, and potential future global supply disruptions.

In addition, the international market for nitrogen fertilizers is influenced by such factors as the relative value of the U.S.

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We cannot predict future changes in U.S.

policy with respect to foreign trade (including the imposition of trade barriers, tariffs on Canadian and other goods, or economic or trade sanctions, from the new administration or otherwise), including whether existing trade policies will be maintained or modified or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.

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trade agreements will occur, nor can we predict the effects that any such changes would have on our business.

Changes in U.S.

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as a result of such changes, could materially and adversely affect our business, financial condition, results of operations and liquidity.

While there is risk of shorter-term volatility given the inherent nature of the commodity cycle and governmental and geopolitical risks, the Company believes the long-term fundamentals for the U.S.

nitrogen fertilizer industry remain intact.

Certain developments in the global oil markets have had, and may continue to have, material adverse impacts on the operations, business, financial condition, liquidity, and results of operations of the Company or its customers, suppliers, and other counterparties.

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Our Petroleum Segment may be unable to compete effectively with competitors within and outside of the industry, which could result in reduced profitability.

In contrast to many of our competitors, we do not have a retail

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business and therefore are dependent upon others for outlets for our refined products, and we do not have arrangements exceeding a twelve-month period for much of our petroleum output and thus cannot offset losses from refining operations with profits from retail operations and may be less able to withstand periods of depressed refining margins or feedstock shortages.

In contrast to many of our competitors, we do not have a retail business and therefore are dependent upon others for outlets for our refined products, and we do not have arrangements exceeding a twelve-month period for much of our petroleum output and thus cannot offset losses from refining operations with profits from retail operations and may be less able to withstand periods of depressed refining margins or feedstock shortages.

Some of our competitors also have materially greater financial and other resources than us and a greater ability to bear the economic risks inherent in our industry.

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On July 18, 2022, the U.S.

International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia and Trinidad and Tobago and, accordingly, the U.S.

International Trade Commission ultimately voted against imposing import tariffs on UAN from Russia

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and Trinidad and Tobago and, accordingly, the U.S.

Department of Commerce will not issue countervailing duty orders and anti-dumping duty orders on UAN imports from the same countries.

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As a consequence of this seasonality, distributions by our Nitrogen Fertilizer Segment of available cash, if any, may be volatile and may vary quarterly and annually.

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Public health crises have had, and may continue to have, adverse impacts on our business, financial condition, results of operations, and liquidity.

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The Petroleum, Renewables, and Nitrogen Fertilizer Segments each have a significant concentration of customers.

The largest customer for each of our Petroleum and Nitrogen Fertilizer Segments represented 13% and 14% of their respective net sales for the year ended December 31, 2024, while the Renewables Segment has two customers that each accounted for approximately 50% of its net sales for the same period.

The largest customer of our Petroleum Segment comprised 12% of its net sales for the year ended December 31, 2025.

For the same period, the top two customers of our Nitrogen Fertilizer Segment represented 28% of its net sales, and the Renewables Segment has two customers that each accounted for approximately 50% of its net sales.

Given the nature of our businesses, and consistent with industry practice, we do not have long-term minimum purchase contracts with our customers.

The loss of one or more of these significant customers, or a significant reduction in purchase volume by any of them, for any reason including, but not limited to, a desire to purchase competing products with lower emissions, could have a material adverse effect on our results of operations, financial condition and cash flows.

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If licensed technology were no longer available or able to be licensed economically or at all, our business may be adversely affected.

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Any of the foregoing could have a material adverse effect on our competitive position, results of operations, financial condition and cash flows.

Compliance with and changes in environmental laws, rules, and regulations, including those related to climate change and the ongoing “energy transition”, could result in increased operating costs and capital expenditures and changes in demand for the products we produce.

Compliance with and changes in environmental laws, rules, and regulations, or to the application of those laws, rules and regulations, including those related to climate change, “energy transition” or renewable fuels, could result in increased operating costs and capital expenditures and changes in demand for the products we produce.

Our operations are subject to extensive federal, state, and local environmental laws, rules, and regulations relating to the protection of the environment, including those governing the emission or discharge of pollutants into the environment, climate change and the ongoing energy transition, product use and specifications, and the generation, treatment, storage, transportation, disposal, and remediation of solid and hazardous wastes.

Violations of applicable environmental laws, rules, and regulations or of the conditions of permits issued thereunder can result in substantial penalties, injunctive orders compelling installation of additional controls or other injunctive relief, civil and criminal sanctions, operating restrictions, permit revocations, and/or facility shutdowns, which may have a material adverse effect on our ability to operate our facilities and accordingly our financial performance.

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In addition, new environmental laws, rules, and regulations, including as a result of climate change and the ongoing energy transition efforts, new interpretations of existing laws, rules, and regulations, including as a result of the change in U.S.

presidential administration, or increased governmental enforcement of laws, rules, and regulations, could require us to make additional unforeseen expenditures.

More aggressive efforts by governments and non-governmental organizations to put in place laws requiring or otherwise driving reductions in GHG emissions appear likely and any such future laws and regulations could result in increased compliance costs or additional operating restrictions applicable to our customers and/or us, and any increase in the prices of refined products resulting from such increased costs, GHG cap-and-trade programs or taxes on GHGs, could results in reduced demand for our refined petroleum products.

For example, in August 2022, President Biden signed into law the Inflation Reduction Act, which directs the EPA to impose a charge on methane emissions from certain petroleum system facilities and could have an indirect impact on demand for the goods and services of our Petroleum Segment.

On January 26, 2024, the EPA issued a proposed rule to implement the methane emissions reduction program.

Following a public comment period that ended March 11, 2024, the EPA announced the final rule on November 12, 2024, which took effect on January 17, 2025.

Our business could also be impacted by governmental initiatives to incentivize the conservation of energy or the use of alternative energy sources.

For example, there have been a number of U.S.

federal and state rulemakings encouraging or mandating electric vehicles or alternative fuel vehicles.

These initiatives to reduce energy consumption or incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for the products of our Petroleum Segment, and adversely impact our business, financial condition, results of operations and cash flows.

In 2024, there was an increased agency interest in polyfluoroalkyl substances or PFAS.

Although not yet finalized, in February 2024, the EPA proposed changes to the RCRA regulations by adding nine PFAS compounds to its list of “hazardous constituents.” In April 2024, EPA finalized a rule to designate two PFAS compounds as “hazardous substances” under CERCLA.

Industry and environmental groups have challenged the final CERCLA rule in the United States District Court for the District of Columbia, and while that case is still ongoing, in February 2025, the EPA requested that the court hold the case in abeyance for sixty days to allow agency leadership review and the court has not yet ruled on that motion.

In addition, in April 2024, the EPA released a memorandum providing direction on the EPA’s enforcement discretion under CERCLA in matters involving PFAS.

The EPA’s request to stay the April 2024 PFAS Rule, and the withdrawal of a June 2024 draft proposal (that would likely not apply to us) setting PFAS effluent limits for the chemical manufacturing sector, among other indicators, suggest that the January 2025 change in the presidential administration could impact the EPA’s level of interest in the regulation of PFAS and that PFAS regulation and enforcement will be less of a priority for the EPA in 2025.

Nevertheless, to the extent these new PFAS compounds remain designated as hazardous substances, the EPA and states have the ability to order remediation of those compounds and cost recovery at clean-up sites.

In addition, new environmental laws, rules, and regulations, new interpretations of existing laws and regulations, including as a result of the change in the U.S.

presidential administration, or increased governmental enforcement of laws, rules, and regulations, could require us to make additional unforeseen expenditures or could adversely impact end user demand for our products.

If we are unable to maintain sales of our products at a price that reflects such increased costs or have to increase the prices of our products because of such increased costs, there could be a material adverse effect on our business, financial condition, results of operations and cash flows.

Agency actions in 2025 signaled a sharpened focus of its Per- and Polyfluoroalkyl Substances (“ PFAS”) regulatory framework.

The EPA released plans in April 2025 to combat PFAS contamination, including evaluating ELGs for reduction of PFAS in water discharges, National Primary Drinking Water Regulations (“NPDWR”) for PFAS, adding individual PFAS and PFAS categories to the Toxic Release Inventory, and increasing efforts on air related PFAS information collection and measurement of air emissions.

In May 2025, the EPA announced it will retain two PFAS compounds (“PFOS” and “PFOA”) and request to vacate four PFAS compounds of the 2024 NPDWR.

The request to vacate the four PFAS compounds was denied in January 2026 by the U.

Court of Appeals for the D.

Circuit, and the rules will remain in place as litigation proceeds.

In September 2025, after a seven-month abeyance in litigation with industry and environmental groups, the EPA announced it will retain the 2024 designation of two PFAS compounds as “hazardous substances” under CERCLA and defend the rule in ongoing litigation.

The EPA plans to finalize its 2024 proposed changes to the RCRA regulations in April 2026 by adding nine PFAS compounds to its list of “hazardous constituents”.

Nevertheless, to the extent these PFAS compounds remain designated as hazardous substances or listed as hazardous constituents, the EPA and states have the ability to order remediation of those compounds and cost recovery at clean-up sites.

The EPA and states also have the authority to reopen closed sites which are shown to be impacted by these PFAS compounds.

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If we are unable to maintain sales of our products at a price that reflects such increased costs, or those costs result in reduced demand for our fertilizer and hydrocarbon products, there could be a material adverse effect on our business, financial condition and results of operations.

Under the new Trump Administration the White House issued EO 14154 titled “Unleashing American Energy” that seeks to establish American energy dominance through, among other actions, purported revocation of certain executive and regulatory actions taken under the prior U.S.

presidential administration, abolishment of certain offices such as the American Climate Corps and the Interagency Working Group on the Social Cost of Greenhouse Gases and other actions including, for example, directives to revise permitting processes, promote domestic mining and energy production and eliminate the “electric vehicle mandate” by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles (EVs).

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.

It is unclear the impact the Trump Administration and these EOs and others will have on the laws, rules, and regulations applicable to us or on our operations, and we cannot predict future developments related thereto.

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EOs were issued by the White House in 2025 seeking to establish American energy dominance through, among other actions, purported revocation of certain executive and regulatory actions taken under the prior U.S.

presidential administration, and other actions such as directives to revise permitting processes, promote domestic mining and energy production and eliminate the “electric vehicle mandate” by ensuring a level regulatory playing field for gasoline-powered automobiles and eliminating subsidies or other incentives for purchasing electric vehicles.

It remains unclear the impact on the laws, rules, and regulations applicable to us or on our operations, and we cannot predict future developments related thereto.

Our facilities face significant risks due to physical damage hazards, environmental liability risk exposure, and unplanned or emergency partial or total plant shutdowns which could cause property damage and a material decline in production which may not be fully insured.

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(i) major unplanned maintenance requirements;

(ii) catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion,

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contamination, fires, or natural disasters, including floods, windstorms, and other similar events;

(ii) catastrophic events caused by mechanical breakdown, electrical injury, pressure vessel rupture, explosion, contamination, fires, or natural disasters, including floods, windstorms, and other similar events;

(iii) labor supply shortages or labor difficulties that result in a work stoppage or slowdown;

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In the future, certain insurance could become unavailable or available only for reduced amounts of coverage or at exorbitant costs.

If the supply of commercial insurance is curtailed or if commercial insurance companies decline to underwrite companies in the energy industry, we may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks or we may determine that premium costs, in our judgement, do not justify such expenditures and instead increase our self-insurance.

If the supply of commercial insurance is curtailed or if commercial insurance companies decline to underwrite companies in the energy industry, we may not be able to continue our present limits of insurance coverage or obtain sufficient insurance capacity to adequately insure our risks or we may determine that premium costs, in our judgment, do not justify such expenditures and instead increase our self-insurance.

We could incur significant costs in cleaning up contamination at or associated with our facilities.

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Past or future spills related to any of our current or former operations and solid or hazardous waste disposal may give rise to liability (including for personal injury and property damage, penalties, strict liability and potential cleanup responsibility) to governmental entities or private parties under federal, state, or local environmental laws, as well as under common law.

For example, we could be held strictly liable under CERCLA and similar state statutes for past or future spills without regard to fault or whether our actions were in compliance with the law at the time of the spills, including in connection with contamination associated with our current and former facilities, and facilities to which we transported or arranged for the transportation of wastes or byproducts containing hazardous substances for treatment, storage, or disposal.

Such liability could have a material adverse effect on our results of operations, financial condition and cash flows and may not be covered by insurance.

Remedial activities to address known environmental contamination are underway at three of our facilities, including the Coffeyville Refinery, the now-closed Phillipsburg terminal (which operated as a refinery until 1991), and the Wynnewood Refinery.

We also have assumed the previous owner’s responsibilities under certain administrative orders under RCRA related to contamination at or that originated from the Coffeyville Refinery and the Phillipsburg terminal.

We continue to work with the applicable governmental authorities to implement remediation of these three sites on a timely basis.

As of December 31, 2024, we have established an accrual of approximately $3 million for probable and reasonably estimable obligations associated with environmental matters.

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treatment, storage, or disposal.

Such liability could have a material adverse effect on our results of operations, financial condition and cash flows and may not be covered by insurance.

Regulations concerning the transportation, storage, and handling of hazardous chemicals and materials could result in higher operating costs.

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Acts of sabotage or terrorist attacks (including cyberattacks), threats of war, armed conflict, or war or trade wars, as well as events occurring in response to or in connection with such events may harm our business or have an adverse impact on our future results of operations and financial condition.

For example, the ongoing Russia-Ukraine war poses significant geopolitical risks to global crude oil, fertilizer, and agriculture markets.

For example, the ongoing Russia-Ukraine war and continued conflicts and tensions in the Middle East pose significant geopolitical risks to global markets, with direct implications for the crude oil, fertilizer, and agriculture markets.

In addition, despite recent de-escalation and the ongoing ceasefire, the conflict between Israel and Hamas, which began in October 2023, continues to pose similar risks to the global crude oil, fertilizer, and agriculture markets.

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During 2024, the Company also experienced weather-related external power outages at both refineries.

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If events such as severe storms, hurricanes, thunderstorms, tornadoes, floods, extended periods of rain, ice storms, snow, and wildfires become more intense or more frequent, they could have an adverse effect on our continued operations, as well as the operations of our suppliers and customers.

Regional occurrences, such as energy shortages or increases in commodity prices, geological hazards, and natural disasters, could also have a material adverse effect on our business, financial condition and results of operations.

The physical effects of adverse weather conditions have the potential to directly affect our operations

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and result in increased costs related to our operations.

The physical effects of adverse weather conditions have the potential to directly affect our operations and result in increased costs related to our operations.

Since climate change may change weather patterns and the severity of weather events, any such changes could consequently materially adversely affect our revenues and cash flows and the demand for our products by our customers.

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The limited number of companies available for ammonia transport may also impact the availability of transportation for our Nitrogen Fertilizer Segment’s products.

Any interruption in the supply of natural gas to our Facilities could have a material adverse effect on our results of operations and financial condition.

We rely upon third parties for certain critical aspects of our businesses;

any interruption in the supply of, or failure of third parties to supply us with, feedstocks or utilities or access to certain assets necessary to operate our business could have a material adverse impact on our businesses.

Operations at our Facilities depend on the availability of natural gas.

We have two agreements for pipeline transportation of natural gas with expiration dates in April 2025.

We have two agreements for pipeline transportation of natural gas with expiration dates in October 2026 and April 2028.

We typically purchase natural gas from third parties on a spot basis and, from time to time, we may enter into fixed-price forward purchase contracts.

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We are subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers, the proper design, operation, and maintenance of our equipment, and require us to provide information about hazardous materials used in our operations.

Failure to comply with these requirements may result in significant fines or compliance costs, which could have a material adverse effect on our results of operations, financial condition and cash flows.

Failure to comply with these requirements may result in significant fines or compliance costs.

In addition, 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.

These events could have a material adverse effect on our results of operations, financial condition and cash flows.

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Our business may suffer due to the departure of any of our key senior executives or other key employees.

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We may not be able to locate or employ such qualified personnel on acceptable terms, or at all.

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Furthermore, our operations require skilled and experienced laborers with proficiency in multiple tasks.

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We mitigate these risks through comprehensive cybersecurity training, the deployment of cybersecurity monitoring tools, and regular reviews for external cyber threats, as well as by requiring authorization from the IT and Legal Departments for any AI use case.

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Despite our mitigation efforts, any disruption of these systems or security breach or event resulting in the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us directly or our third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business, or otherwise affect our results of operations.

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Many of these data protection laws are subject to change and uncertain interpretation, and could result in claims, increased costs of operations, or other harm to our business.

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The constantly evolving regulatory and legislative environment surrounding data privacy and protection poses increasingly complex compliance challenges, and complying with such data protection laws could increase the costs and complexity of compliance.

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An increase in inflation could have adverse effects on our results of operations.

Inflation in the United States increased beginning in the second half of 2021 and continued into the beginning of 2023, due to a substantial increase in money supply, a stimulative fiscal policy, a significant rebound in consumer demand as COVID-19 restrictions were relaxed, the Russia-Ukraine war and worldwide supply chain disruptions resulting from the economic contraction caused by COVID-19 and lockdowns followed by a rapid recovery.

According to the Consumer Price Index, annual inflation was at 2.7% and 2.9% as of December 2025 and 2024, respectively.

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If a refiner of petroleum-based transportation fuels is unable to meet its renewable fuel mandate through blending and is not otherwise exempt from compliance, it must purchase RINs in the open market to meet its obligations under the RFS program.

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Our Petroleum Segment’s obligated-party subsidiaries are exposed to the volatility in the market price of RINs, which can be extreme.

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RIN prices are dependent upon a variety of factors, including EPA regulations, the availability of RINs for purchase from third parties or our Renewables Segment, levels of transportation fuels produced, the mix of the petroleum business’ petroleum products, our purchasing as well as the fuel blending performed at the Refineries and downstream terminals, all of which can vary significantly from period to period.

RIN prices may also be

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impacted by the timing and content of the EPA’s actions or inactions relating to the RFS and communications relating thereto, as well as the actions of market participants, such as non-obligated parties.

RIN prices may also be impacted by the timing and content of the EPA’s actions or inactions relating to the RFS and communications relating thereto, as well as the actions of market participants, such as non-obligated parties.

We may also be adversely impacted by the timing by which we purchase RINs, either ratably or at all.

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The accounting treatment of such deficit may change over time and in response to court rulings.

If sufficient RINs are unavailable for purchase, if the Petroleum Segment has to pay a significantly higher price for RINs, if our legal actions relating to WRC’s small refinery exemptions are not decided in our favor, or if our obligated-party subsidiaries are otherwise unable to meet the EPA’s RFS mandates or is unable to participate in programs or receive exemptions relieving compliance with RFS obligations, our business, financial condition and results of operations could be materially adversely affected.

If sufficient RINs are unavailable for purchase, if the Petroleum Segment has to pay a significantly higher price for RINs, if our legal actions relating to WRC’s SREs are not decided in our favor, or if our obligated-party subsidiaries are otherwise unable to meet the EPA’s RFS mandates or is unable to participate in programs or receive exemptions relieving compliance with RFS obligations, our business, financial condition and results of operations could be materially adversely affected.

Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity and ability to operate the Refineries at full capacity.

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If we are unable to make up for the delays or to recover the related costs, or if market conditions change, we could materially and adversely affect our financial condition, results of operations or cash flows.

One of the ways we may grow our business is through the conversion or expansion of our existing facilities, such as the conversion of the Wynnewood Refinery’s hydrocracker to an RDU, which was completed in 2022, and the conversion of a hydrotreater to renewable diesel service at the Coffeyville Refinery, which is currently being evaluated.

If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.

Delays in making required changes or upgrades to our facilities could subject

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us to fines or penalties and also affect our ability to supply certain products we make.

One of the ways we may grow our business is through the conversion or expansion of our existing facilities.

If we are unable to complete capital projects at their expected costs or in a timely manner, our financial condition, results of operations, or cash flows could be materially and adversely affected.

Delays in making required changes or upgrades to our facilities could subject us to fines or penalties and also affect our ability to supply certain products we make.

Moreover, we may construct facilities to capture anticipated future growth in demand for refined products or renewable diesel in a region in which such growth does not materialize, or we may return previously converted equipment to hydrocarbon service based on our expectations concerning market conditions, including but not limited to renewable diesel margins and contractual obligations, and our revenue may not increase immediately upon the expend of funds on a particular project.

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As a result, new capital investments may not achieve our expected investment return, which could materially and adversely affect our financial position, results of operations or cash flows.

Investor and market sentiment towards climate change, fossil fuels, GHG emissions, environmental justice, and other ESG matters could adversely affect our business, cost of capital, and the price of our common stock and debt securities.

There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of securities of companies in the energy industry, as well as to pressure lenders and other financial services companies to limit or curtail activities with companies in the energy industry.

As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, or investing in, companies that operate in industries with higher perceived environmental exposure, such as the energy industry.

Investor and market sentiment towards climate change, fossil fuels, GHG emissions, and other ESG matters could adversely affect our business, cost of capital, and the price of our common stock and debt securities.

There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities, and other groups, to promote the divestment of securities of companies in the energy industry, as well as to pressure investors and other capital market participants to limit or curtail activities with companies in the energy industry.

As a result, some parties have reduced or ceased investing in companies that operate in industries with higher perceived environmental exposure, such as the energy industry.

Pension funds at both the United States state and municipal level, as well other countries and jurisdictions across the world, particularly in Europe, have announced plans to divest holdings in companies engaged in fossil fuels activities.

If these or similar divestment efforts are continued, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted.

Some members of the investment community are focused on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under demand-constraint scenarios, and net-zero ambitions in the energy industry in particular, and diversity, equity, and inclusion initiatives, political activities, and governance standards among companies more generally.

Some members of the investment community are focused on ESG practices and disclosures, including those related to climate change, GHG emissions targets, and net-zero ambitions in the energy industry in particular, and political activities, and governance standards among companies more generally.

In addition to voluntary disclosures in response to investor and stakeholder requests, some governments have also proposed or adopted regulations that impose disclosure obligations with respect to various climate change and other ESG matters.

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This could result in higher costs, disruption and diversion of management attention, an increased strain on company resources, and the implementation of certain ESG practices or disclosures that may present a heightened level of legal and regulatory risk, or that threaten our credibility with other investors and stakeholders.

Investors, stakeholders, and other interested parties are also increasingly focusing on issues related to environmental justice.

This may result in increased scrutiny, protests, and negative publicity with respect to our business and operations, and those of our counterparties, which could in turn result in the cancellation or delay of projects, the revocation of permits, termination of contracts, lawsuits, regulatory action, and policy change that may adversely affect our business strategy, increase our costs, and adversely affect our reputation and performance.

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As a result, profitability in the Renewables Segment is highly dependent on the prices of government credits generated through the production of renewable fuels, particularly RINs prices, LCFS credit prices, and the BTC.

RINs prices are mainly influenced by supply and demand dynamics, with the demand being heavily impacted by the annual Renewable Volume Obligation levels established by the EPA.

The $1 per gallon BTC expired on December 31, 2024, and its intended replacement, the Clean Fuels Production Credit, has not yet been finalized.

RINs prices are mainly influenced by supply and demand dynamics, regulatory policy and the actions of the EPA and others in response thereto, with the demand being heavily impacted by the annual Renewable Volume Obligation levels established by the EPA and other legal and regulatory actions.

The $1 per gallon BTC expired on December 31, 2024, and replaced with the Clean Fuels Production Credit.

With the loss of the BTC there could be additional volatility in pricing for renewable fuels feedstocks, as well as in prices of other credits generated by renewable fuels production, particularly RINs prices and LCFS credit prices.

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Tariffs and bans on renewable feedstocks could result in supply restriction and feedstock pricing volatility.

Although the PTC guidelines have not yet been finalized, one of the proposed measures would exclude certain imported renewable feedstocks from being eligible to claim the credit.

In addition, tariffs imposed by the new Presidential Administration could impact the pricing and availability of imported renewable feedstocks into the United States.

Tariffs imposed by the new Presidential Administration could impact the pricing and availability of imported renewable feedstocks into the United States.

Reduced supplies of imported feedstocks due to tariff restrictions or producers’ inability to claim credits could result in increased demand for domestic feedstocks.

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Without a wider adoption of LCFS programs in larger states, the customer pool will likely remain limited to states that currently offer LCFS programs.

Potential Renewables Projects at the Refineries could impact the operations and/or profitability of our Renewables Segment.

Two projects that we have evaluated for the Renewables Segment are the potential conversion of the Wynnewood RDU to produce sustainable aviation fuel (“SAF”), and the potential construction of a new renewable diesel or SAF project at our Coffeyville Refinery.

If we were to proceed with these potential projects, there is no guarantee that operating performance or expected profitability, including that associated with SAF production, will meet expectations.

Moreover, such potential projects could involve the formation of a joint venture, reliance on capital from joint venture partners to fund the project, or the contribution of some of our assets, such as the RDU, to any potential joint venture.

Such actions could reduce the benefits that our Petroleum Segment receives from the RINs generated by the Wynnewood RDU, could fail to produce expected returns, and could otherwise negatively impact the operations and profitability of our Renewables Segment.

Risks Related to the Nitrogen Fertilizer Segment

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agricultural industry can be affected by a number of factors, including weather patterns and field conditions, current and projected grain inventories and prices, domestic and international population changes, demand for U.S.

agricultural products, U.S., state and foreign policies regarding trade in agricultural products, and changes in governmental regulations and incentives for ethanol production that

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could affect future corn-based ethanol demand and production, including the RFS program.

agricultural products, U.S., state and foreign policies regarding trade in agricultural products, and changes in governmental regulations and incentives for ethanol production that could affect future corn-based ethanol demand and production, including the RFS program.

Developments in crop technology could also reduce the use of chemical fertilizers and adversely affect the demand for nitrogen fertilizer.

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Our Coffeyville Fertilizer Facility obtained 36% of its pet coke from our Coffeyville Refinery in 2025.

Should our Coffeyville Refinery fail to perform in accordance with the existing agreement or to the extent pet coke from the Coffeyville Refinery is insufficient, we would need to purchase pet coke from third parties on the open market, which could negatively impact our results of operations to the extent third-party pet coke is unavailable or available only at higher prices.

Should our Coffeyville Refinery fail to perform in accordance with the existing agreement or to the extent pet coke from the Coffeyville Refinery is

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insufficient, we would need to purchase pet coke from third parties on the open market, which could negatively impact our results of operations to the extent third-party pet coke is unavailable or available only at higher prices.

Currently, we purchase 100% of the pet coke our Coffeyville Refinery produces.

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Such an event could result in civil lawsuits, fines, penalties and regulatory enforcement proceedings, all of which could lead to significant liabilities.

Any damage or injury to persons, equipment or property or other disruption of our ability to produce or distribute products could result in a

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significant decrease in operating revenues and significant additional costs to replace or repair and insure our assets, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.

Any damage or injury to persons, equipment or property or other disruption of our ability to produce or distribute products could result in a significant decrease in operating revenues and significant additional costs to replace or repair and insure our assets, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.

In addition, we may incur significant losses or increased costs relating to the operation of railcars used for the purpose of carrying various products, including ammonia.

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Litigation arising from accidents involving ammonia and other products we produce or transport may result in us being named as a defendant in lawsuits asserting claims for substantial damages, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.

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Risks Related to Our Capital Structure

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Covenants in our debt agreements could limit our ability to incur additional indebtedness and engage in certain transactions, as well as limit operational flexibility, which could adversely affect our liquidity and ability to pursue our business strategies.

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ability to engage in acts that may be in our long-term best interest, including restrictions on the ability, among other things, to:

Our debt facilities and instruments contain, and any instruments governing future indebtedness would likely contain, a number of covenants that impose significant operating and financial restrictions on us and our subsidiaries and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on the ability, among other things, to:

incur, assume, or guarantee additional indebtedness or issue redeemable or preferred stock;

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Any failure to comply with these covenants could result in a default under existing debt facilities and instruments.

Upon a default, unless waived, the lenders under such debt facilities and instruments would have all remedies available to a secured lender and could elect to terminate their commitments, cease making further loans, institute foreclosure proceedings against assets, and force bankruptcy or liquidation, subject to any applicable intercreditor agreements.

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proceedings against assets, and force bankruptcy or liquidation, subject to any applicable intercreditor agreements.

In addition, a default under existing debt facilities and instruments would trigger a cross default under other agreements and could trigger a cross default under the agreements governing future indebtedness.

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future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, many of which are beyond our control;

future ability to borrow under the CVR Energy ABL and the CVR Partners’ ABL, the availability of which depends on, among other things, complying with the covenants in the applicable facility and with covenants in our new term loan facility in the amount of $325 million (the “Term Loan”);

future ability to borrow under the CVR Energy ABL and the CVR Partners’ ABL, the availability of which depends on, among other things, complying with the covenants in the applicable facility;

and future ability to obtain other financing.

During the second half of 2024, certain external factors such as volatile commodity pricing, higher industry utilization and oversupply had an unfavorable impact on our business, especially on our Petroleum Segment, and negatively impacted cash from operations, our primary source of liquidity.

The fire incident at the Wynnewood Refinery in the second quarter of 2024 and weather-related external power outages at both refineries in the third quarter of 2024 also contributed to the negative impact on our cash from operations during the second half of 2024, as further discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Report.

We cannot offer any assurance that our businesses will generate sufficient cash flow from operations, or that we will be able to draw under our credit facilities or from other sources of financing, in an amount sufficient to fund respective liquidity needs.

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Our Board may authorize us to issue the available authorized shares of common stock or preferred stock without notice to, or further action by, our stockholders, unless stockholder approval is required by law or the rules of the NYSE.

The issuance of

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additional shares of common stock or preferred stock may significantly dilute the equity ownership of the current holders of our common stock.

The issuance of additional shares of common stock or preferred stock may significantly dilute the equity ownership of the current holders of our common stock.

An increase in interest rates will cause our debt service obligations to increase.

While the Federal Reserve lowered its target range for the federal funds rate 100 basis points in the later half of 2024, it previously raised the rate by 525 basis points from March 2022 through July 2023.

While the Federal Reserve lowered its target range for the federal funds rate by 75 and 100 basis points in the later half of 2025 and 2024, respectively, it previously raised the rate by 525 basis points from March 2022 through July 2023.

Any subsequent increase in the interest rates associated with our floating rate debt would increase our debt service costs and affect our results of operations and cash flow available for payments of our debt obligations.

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In February 2023, the Company completed the transformation of its business to segregate its renewables business, which included the transfer of assets into multiple newly formed entities and the execution of contractual arrangements among the Company’s subsidiaries.

Such reorganization could subject the Company to increased costs and operational complexity and other risks.

Such reorganization could subject the Company to increased costs and operational complexity and

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The reorganization may not be successful for many reasons, including but not limited to adverse legal and regulatory developments that may affect particular business lines.

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The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third-party from seeking to acquire a majority of the Company’s outstanding common stock, which may adversely affect the market price of the Company’s common stock.

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 his indirect control of CVR Energy’s outstanding common stock to approximately 67%.

In connection with the tender offer, the Company entered into a Tender Offer Agreement (the “Tender Offer Agreement”) among the Company, IEP, Icahn Enterprises Holdings L.P.

(“Icahn Enterprises”) and Mr.

Icahn (together with IEP and Icahn Enterprises, the “Icahn Parties”), pursuant to which Icahn Enterprises agreed to commence a tender offer to purchase up to 17,753,322 of the outstanding shares of the Company’s common stock, par value $0.01 per share (collectively, the “TO Shares”), at a price of $18.25 per TO Share, subject to any required withholding of taxes, net to seller in cash, without interest (the “Offer”).

Pursuant to the terms of the Tender Offer Agreement, the Company filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 disclosing that a special committee of the Board had determined to express no opinion and remain neutral with respect to the Offer.

The foregoing description of the Tender Offer Agreement is qualified in its entirety by reference to the Tender Offer Agreement, which is incorporated by reference as Exhibit 10.45 to this Report and is incorporated herein by reference.

Icahn’s interests may not always be consistent with the Company’s interests or with the interests of the Company’s other stockholders.

Icahn and entities controlled by him may also pursue acquisitions or business opportunities in industries

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in which we compete, and there is no requirement that any additional business opportunities be presented to us.

Icahn and entities controlled by him may also pursue acquisitions or business opportunities in industries in which we compete, and there is no requirement that any additional business opportunities be presented to us.

We also have and may in the future enter into transactions to purchase goods or services with affiliates of Mr.

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In addition, in the event of a sale or transfer of some or all of Mr.

Icahn’s interests in us to an unrelated party or group, a change of control could be deemed to have occurred under the terms of the indenture governing CVR Energy’s 5.750% Senior Notes due 2028, under the indenture governing CVR Partners’ 6.125% Senior Secured Notes due 2028 and under the indenture governing CVR Energy’s 8.500% Senior Notes due 2029, which, in each case, could require the issuers to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued interest to the date of repurchase, and an event of default could be deemed to have occurred under the CVR Energy ABL and the CVR Partners ABL, which, in each case, could allow lenders to accelerate indebtedness owed to them.

Icahn’s interests in us to an unrelated party or group, a change of control could be deemed to have occurred under the terms of the indenture governing CVR Energy’s 5.750% Senior Unsecured Notes due 2028, under the indenture governing CVR Partners’ 6.125% Senior Secured Notes due 2028 and under the indenture governing CVR Energy’s 7.500% Senior Notes due February 2031 and 7.875% Senior Notes due February 2034, which, in each case, could require the issuers to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued interest to the date of repurchase, and an event of default could be deemed to have occurred under the CVR Energy ABL and the CVR Partners ABL, which, in each case, could allow lenders to accelerate indebtedness owed to them.

If such an event were to occur, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or repay amounts outstanding under the CVR Energy ABL or the CVR Partners ABL, if any.

Our stock price may decline due to sales of shares by Mr.

Sales of substantial amounts of the Company’s common stock, or the perception that these sales may occur, may adversely affect the price of the Company’s common stock and impede its ability to raise capital through the issuance of equity securities in the future.

Our stock price may decline due to sales or acquisition of shares by Mr.

Sales of substantial amounts of the Company’s common stock, or the perception that these sales may occur, or the acquisition of additional shares, by Mr.

Icahn or entities he controls may adversely affect the price of the Company’s common stock and impede its ability to raise capital through the issuance of equity securities in the future.

Icahn could elect in the future to request that the Company file a registration statement to sell shares of the Company’s common stock.

Icahn were to sell a large number of shares into the public markets, or if investors perceived that such a sale may occur, the price of the Company’s common stock could decline.

Additional acquisitions of shares by Mr.

Icahn could further reduce the shares of the Company eligible for trading.

Icahn were to sell a large number of shares into the public markets, or if investors perceived that such a sale may occur, or if Mr.

Icahn were to acquire additional shares, the price of the Company’s common stock could decline.

We cannot predict future fluctuations in our stock price resulting from actions of Mr.

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Icahn may or may not take concerning his ownership of our common stock.

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We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and are relying on, exemptions from certain corporate governance requirements.

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New tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future.

We cannot predict whether any future

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changes to U.S.

We cannot predict whether any future changes to U.S.

tax policy, including as a result of the new presidential administration, will occur, nor can we predict the impact to our business of any such changes.

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We do not expect any material impacts from these provisions.

In addition, the OBBB contains numerous other changes to U.S.

tax law including, but not limited to, the permanent reinstatement of “bonus” depreciation for certain tangible property, the permanent reinstatement of elective expensing of domestic research and experimental expenditures, the permanent relaxation of the limitation of the deductibility of business interest and certain other changes to international tax provisions.

The OBBB also made significant changes to certain tax credits available under the Inflation Reduction Act.

Risks Related to Our Ownership in CVR Partners

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federal income tax purposes, it would pay U.S.

federal income tax on all of its taxable income at the corporate tax rate.

federal income tax on all of

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its taxable income at the corporate tax rate.

Distributions to its common unitholders (including us) would generally be taxed again as corporate distributions, and no income, gains, losses, or deductions would flow through to such common unitholders.

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Moreover, the Company may terminate the services agreement with CVR Partners at any time, subject to a 90-day notice period.

In addition, key executive officers of the Company, including its president and chief

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executive officer, chief financial officer, and general counsel, will face conflicts of interest if decisions arise in which CVR Partners and the Company have conflicting points of view or interests.

In addition, key executive officers of the Company, including its president and chief executive officer, chief financial officer, and general counsel, will face conflicts of interest if decisions arise in which CVR Partners and the Company have conflicting points of view or interests.

General Risks Related to CVR Energy

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amortization of acquired assets, which would reduce future reported earnings;

and possible adverse short-term effects on our cash flows or operating results.

and possible adverse short-term effects on our cash flows or

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operating results.

Also, our investments may not be successful for many reasons, including, but not limited to, lack of control;

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Operational issues at our facilities, including the fire incident at the Wynnewood Refinery in the second quarter of 2024 and weather-related external power outages at both refineries in the third quarter of 2024, negatively impacted our cash from operations during 2024.

Moreover, the planned turnaround at the Coffeyville Refinery started in January 2025, with a total estimated cash outlay of $175 million to $200 million.

Moreover, the planned turnaround at the Coffeyville Refinery started in January 2025 and was completed in April 2025, with a total cash outlay of approximately $210 million.

As a result of these factors, the Board elected to suspend payment of the cash dividend in October 2024 and has implemented additional cost-saving factors that are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Report.

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Dividends are subject to change at the discretion of the Board and may change from quarter to quarter and may not be paid at historical rates or at all.

Our ability to continue paying dividends is subject to our ability to continue to generate sufficient

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cash flow from our segments, and the amount of dividends we are able to pay each year may vary, possibly substantially, based on market conditions, crack spreads, our capital expenditure and other business needs, covenants contained in any debt agreements we may enter into in the future, covenants contained in existing debt agreements, and the amount of distributions we receive from CVR Partners.

Our ability to continue paying dividends is subject to our ability to continue to generate sufficient cash flow from our segments, and the amount of dividends we are able to pay each year may vary, possibly substantially, based on market conditions, crack spreads, our capital expenditure and other business needs, covenants contained in any debt agreements we may enter into in the future, covenants contained in existing debt agreements, and the amount of distributions we receive from CVR Partners.

If the amount of our dividends decreases, the trading price of our common stock could be materially adversely affected as a result.

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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.

What changed 10-K

Item 1A. Risk Factors