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Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-19 · 367 added, 384 removed, 883 unchanged (46% of the section changed)

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We have audited the accompanying consolidated balance sheets of CVR Energy, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 18, 2026, expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Cash and cash equivalents (including $ 69 and $ 91 , respectively, of consolidated variable interest entity (“VIE”))

Reserved funds for debt payment — 598

Accounts receivable, net (including $ 59 and $ 65 , respectively, of VIE)

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Current liabilities:

Current portion of long-term debt and finance lease obligations (including $ 1 and $ 0 , respectively, of VIE)

Accounts payable (including $ 48 and $ 37 , respectively, of VIE)

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CVR Energy stockholders’ equity:

Preferred stock, $ 0.01 par value per share;

50,000,000 shares authorized;

Common stock, $ 0.01 par value per share;

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Depreciation and amortization 9 8 7

Loss on asset disposals — 2 11

Other operating expenses, net 7 — 2

Operating income 182 58 1,123

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Interest expense, net ( 108 ) ( 77 ) ( 52 )

Other income (expense), net 38 14 ( 77 )

Income before income tax expense 19 1,085 801

Other income, net 6 38 14

Income before income taxes 80 19 1,085

Income tax (benefit) expense ( 10 ) ( 26 ) 207

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Distributions from CVR Partners to public unitholders — — — — — — ( 178 ) ( 178 )

Changes in equity due to CVR Partners’ common unit repurchases — — ( 2 ) — — ( 2 ) ( 9 ) ( 11 )

Balance at December 31, 2023 100,629,209 1 1,508 ( 660 ) ( 2 ) 847 191 1,038

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Net income — — — 27 — 27 63 90

Dividends paid to CVR Energy stockholders — — — ( 151 ) — ( 151 ) — ( 151 )

Distributions from CVR Partners to public unitholders — — — — — — ( 44 ) ( 44 )

Distributions from CVR Partners to public unitholders and IEP — — — — — — ( 80 ) ( 80 )

Balance at December 31, 2025 100,629,209 $ 1 $ 1,508 $ ( 777 ) $ ( 2 ) $ 730 $ 168 $ 898

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CVR ENERGY, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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( 8 ) ( 50 ) 67

(Gain) loss on sale of investments and asset disposals ( 24 ) 2 11

Unrealized loss (gain) on derivatives, net 22 ( 32 ) 5

Loss (gain) asset write-downs and asset disposals 7 ( 24 ) 2

Unrealized (gain) loss on derivatives, net ( 4 ) 22 ( 32 )

Share-based compensation 42 15 34

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Other items 10 7 2

Changes in assets and liabilities:

Changes in working capital:

Accounts receivable 60 ( 9 ) 51

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Other current liabilities ( 289 ) ( 11 ) ( 386 )

Other long-term assets and liabilities ( 24 ) ( 12 ) ( 7 )

Net cash provided by operating activities 144 404 948

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Cash flows from financing activities:

Principal payments on Term Loan ( 168 ) — —

Proceeds from issuance of long-term debt — 325 600

Principal payments on senior secured notes — ( 600 ) —

Repurchase of common units by CVR Partners — — ( 12 )

Dividends to CVR Energy’s stockholders — ( 151 ) ( 453 )

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Cash, cash equivalents, reserved funds, and restricted cash, beginning of period (1)

987 1,186 517

Cash, cash equivalents, reserved funds and restricted cash, end of period $ 511 $ 987 $ 1,186

(1) As of December 31, 2023, consisted of $ 581 million of cash and cash equivalents, $ 598 million of reserved funds, and $ 7 million of restricted cash.

The reserved funds and restricted cash were released in the first quarter of 2024.

As of December 31, 2022, consisted of $ 510 million of cash and cash equivalents and $ 7 million of restricted cash.

The accompanying notes are an integral part of these consolidated financial statements.

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(“CVR Energy”, “CVR” , “we” , “us” , “our” , or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”), the renewable fuels industry (the “Renewables Segment”), and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”).

The Petroleum Segment refines and markets high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates, as well as activities related to crude gathering and logistics that support the refinery operations.

The Petroleum Segment refines and markets high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates, as well as activities related to crude oil gathering and logistics that support refinery operations.

The Renewables Segment refines renewable feedstocks, such as soybean oil, corn oil, and other renewable feedstocks, into renewable diesel and markets renewables products.

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Icahn (“IEP”), owned approximately 70 % of the Company’s outstanding common stock.

On January 8, 2025, IEP acquired an additional 1 % ownership, or 878,212 additional shares of CVR Energy’s outstanding common stock at a price of $ 18.25 per share.

In December 2025, the Company reverted the renewable diesel unit (“RDU”) at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”) back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business.

The Company maintains the option to switch back to renewable diesel service if incentivized to do so.

Refer to Note 4 (“Long-Term Assets”) for further discussion.

CVR Partners, LP

Interest Holders - As of December 31, 2024, public common unitholders held approximately 61 % of CVR Partners’ outstanding common units;

CVR Energy, through its subsidiaries, held approximately 37 % of CVR Partners’ outstanding common units and held 100 % of CVR Partners’ general partner interests, while IEP held the remaining approximately 2 % of CVR Partners’ outstanding common units.

The noncontrolling interest reflected on the Consolidated Balance Sheets of CVR is only impacted by the results of, distributions from, and unit repurchases by CVR Partners.

Unit Repurchase Program - On May 6, 2020, CVR Partners announced that the board of directors of CVR Partners’ general partner (the “UAN GP Board”), on behalf of CVR Partners, authorized a unit repurchase program, which was increased on February 22, 2021 (the “Unit Repurchase Program”).

The Unit Repurchase Program authorized CVR Partners to repurchase up to $ 20 million of CVR Partners’ common units.

On February 20, 2024, the UAN GP Board, on behalf of CVR Partners, terminated the nominal authority remaining under the Unit Repurchase Program.

From authorization through March 2022, CVR Partners repurchased, on a split-adjusted basis, 759,250 common units on the open market in accordance with a repurchase agreement under Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, at a cost of $ 20 million exclusive of transaction costs, or an average price of $ 26.33 per common unit.

Prior to the termination of the Unit Repurchase Program in 2024 and for the year ended December 31, 2023, CVR Partners did not repurchase any common units.

As of December 31, 2025, public common unitholders held approximately 60 % of CVR Partners’ outstanding common units;

CVR Energy, through its subsidiaries, held approximately 37 % of CVR Partners’ outstanding common units and 100 % of CVR Partners’ general partner interests, while IEP held approximately 3 % of CVR Partners’ outstanding common units.

The noncontrolling interest reflected on the Consolidated Balance Sheets of CVR is only impacted by the results of and distributions from CVR Partners.

Subsequent Events

The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements.

Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred.

The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes thereto through the date of issuance.

Where applicable, the notes to these consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.

(2) Summary of Significant Accounting Policies

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As the 100 % owner of the general partner of CVR Partners, the Company has the sole ability to direct the activities that most significantly impact the economic performance of CVR Partners and is considered the primary beneficiary.

Use of Estimates

The consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates are reviewed on an

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

Effective with this Annual Report on Form 10-K for the year ended December 31, 2024 (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.

The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery located in Wynnewood, Oklahoma (the “Wynnewood Refinery”).

Results of the Renewables Segment were not previously included within our reportable segments, rather included within “Other”.

Prior period segment information has been retrospectively adjusted to reflect the current segment presentation.

Refer to Note 15 (“Business Segments”) for segment disclosures.

In addition, certain other immaterial reclassifications have been made within the consolidated financial statements for prior periods to conform with current presentation.

Use of Estimates

Estimates are reviewed on an ongoing basis, based on currently available information.

ongoing basis, based on currently available information.

Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates.

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Cash, reserved funds and cash equivalents include cash on hand, demand deposits, and investments in highly liquid money market accounts with original maturities of three months or less.

We maintain cash and cash equivalent balances with few financial institutions, which may at times be in excess of federally insured levels.

We maintain cash and cash equivalent balances with a few financial institutions, which may at times be in excess of federally insured levels.

Restricted Cash

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The largest concentration of credit for any one customer was approximately 8 % and 10 % of the Accounts receivable, net balance at December 31, 2025 and 2024, respectively.

The Company had no bad debt expense for the years ended December 31, 2024, 2023, and 2022.

The balance in the allowance for doubtful accounts was less than $ 1 million as of December 31, 2025.

There was no balance in the allowance for doubtful accounts as of December 31, 2024.

Inventories consist primarily of domestic and foreign crude oil, blending stock and components, work-in-progress, and refined fuels and by-products for the Petroleum Segment, soybean and corn oil, blending stock and components, work-in-progress, and renewable diesel for the Renewables Segment, and fertilizer products and raw materials (primarily pet coke) for the Nitrogen Fertilizer Segment.

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We also estimate the usual and customary transportation costs required to move the inventory from our facilities to the appropriate points of sale, if material.

We then apply an estimated selling price to our inventories based primarily on actual prices observed

We then apply an estimated selling price to our inventories based primarily on actual prices observed subsequent to the end of the reporting period with any remaining volumes’ selling price estimated using indicative market pricing available as of the time the estimate is made.

For our Nitrogen Fertilizer Segment, depending on inventory levels, the estimated per-ton net realizable value of fertilizer products is determined using observable selling prices based on, in order of priority, in-transit, open, and fixed-price orders that have not shipped.

For any inventory volumes not supported by such orders, management estimates the net realizable value using market-based prices obtained from third-party sources that are closest to the date the inventory is expected to be sold.

Estimated selling prices are reduced, as applicable, by unreimbursed freight costs and other predictable selling costs to arrive at net realizable value.

Certain inventories in the Petroleum, Renewables and Nitrogen Fertilizer Segments, including other raw materials, spare parts, and supplies, are valued at the weighted moving-average cost, which approximates FIFO.

The cost of inventories includes inbound freight costs.

Property, Plant and Equipment, net

Additions to property, plant and equipment, including certain costs allocable to construction and property purchases, are recorded at cost.

Interest costs are capitalized in accordance with ASC 835-20.

The interest capitalization rate is calculated for each individual segment by dividing the interest expense on senior secured notes by the senior notes balance of the previous year.

The capitalization rate is applied to the carrying amount of expenditures to determine the amount of interest to be

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

subsequent to the end of the reporting period with any remaining volumes’ selling price estimated using indicative market pricing available as of the time the estimate is made.

For our Nitrogen Fertilizer Segment, depending on inventory levels, the per-ton realizable value of our fertilizer products is estimated using pricing on in-transit orders, pricing for open, fixed-price orders that have not shipped, and, if volumes remain unaccounted for, current management pricing estimates for fertilizer products.

Management’s estimate for current pricing reflects up-to-date pricing in the market as of the end of each reporting period.

Reductions to selling prices for unreimbursed freight costs are included to arrive at net realizable value, as applicable.

The cost of inventories includes inbound freight costs.

Property, Plant and Equipment, net

Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost.

capitalized each month.

Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized, while expenditures for routine maintenance and repair costs are expensed when incurred and are reported in Direct operating expenses (exclusive of depreciation and amortization) in the Company’s Consolidated Statements of Operations.

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The Company accounts for investments in which it has a noncontrolling interest, yet has significant influence over the entity, using the equity method of accounting, whereby the Company records its pro-rata share of earnings, contributions to, and distributions from, as adjustments to the investment balance in Other long-term assets on our Consolidated Balance Sheets.

The pro-rata share of earnings is also recorded in Other income (expense), net on our Consolidated Statements of Operations.

The pro-rata share of earnings is also recorded in Other income, net on our Consolidated Statements of Operations.

On a quarterly basis, or when a triggering event has been identified, the Company assesses our equity method investments for other-than-temporary impairment.

If it is determined that an other-than-temporary impairment has occurred, the Company records an impairment charge in Other income, net on the Consolidated Statements of Operations sufficient to reduce the investment’s carrying value to its fair value, resulting in a new cost basis on the Consolidated Balance Sheets.

At inception, the Company determines whether an arrangement is a lease and, if so, the appropriate lease classification.

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Leases with an initial expected term of 12 months or less are considered short-term and are not recorded on our Consolidated Balance Sheets.

The Company recognizes operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense on a straight-line basis over the lease term within Depreciation and amortization and Interest expense, net.

The Company recognizes operating lease expense on a straight-line basis over the lease term within Direct operating expenses (exclusive of depreciation and amortization) and Cost of materials and other and finance lease expense using the effective-interest method over the lease term within Depreciation and amortization and Interest expense, net.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of minimum lease payments over the lease term using an incremental borrowing rate with a maturity similar to the lease term.

The lease term is modified to reflect options to extend or terminate the lease when it is reasonably certain we will exercise such option.

The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise, in which case the depreciation policy in the “Property, Plant and Equipment,

The periodic lease payments are treated as payments of the lease obligation.

A lease modification is assessed to conclude whether it is a separate new contract or a modified contract.

If it is a modified contract, the Company reconsiders the lease classification and remeasures the lease.

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net” section above is applicable.

The periodic lease payments are treated as payments of the lease obligation and interest is recorded as interest expense.

A lease modification is assessed to conclude whether it is a separate new contract or a modified contract.

If it is a modified contract, the Company reconsiders the lease classification and remeasures the lease.

Deferred Financing Costs

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The liability is recorded when there is a legal or contractual obligation to incur costs to retire the asset and only when a reasonable estimate of the fair value can be made.

Certain of the Company’s assets can be used for extended or indeterminate periods of time with proper maintenance and upgrades, which the Company intends, and has a historical practice of, to maintain and upgrade as technological advances are made available.

As a result, the Company believes these assets have indeterminate lives for purposes of estimating AROs.

Refining and other processing assets can be used for extended or indeterminate periods of time with proper maintenance and upgrades, which the Company intends, and has a historical practice of, to support functionality of these assets as technological advances are made available.

As a result, since the dates to retire these assets cannot be reasonably estimated, the Company believes these assets have indeterminate lives for purposes of estimating AROs.

A liability will be recognized at such time when sufficient information exists to estimate a date or range of potential settlement dates needed to employ a present value technique to estimate fair value.

Renewable Fuel Standard Obligation

The Company is subject to the EPA’s Renewable Fuel Standard (“RFS”), which, absent any exemption or waiver, requires obligated parties to blend specified amounts of renewable fuels, called a Renewable Volume Obligation (“RVO”), into its transportation fuels or purchase renewable fuel credits, known as renewable identification numbers (“RINs”), to satisfy its RVO.

Because the Company is not able to blend the majority of its transportation fuels, it must purchase RINs from third parties.

The Company measures its RINs position on a net basis at each reporting period.

When RINs required to satisfy the RVO exceed the RINs held, the liability is recorded at fair value using broker‑quoted market prices and presented in Other current liabilities on our Consolidated Balance Sheets.

When RINs held exceed the RVO, the excess is recorded at cost in Other current assets on our Consolidated Balance Sheets.

Loss Contingencies

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The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss will be incurred and the loss can be reasonably estimated.

Accrued amounts are reflected in Other current liabilities or Other long-term liabilities depending on when the Company expects to expend such amounts and are adjusted as additional information becomes available or upon a change in circumstance, as applicable.

Accrued amounts, if any, are reflected in Other current liabilities or Other long-term liabilities on our Consolidated Balance Sheets depending on when the Company expects to expend such amounts and are adjusted as additional information becomes available or upon a change in circumstance, as applicable.

Insurance recoveries and recoveries related to loss contingencies are recognized as receivables in Other current assets only when an enforceable contract is in place covering the loss event and realization of the claim underlying the recovery is probable.

The probable recovery asset is not netted against potential liabilities.

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CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Environmental, Health & Safety (“EH&S”) Matters

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Accrued amounts are reflected in Other current liabilities or Other long-term liabilities depending on when the Company expects to expend such amounts.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

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Cost Classifications

Cost of materials and other consists primarily of costs for crude oil, feedstock blendstocks, purchased refined products, purchased ammonia, purchased hydrogen, pet coke, Renewable Identification Numbers (“RINs”), derivative gains or losses, and freight and distribution.

Cost of materials and other consists primarily of costs for crude oil, feedstock blendstocks, purchased refined products, purchased ammonia, purchased hydrogen, pet coke, RINs, derivative gains or losses, and freight and distribution.

Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, including applicable share-based compensation expense, property taxes, plant-related maintenance services, including turnaround expenses for the Nitrogen Fertilizer Segment, and environmental and safety compliance costs, as well as catalyst and chemical costs.

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These contracts usually meet the definition of a derivative and qualify for the normal purchase normal sale exception following the accrual method of accounting.

All other derivative instruments are recorded in Prepaid expenses and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities on our Consolidated Balance Sheets depending on the derivative position and when it will be settled, and are measured at fair value with changes to the fair value recognized in Cost of materials and other in the Consolidated Statements of Operations.

Fair Value of Financial Instruments

Financial instruments consist of cash and cash equivalents, reserved funds, restricted cash, accounts receivable, accounts payable, operating and finance lease obligations, and long-term debt are carried at cost and approximate their estimated fair value, except for the long-term debt.

The Company’s derivative instruments and RFS obligations are recognized at fair value.

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and are measured at fair value with changes to the fair value recognized in Cost of materials and other in the Consolidated Statements of Operations.

Fair Value of Financial Instruments

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, operating and finance lease obligations, and long-term debt are carried at cost and approximate their estimated fair value, except for the long-term debt.

The Company’s derivative instruments and RFS obligations are recognized at fair value.

Turnaround Expenses

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Costs incurred for routine repairs and maintenance or unplanned outages at our facilities are expensed as incurred.

Planned turnaround activities for the Petroleum Segment vary in frequency dependent on refinery units, but generally occur every four to five years , while the frequency of turnarounds in the Nitrogen Fertilizer Segment is generally every three years .

Major planned turnaround activities for the Petroleum Segment vary in frequency dependent on refinery units, but generally occur every four to five years , with minor turnaround activities occurring more frequently, while the frequency of turnarounds in the Nitrogen Fertilizer Segment is generally every three years .

Further details of each segment’s turnaround expensing method are discussed below.

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Costs associated with these turnaround activities are included in Direct operating expenses (exclusive of depreciation and amortization) on our Consolidated Statements of Operations.

During the years ended December 31, 2024, 2023, and 2022, the Nitrogen Fertilizer Segment incurred turnaround expenses of less than $ 1 million, $ 2 million, and $ 33 million, respectively.

During the years ended December 31, 2025, 2024, and 2023, the Nitrogen Fertilizer Segment incurred turnaround expenses of $ 17 million, less than $ 1 million, and $ 2 million, respectively.

Share-Based Compensation

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Any previously recognized compensation expense is reversed in the period of forfeiture, and the corresponding liability is extinguished.

There were no dilutive awards outstanding during the years ended December 31, 2024, 2023, and 2022.

Income taxes are accounted for utilizing the asset and liability approach.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In assessing the realizability of the deferred income tax assets, including net operating loss and state tax credit carryforwards, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Further, the Company recognizes interest expense (income) and penalties on uncertain tax positions and income tax deficiencies (refunds) in Income tax (benefit) expense.

In assessing the realizability of the deferred income tax assets, including net operating loss and state tax credit carryforwards, management

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Recent Accounting Pronouncements - Adoption of Segment Reporting Standard

In November 2023, FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and information used in assessing segment performance on an annual and interim basis.

The guidance also requires that a public entity that has a single reportable segment provide all the disclosures required by the guidance and all existing segment disclosures under the FASB Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting .

This standard is effective for the Company’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 and should be applied retrospectively to all comparative periods.

Effective with this Report, the Company adopted this ASU.

Refer to Note 15 (“Business Segments”) for the required segment disclosures.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows.

This standard is effective for the Company’ annual reporting period beginning January 1, 2025 with early adoption permitted.

While the Company does not expect adoption will have a material impact on its consolidated financial statements, it currently expects additional disclosures will be included for its annual reporting period beginning January 1, 2025 and interim reporting periods beginning January 1, 2026.

The Company does not intend to early adopt this ASU.

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disclosure of specific information about costs and expenses within relevant expense captions on the face of the income statement, qualitative descriptions for expense captions not specifically disaggregated quantitatively, and the total amount and definition of selling expenses for interim and annual reporting periods.

This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028 and should be applied retrospectively to all comparative periods.

Early adoption is permitted.

The Company is currently evaluating the effects of adopting this new accounting guidance.

considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Further, the Company recognizes interest expense (income) and penalties on uncertain tax positions and income tax deficiencies (refunds) in Income tax (benefit) expense.

Recently Adopted Accounting Pronouncement

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational opportunities, affect the tax rate and prospects for future cash flows.

Effective with this Report, the Company adopted this ASU, utilizing the retrospective application as permitted in the standard and has included all required disclosures.

Refer to Note 13 (“Income Taxes”) for the income tax disclosures.

Recently Issued Accounting Pronouncements But Not Yet Implemented

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement.

This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028.

Retrospective application to comparative periods is optional, and early adoption is permitted.

The Company continues to evaluate the impact of adopting this new accounting guidance but anticipates that the adoption will primarily affect disclosures and it will not have a material impact on the results of operations, financial condition or cash flows.

In September 2025, the FASB issued ASU 2025-06, Intangibles (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, including the elimination of accounting consideration of software project development stages and enhancement of the guidance around the ‘probable-to-complete’ threshold.

This standard is effective for the Company’s annual and interim reporting periods beginning January 1, 2028.

Retrospective application to comparative periods is optional, and early adoption is permitted.

The Company is evaluating the effects of adopting this new accounting guidance.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) , which establishes the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income.

This standard is effective for the Company’s annual reporting period beginning January 1, 2029 and interim reporting periods beginning within that annual reporting period.

Retrospective application to comparative periods is optional, and early adoption is permitted.

The Company is evaluating the potential impacts of adopting this new accounting guidance .

(3) Inventory

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Total inventories $ 472 $ 502

At December 31, 2024 and December 31, 2023, the Renewables Segment had inventories with carrying amounts exceeding their net realizable value, which is estimated using indicative market pricing available at the time the estimate was made.

As a result, we recognized losses of $ 5 million and $ 4 million in Cost of materials and other in the Company’s Consolidated Statements of Operations for the years ended December 31, 2024 and 2023, respectively, to reflect the net realizable value of such inventories.

No adjustment was necessary for the year ended December 31, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) Long-Term Assets

Property, Plant, and Equipment

11 unchanged sentences

For the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expenses related to property, plant, and equipment were $ 325 million, $ 238 million, and $ 221 million, respectively, and capitalized interest was $ 10 million, $ 7 million, and $ 8 million, respectively.

The Company reverted the RDU at Wynnewood back to hydrocarbon processing service in December 2025, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business.

While the Company maintains the option to switch back to renewable diesel service if incentivized to do so, the following impacts were recorded in our Renewables Segment during 2025:

• The Company assessed the Petroleum and Renewables asset group for impairment in accordance with ASC 360-10 and concluded the carrying value of the asset group was recoverable.

However, the remaining useful lives of certain assets within the Renewables Segment were adjusted as a result of changes in their expected utilization beginning in September 2025.

Approximately $ 93 million of the impacted property, plant and equipment’s carrying value was fully depreciated before the reversion of the Wynnewood Refinery RDU back to hydrocarbon processing commenced.

• The Company performed a detailed assessment of the recoverability of remaining assets of the Renewables Segment, including capital projects.

As a result, the Company recognized asset write-down charges of approximately $ 5 million in Other operating expenses, net.

All other assets and projects under construction were determined to remain realizable for current or future operations.

During the years ended December 31, 2025, 2024, and 2023, the Company had not identified the existence of an impairment indicator for our long-lived asset groups as outlined under the FASB ASC Topic 360, Property, Plant, and Equipment .

Other Long-Term Assets

As of December 31, 2025 and 2024, Other long-term assets included turnaround assets, net of accumulated amortization of $ 242 million and $ 124 million, respectively, and amortization expense related to turnaround assets was $ 72 million, $ 54 million and $ 72 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(5) Equity Method Investments

We have variable interest in certain entities for which we have applied the VIE model under FASB ASC Topic 810, Consolidation and determined that these entities are variable interest entities.

While we concluded we are not the primary beneficiary of these entities, we do have significant influence over their operating and financial policies and, therefore, applied the equity method of accounting for the respective investments.

These investments are presented within Other long-term assets on our condensed consolidating financial statements:

While we concluded we are not the primary beneficiary of these entities, we do have significant influence over their operating and financial policies and, therefore, applied

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the equity method of accounting for the respective investments.

These investments are presented within Other long-term assets on our Consolidated Balance Sheets:

• CVR-CapturePoint Parent LLC (“CVRP JV”) - As part of a series of agreements entered into by our subsidiaries with unaffiliated parties with the objective to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), we received a 50 % interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.

3 unchanged sentences

The Company has elected to record its share of the earnings or loss of Enable JV one month in arrears.

• Midway Pipeline, LLC (“Midway JV”) - On December 23, 2024, a subsidiary of the Company sold the 50 % limited liability company interest in Midway JV (the “Membership Interests”) to Plains Pipeline, L.P.

(“Plains”), pursuant to an Assignment and Assumption of Units, in exchange for cash consideration of approximately $ 90 million, resulting in a gain of $ 24 million included within Other income (expense), net.

Midway Pipeline LLC operates a 16 -inch 99 -mile crude oil pipeline with a capacity of approximately 131,000 barrels per day, which connects the Coffeyville Refinery to the Cushing, Oklahoma oil hub (the “Midway Pipeline”).

Prior to divesting its Membership Interests, the Company elected to record its share of the earnings or loss of Midway JV one month in arrears.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Midway Pipeline, LLC (“Midway JV”) - On December 23, 2024, the Company sold its interest in Midway JV to Plains Pipeline, L.P.

(“Plains”) in exchange for cash consideration of approximately $ 90 million, resulting in a gain of $ 24 million included within Other income, net for the year ended December 31, 2024.

(in millions) CVRP JV Enable JV Midway JV Total

Balance at December 31, 2023 $ 25 $ 5 $ 70 $ 100

CVRP JV inception 46 — — 46

Cash distributions ( 6 ) ( 4 ) ( 13 ) ( 23 )

Equity (loss) income — 4 8 12

Equity income — 4 9 13

Midway JV disposition — — ( 66 ) ( 66 )

Balance at December 31, 2024 19 5 — 24

Cash distributions ( 7 ) ( 4 ) — ( 11 )

( 6 ) ( 4 ) ( 13 ) ( 23 )

Equity income — 4 — 4

Midway JV disposition — — ( 66 ) ( 66 )

Balance at December 31, 2025 $ 12 $ 5 $ — $ 17

(1) Includes a $ 2 million distribution to CVR Partners subsidiaries related to CVRP JV exceeding certain carbon oxide capture and sequestration milestones during 2023 .

Lease Overview

5 unchanged sentences

Additionally, we do not have any material lessor or sub-leasing arrangements.

On December 23, 2024, in connection with the sale of our Membership Interests, a subsidiary of the Company entered into a pipeline transportation agreement, which we classify as an operating lease agreement, with Plains whereby the Company is required to transport all of the crude oil for the Coffeyville Refinery through the Midway Pipeline, except for certain gathered barrels.

The consideration for this lease is 100 % variable based on performance and there is no minimum volume commitment.

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Balance Sheet Summary as of December 31, 2025 and 2024

10 unchanged sentences

Railcars 14 — 16 —

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Lease Expense Summary for the Year Ended December 31, 2025, 2024 and 2023

13 unchanged sentences

Weighted-average discount rate 8.1 % 10.0 % 7.9 % 10.2 %

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Maturities of Lease Liabilities

6 unchanged sentences

Imputed interest

( 15 ) ( 31 )

Total lease liability $ 64 $ 66

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(7) Other Current Liabilities

1 unchanged sentence

(in millions) 2025 2024

Accrued Renewable Fuel Standard (“RFS”) obligation $ 323 $ 329

Accrued RFS obligation $ 72 $ 323

Personnel accruals 58 54

Deferred revenue 51 16

Accrued taxes other than income taxes 50 45

Accrued interest 31 34

Deferred revenue 23 51

Operating lease liabilities 16 16

Share-based compensation 15 8

Accrued income taxes — 25

Current portion of long-term debt and finance lease obligations 14 12

Other accrued expenses and liabilities 12 17

Total other current liabilities $ 291 $ 560

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) Long-Term Debt and Finance Lease Obligations

3 unchanged sentences

5.750 % Senior Notes, due February 2028

Finance lease obligations, net of current portion 2 —

Unamortized debt issuance costs ( 3 ) ( 4 )

Total CVR Energy debt 996 995

Total CVR Energy debt and finance lease obligations, net of current portion 999 996

Petroleum Segment:

11 unchanged sentences

Total long-term debt and finance lease obligations, including current portion $ 1,765 $ 1,919

(1) On December 21, 2023, the Company delivered a notice of redemption to the holders of its 5.25 % Senior Notes, due February 2025 (the “2025 Notes”), that all outstanding amounts of the 2025 Notes, plus any accrued and unpaid interest to the redemption date, would be redeemed on February 15, 2024.

As such, the outstanding balance of the $ 600 million principal amount of the 2025 Notes was classified

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as short-term as of December 31, 2023.

On February 15, 2024, the 2025 Notes were redeemed in full, at par, plus accrued and unpaid interest to the redemption date.

Credit Agreements

5 unchanged sentences

CVR Partners’ Credit Agreement (“CVR Partners ABL”) $ 48 $ — $ — $ 48 September 26, 2028

2031 Notes and 2034 Notes - On February 12, 2026, CVR Energy completed the issuance of $ 1 billion aggregate principal amount of notes, consisting of $ 600 million of 7.500 % Senior Notes due February 2031 (the “2031 Notes”) and $ 400 million of 7.875 % Senior Notes due February 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”).

Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026.

The 2031 Notes will mature on February 15, 2031, unless earlier redeemed or purchased.

The 2034 Notes will mature on February 15, 2034, unless earlier redeemed or purchased.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company’s existing domestic subsidiaries (other than Wynnewood Insurance

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP, UAN Services, LLC and each of their respective subsidiaries and CHC GP, LLC, RHC GP, LLC and FHC GP, LLC) (the “Domestic Subsidiaries”).

In connection with the issuance of the Notes, the Company received $ 993 million of net cash proceeds, net of underwriting fees and other third-party fees and expenses associated with the offering.

The debt issuance costs of the Notes totaled approximately $ 13 million and are being amortized over the terms of the respective notes as interest expense using the effective-interest amortization method.

On or after February 15, 2028 and February 15, 2029, we may on any one or more occasions, redeem all or part of the 2031 Notes and 2034 Notes, respectively, at the redemption prices set forth below expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.

2031 Notes 2034 Notes

12-month period beginning February 15, Percentage 12-month period beginning February 15, Percentage

2028 103.750 % 2029 103.938 %

2029 101.875 % 2030 101.969 %

2030 and thereafter 100.000 % 2031 and thereafter 100.000 %

The indenture governing the Notes contains restrictive covenants limiting the ability of the Company and its restricted subsidiaries (as defined in the indenture) to, among other things:

(i) incur additional indebtedness or issue certain disqualified equity;

(ii) create liens on certain assets;

(iii) pay dividends or make other equity distributions;

(iv) purchase or redeem capital stock;

(v) make certain investments;

(vi) sell certain assets;

(vii) agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the Company;

(viii) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets;

or (ix) engage in transactions with affiliates.

In addition, the indenture contains customary events of default.

2029 Notes - On December 21, 2023, CVR Energy completed the issuance of $ 600 million in aggregate principal amount of 8.500 % Senior Notes, due 2029 (the “2029 Notes”).

1 unchanged sentence

The 2029 Notes mature on January 15, 2029, unless earlier redeemed or purchased.

The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company’s existing domestic subsidiaries (other than Wynnewood Insurance Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP, UAN Services, LLC and each of their respective subsidiaries and CHC GP, LLC, RHC GP, LLC and FHC GP, LLC).

In relation to the issuance of the 2029 Notes, the Company received $ 598 million of net cash proceeds, net of underwriting fees and certain other third-party fees and expenses associated with the offering.

The debt issuance costs of the 2029 Notes totaled approximately $ 4 million and will be amortized over the term of the 2029 Notes as interest expense using the effective-interest amortization method.

These proceeds were reserved for the payment of the 2025 Notes, as defined below, on February 15, 2024 and are presented in Reserved funds for debt payment on our Consolidated Balance Sheets as of December 31, 2023.

The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company’s Domestic Subsidiaries.

On or after January 15, 2026, we may on any one or more occasions, redeem all or part of the 2029 Notes at the redemption price set forth below expressed as a percentage of the principal amount of the respective note, plus accrued and unpaid interest to the applicable redemption date.

12-month period beginning February 15, Percentage

12-month period beginning January 15, Percentage

2026 104.250 %

1 unchanged sentence

2028 100.000 %

The indenture governing the 2029 Notes contains restrictive covenants limiting our ability and the ability of our restricted subsidiaries (as defined in the indenture) to:

The indenture governing the 2029 Notes contains restrictive covenants limiting the Company’s ability and the ability of the Company’s restricted subsidiaries (as defined in the indenture) to:

(i) incur additional indebtedness or issue certain shares of capital stock;

8 unchanged sentences

The indenture also contains customary events of default.

2025 Notes and 2028 Notes - On January 27, 2020, CVR Energy completed a private offering of $ 600 million aggregate principal amount of 5.25 % Senior Unsecured Notes due 2025 (the “2025 Notes”) and $ 400 million aggregate principal amount of 5.75 % Senior Unsecured Notes due 2028 (the “2028 Notes” and, collectively with the 2025 Notes, the “Notes”).

Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 each year, commencing on August 15, 2020.

The 2025 Notes mature on February 15, 2025, unless earlier redeemed or repurchased by the issuers.

The 2028 Notes mature on February 15, 2028, unless earlier redeemed or repurchased by the issuers.

The Notes are jointly and severally guaranteed on a

On February 13, 2026, CVR Energy redeemed all of the outstanding 2029 Notes, at a redemption price equal to 104.250 % of the principal amount, and settled accrued and unpaid interest of approximately $ 25 million through the date of redemption.

As a result of this transaction, the Company will recognize a $ 28 million loss on extinguishment of debt in the first quarter of 2026, which consists of the call premium and write-off of unamortized deferred financing costs.

December 31, 2025 | 96

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

senior unsecured basis by the wholly owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly owned subsidiaries of CVR Energy.

On February 15, 2024, CVR Energy redeemed all of the outstanding 2025 Notes, at par, and settled accrued interest of approximately $ 16 million through the date of redemption.

As a result of this transaction, the Company recognized a $ 1 million loss on extinguishment of debt in the first quarter of 2024, which consists of the write-off of unamortized deferred financing costs.

2028 Notes - On January 27, 2020, CVR Energy completed a private offering of $ 400 million aggregate principal amount of 5.750 % Senior Unsecured Notes due 2028 (the “2028 Notes”).

Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 each year, commencing on August 15, 2020.

The 2028 Notes mature on February 15, 2028, unless earlier redeemed or repurchased by the issuers.

The Notes are jointly and severally guaranteed on a senior unsecured basis by the wholly owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly owned subsidiaries of CVR Energy.

We may on any one or more occasions, redeem all or part of the 2028 Notes at the redemption prices set forth below expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.

1 unchanged sentence

2025 100.958 %

2026 and thereafter 100.000 %

11 unchanged sentences

In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least 25 % of the 2028 Notes to cause, amongst other available remedies, the acceleration of the respective notes.

On February 17, 2026, CVR Energy redeemed $ 217 million of the outstanding 2028 Notes, at par, and settled accrued and unpaid interest of less than $ 1 million through the date of redemption.

As a result of this transaction, the Company will recognize a less than $ 1 million loss on extinguishment of debt in the first quarter of 2026, which consists of the write-off of unamortized deferred financing costs.

Petroleum Segment

4 unchanged sentences

The obligations under the Term Loan are guaranteed by the Term Loan Borrowers’ direct and indirect, existing and future, wholly owned domestic subsidiaries.

The obligations under the Term Loan and the related guarantees are secured by a second priority lien on the collateral under the CVR Energy ABL, and a first priority lien over substantially all of the Term Loan Borrowers’ and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Term Loan Borrowers or any guarantor and certain real property owned by the Term Loan Borrowers and the guarantors in each case subject to certain customary exceptions.

The obligations under the Term Loan and the related guarantees are secured by a second priority lien on the collateral under the CVR Energy ABL (defined below), and a first priority lien over substantially all of the Term Loan Borrowers’ and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Term Loan Borrowers or any guarantor and certain real property owned by the Term Loan Borrowers and the guarantors in each case subject to certain customary exceptions.

On June 30, 2025, the Term Loan Borrowers prepaid $ 70 million in principal, in addition to required principal and interest payments as set forth in the Term Loan.

On July 25, 2025 and December 31, 2025, the Term Loan Borrowers prepaid an additional $ 20 million and $ 75 million, respectively, in principal of the Term Loan, plus any accrued and unpaid interest to the respective repayment dates.

As a result of these transactions, the Company recognized in Interest expense, net a loss on extinguishment of debt of approximately $ 3 million for the year ended December 31, 2025 related to the write-off of unamortized discount and deferred financing costs.

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On February 12, 2026, the Term Loan Borrowers repaid the aggregate principal balance of the Term Loan and settled accrued interest of approximately $ 1 million through the date of repayment.

As a result of this transaction, the Company will recognize a $ 3 million loss on extinguishment of debt in the first quarter of 2026, which consists of the write-off of unamortized discount and deferred financing costs.

CVR Energy ABL - Certain subsidiaries of the Company (the “Credit Parties”) are parties to that certain Amended and Restated ABL Credit Agreement, dated December 20, 2012, as heretofore amended (as amended, the “CVR Energy ABL”) with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”).

3 unchanged sentences

The CVR Energy ABL is scheduled to mature on June 30, 2027.

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Loans under the CVR Energy ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.50 % plus the Term SOFR or (b) 0.50 % plus a base rate, if the Credit Parties’ quarterly excess availability is greater than 50%, and (ii) (a) 1.75 % plus the Term SOFR or (b) 0.75 % plus a base rate, otherwise.

3 unchanged sentences

On September 26, 2023, the Credit Parties entered into Amendment No.

4 to the Amended and Restated ABL Credit Agreement (the “CVR Energy ABL Amendment”), dated December 20, 2012, with Wells Fargo, as administrative agent and collateral agent, to make certain administrative updates thereto.

The foregoing description of the CVR Energy ABL and CVR Energy ABL Amendment does not purport to be complete and is qualified in its entirety by its terms, which is furnished as an exhibit to this Report.

4 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012, with Wells Fargo, as administrative agent and collateral agent, to make certain administrative updates thereto.

On September 25, 2024, certain subsidiaries of the Company entered into an Incremental Commitment Agreement, as permitted under the CVR Energy ABL, for an amount of $ 70 million, which increased the total aggregate principal amount available under the CVR Energy ABL from $ 275 million to $ 345 million.

On February 12, 2026, the Credit Parties entered into Amendment No.

5 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012, with a group of lenders and the Agent, to, among other things, (i) increase the commitments under the facility from $ 345 million to $ 550 million, which commitments may be further increased up to $ 700 million in accordance with the Amended and Restated ABL Credit Agreement, (ii) extend the maturity date of the facility from June 30, 2027 to February 12, 2031, and (iii) make certain amendments to the borrowing base calculation and negative covenants.

The foregoing description does not purport to be complete and is qualified in its entirety by its terms, which is furnished as an exhibit to this Report.

Nitrogen Fertilizer Segment

5 unchanged sentences

On or after June 15, 2024, the Issuers may, on any one or more occasions, redeem all or part of the 2028 UAN Notes at the redemption prices set forth below, expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.

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12-month period beginning June 15, Percentage

2025 101.531 %

2026 and thereafter 100.000 %

13 unchanged sentences

1 to the Credit Agreement (the “CVR Partners ABL Amendment”) with Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as administrative agent, collateral agent and a lender.

The CVR Partners ABL

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Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “CVR Partners ABL”), by and among the credit parties thereto and Wells Fargo, as administrative agent, collateral agent and a lender, to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $ 15 million to a total of $ 50 million in the aggregate, with an incremental facility of an additional $ 15 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four years to September 26, 2028.

The CVR Partners ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “CVR Partners ABL”), by and among the credit parties thereto and Wells Fargo, as administrative agent, collateral agent and a lender, to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $ 15 million to a total of $ 50 million in the aggregate, with an incremental facility of an additional $ 15 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four years to September 26, 2028.

The CVR Partners ABL provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $ 4 million for swingline loans and $ 10 million for letters of credit.

37 unchanged sentences

We do not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.

As of December 31, 2024, these contracts have a remaining duration of one year .

As of December 31, 2025, the Nitrogen Fertilizer Segment had approximately $ 4 million of remaining performance obligations for contracts with an original expected duration of more than one year.

The Nitrogen Fertilizer Segment expects to recognize $ 4 million of these performance obligations as revenue by the end of 2025, an additional $ 3 million in 2026, and the remaining balance thereafter.

The Nitrogen Fertilizer Segment expects to recognize $ 3 million of these performance obligations as revenue by the end of 2026 and the remainder in 2027.

Contract Balances

A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity during the year ended December 31, 2024 is presented below (in millions) :

Contract Balance Type Balance Sheet Location December 31, 2024 December 31, 2023

A summary of the Nitrogen Fertilizer Segment’s deferred revenue activity is presented below (in millions) :

Contract Balance Type Balance Sheet Location December 31, 2025 December 31, 2024 December 31, 2023

Accounts receivable Accounts receivable, net $ 233 $ 273 $ 265

Deferred revenue Other current liabilities 23 51 16

Long-term deferred revenue Other long-term liabilities 21 27 33

During the years ended December 31, 2024 and 2023, the Company recognized revenue of $ 16 million and $ 46 million, respectively, that was included in the deferred revenue balances as of December 31, 2023 and December 31, 2022, respectively.

During the years ended December 31, 2025 and 2024, the Company recognized revenue of $ 50 million and $ 16 million, respectively, that was included in the deferred revenue balances of $ 78 million and $ 49 million as of December 31, 2024 and December 31, 2023, respectively.

December 31, 2025 | 100

3 unchanged sentences

Major Customers

Petroleum Segment - The Petroleum Segment had one customer that accounted for 10% or more of the petroleum net sales at approximately 13 % for the year ended December 31, 2024 and had two customers that accounted for 10% or more of the petroleum net sales at approximately 15 % and 12 % for the year ended December 31, 2023 and 15 % and 10 % for the year ended December 31, 2022.

Renewables Segment - The Renewables Segment has two customers that each account for approximately 50 % of the renewable net sales for the years ended December 31, 2024, 2023 and 2022.

Nitrogen Fertilizer Segment - The Nitrogen Fertilizer Segment had one customer that accounted for 10% or more of the nitrogen fertilizer net sales at approximately 14 % for the year ended December 31, 2024 and had two customers that accounted for 10% or more of the nitrogen fertilizer net sales at approximately 13 % and 12 % for the year ended December 31, 2023 and 16 % and 14 % for the year ended December 31, 2022.

Petroleum Segment - The Petroleum Segment had one customer that accounted for 10% or more of the petroleum net sales at approximately 12 % and 13 % for the years ended December 31, 2025 and 2024, respectively, and two customers that accounted for 10% or more of the petroleum net sales at approximately 15 % and 12 % for the year ended December 31, 2023.

Renewables Segment - The Renewables Segment had two customers that each account for approximately 50 % of the renewable net sales for the years ended December 31, 2025, 2024, and 2023.

Nitrogen Fertilizer Segment - The Nitrogen Fertilizer Segment had two customers that accounted for 10% or more of the nitrogen fertilizer net sales at approximately 15 % and 13 % for the year ended December 31, 2025 and 13 % and 12 % for the year ended December 31, 2023.

The Nitrogen Fertilizer Segment had one customer that accounted for 10% or more of the nitrogen fertilizer net sales at approximately 14 % for the year ended December 31, 2024.

(10) Derivative Financial Instruments

8 unchanged sentences

( 3,120 ) ( 63 )

Swaps NYMEX RBOB Cracks — ( 1,275 )

Swaps NYMEX 2-1-1 Cracks — ( 3,030 )

Futures Crude ( 75 ) —

Futures ULSD — ( 80 )

Futures Soybean — 79

(1) As of December 31, 2024, the Company held offsetting NYMEX Diesel Crack commodity buy and sell positions of approximately 2.5 million barrels.

(1) As of December 31, 2025 and 2024, the Company held offsetting NYMEX Diesel Crack commodity buy and sell positions of approximately 1.0 million and 2.5 million barrels, respectively.

The following outlines the balances of our commodity derivative instruments after the effects of contract netting and allocation of collateral and their classifications on our Consolidated Balance Sheets.

3 unchanged sentences

$ 7 $ — $ 4 $ —

Other long-term assets

The following table represents CVR Energy’s incurred realized and unrealized net gains from derivative activities, recorded in Cost of materials and other on the Consolidated Statements of Operations:

Year Ended December 31,

(in millions) 2025 2024 2023

Commodity derivative instruments $ 22 $ 13 $ 5

December 31, 2025 | 101

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table represents CVR Energy’s incurred realized and unrealized net gains (losses) from derivative activities, recorded in Cost of materials and other on the Consolidated Statements of Operations:

Year Ended December 31,

(in millions) 2024 2023 2022

Commodity derivative instruments $ 13 $ 5 $ ( 55 )

CVR Energy has certain derivative instruments that contain credit risk-related contingent provisions associated with our credit ratings.

10 unchanged sentences

Such amounts are presented on a gross basis, before the effects of netting and allocation of collateral.

The Company elected to offset the fair value amounts recognized for derivative assets and liabilities

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executed with the same counterparty under a master netting arrangement, including fair value amounts recognized for the right to reclaim or the obligation to return cash collateral.

The Company elected to offset the fair value amounts recognized for derivative assets and liabilities executed with the same counterparty under a master netting arrangement, including fair value amounts recognized for the right to reclaim or the obligation to return cash collateral.

December 31, 2025

13 unchanged sentences

Similarly, RFS obligations are measured at fair value using a market approach based on available broker quoted market RIN prices for each specific or closest vintage year.

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The Company had no transfers of assets or liabilities between any of the above levels during the years ended December 31, 2025 and 2024.

6 unchanged sentences

CVR Energy holds cash equivalents which consist primarily of bank time deposits with maturities of 90 days or less.

Cash and cash equivalents and reserved funds had carrying and fair values of $ 987 million and $ 1.2 billion at December 31, 2024 and 2023, respectively, and are classified as Level 1 in the fair value hierarchy.

Cash and cash equivalents had carrying and fair values of $ 511 million and $ 987 million at December 31, 2025 and 2024, respectively, and are classified as Level 1 in the fair value hierarchy.

Long-term debt of $ 1.7 billion and $ 1.9 billion at December 31, 2025 and 2024, respectively, had estimated fair values of $ 1.6 billion and $ 1.5 billion, respectively, and are classified as Level 2 in the fair value hierarchy.

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Other short-term financial assets and liabilities, which consist of reserved funds, restricted cash, accounts receivable, accounts payable, and operating and finance lease obligations, are carried at cost on the Consolidated Balance Sheets and approximate their estimated fair values.

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The Company had 7.5 million shares available for future grants under the CVR Energy LTIP at December 31, 2025.

CVR Partners had a Long-Term Incentive Plan (“CVR Partners LTIP”) which permitted the granting of options, unit appreciation rights, distribution equivalent rights;

restricted and phantom units, and other unit-based unit-based awards to the employees, officers, consultants and directors of CVR Partners and its subsidiaries, which expired by its terms in 2021.

However, CVR Partners may grant long-term cash awards in connection with (and not under) the CVR Partners LTIP to directors, officers, employees, employee candidates, consultants, or advisors of CVR Partners, its subsidiaries, or its parent.

CVR Partners has a Long-Term Incentive Plan (“CVR Partners LTIP” and collectively with the CVR Energy LTIP, the “LTIPs”) which permits the granting of options, unit appreciation rights, distribution equivalent rights;

restricted and phantom units, and other unit-based awards to the employees, officers, consultants and directors of CVR Partners and its subsidiaries.

CVR Partners had 0.5 million units available for future grants under the CVR Partners LTIP at December 31, 2025.

Incentive and Phantom Unit Awards

The Company has issued long-term incentive unit awards under the CVR Energy LTIP, which represent the right to receive, upon vesting, at the Compensation Committee’s election (i) one share of CVR Energy common stock together with the per share value of all dividends declared and paid on CVR Energy common stock, from the grant date through the vesting date, or (ii) a cash payment equal to the average fair market value of one share of CVR Energy common stock calculated in accordance with the award agreement, plus the per share value of all dividends declared and paid on CVR Energy common stock from the grant date through the vesting date, both subject to the terms of the applicable award agreement (“CVI LTIP Awards”).

The Company and CVR Partners have also issued long-term, cash incentive or phantom unit awards in connection with (but not under) the CVR Energy LTIP and CVR Partners LTIP, as applicable (collectively, the “Cash Share-Based Awards” and together with the CVI LTIP Awards, “Share-Based Awards”).

These Cash Share-Based Awards represent the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one share of CVR Energy common stock or CVR Partners common units, as applicable, calculated in accordance with the award agreement, plus (ii) the per share value of all dividends or distributions declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, subject to the terms of the applicable award agreement.

The Company and CVR Partners have issued long-term incentive unit awards under the LTIPs, which represent the right to receive, upon vesting, at the election of the Compensation Committee of the Board or UAN GP Board, as applicable, (i) one share or unit of CVR Energy common stock or CVR Partners common units, as applicable, together with the per share or unit value of all dividends or distributions declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, or (ii) a cash payment equal to the average fair market value of one share or unit of CVR Energy common stock or CVR Partners common units, as applicable, calculated in accordance with the award agreement, plus the per share or unit value of all dividends or distribution declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, both subject to the terms of the applicable award agreement (“LTIP Awards”).

These Cash Share-Based Awards represent the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one share of CVR Energy common stock or CVR Partners

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common units, as applicable, calculated in accordance with the award agreement, plus (ii) the per share value of all dividends or distributions declared and paid on CVR Energy common stock or CVR Partners common units, as applicable, from the grant date through the vesting date, subject to the terms of the applicable award agreement.

The Share-Based Awards are generally graded-vesting awards, which vest over three years with one-third of the award vesting each year provided the grantee remains employed by the Company or its subsidiaries on the applicable vesting date.

Compensation expense is recognized ratably, based on service provided to the Company and its subsidiaries, with the amount recognized fluctuating as a result of the Share-Based Awards being remeasured to fair value at the end of each reporting period due to their liability-award classification.

As of December 31, 2025, all outstanding Share-Based Awards were liability-classified under ASC 718 and, therefore, do not represent potentially dilutive securities.

A summary of activity for the Company’s Share-Based Awards for the year ended December 31, 2025 is presented below:

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750,602 35.71

Vested ( 685,779 ) 28.05

( 803,412 ) 28.01

Forfeited (3)

( 235,767 ) 25.99

Non-vested at December 31, 2025 1,658,693 $ 29.73 $ 50

(1) Includes all units outstanding under Share-Based Awards.

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(2) Includes 1,218,813 units granted under the CVR Energy LTIP with a weighted-average grant-date fair value of $ 19.88 .

The remainder of the outstanding and unvested units, as well as the vested and forfeited awards, were issued as Cash Share-Based Awards in connection with (and not under) the CVR Energy LTIP and CVR Partners LTIP.

(2) All units granted were issued under the LTIPs.

(3) Includes 382,952 units vested and 178,068 units forfeited under the CVR Energy LTIP with a weighted-average grant-date fair value of $ 19.88 and $ 23.39 , respectively.

The remainder of the outstanding and unvested units, as well as the vested and forfeited units, were issued as Cash Share-Based Awards in connection with (and not under) the CVR Energy LTIP and CVR Partners LTIP.

Performance Unit Awards

A performance award agreement effective November 1, 2017, as amended (the “CEO Performance Award”), represents our Chief Executive Officer’s right to receive upon vesting, a cash payment equal to $ 10 million if the average closing price of CVR Energy’s common stock over the 30 -day trading period from January 6, 2025 through February 20, 2025 is equal to or greater than $ 60 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations, and the like).

The Performance Cycle (as such term is defined in the CEO Performance Award) ended on December 31, 2024, and the measurement period thereunder will expire on February 20, 2025, after which the CEO Performance Award will no longer be in effect.

At this time, it is not probable that the condition under the CEO Performance Award will be achieved or that any amounts will be paid thereunder.

Under the CEO Performance Award, as of December 31, 2024 and 2023, the Company had no outstanding liability.

A performance award agreement effective November 1, 2017, as amended (the “CEO Performance Award”), represented our former Chief Executive Officer’s right to receive upon vesting, a cash payment equal to $ 10 million if the average closing price of CVR Energy’s common stock over the 30 -day trading period from January 6, 2025 through February 20, 2025 was equal to or greater than $ 60 per share (subject to any equitable adjustments required to account for splits, dividends, combinations, acquisitions, dispositions, recapitalizations, and the like).

The Performance Cycle (as such term is defined in the CEO Performance Award) ended on December 31, 2024, and the measurement period thereunder expired on February 20, 2025.

The condition under the CEO Performance Award was not achieved, and no amounts were paid thereunder.

No compensation costs related to the CEO Performance Award were recognized for the years ended December 31, 2025, 2024, and 2023.

Compensation Expense

A summary of total share-based compensation expense and unrecognized compensation expense related to the Share-Based Awards and the CEO Performance Award during the years ended December 31, 2024, 2023, and 2022 is presented below:

A summary of total share-based compensation expense and unrecognized compensation expense related to the Share-Based Awards during the years ended December 31, 2025, 2024, and 2023 is presented below:

Expenses Unrecognized Expense

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(in millions) 2025 2024 2023 Amount Weighted-Average Remaining Years

Share-Based Awards:

Incentive Units (1)

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CVR Partners - Phantom Units (2)

Performance Unit Awards:

CEO Performance Award (3)

Total share-based compensation expense $ 42 $ 15 $ 34 $ 40

(1) Includes expense associated with incentive units granted as Cash Share-Based Awards and CVI LTIP Awards by CVR Energy.

(2) Comprised of expense associated with the phantom units granted as Cash Share-Based Awards by CVR Partners.

(3) All expenses, recognized and unrecognized, related to the CEO Performance Award are contingent upon whether the performance parameters are probable of being met.

If the performance parameters are not met, no expense will be recognized.

(1) Includes expense associated with incentive units granted as Cash Share-Based Awards and CVR Energy LTIP awards by CVR Energy.

(2) Comprised of expense associated with the phantom units granted as Cash Share-Based Awards and CVR Partners LTIP awards by CVR Partners.

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The total tax benefit recognized during the years ended December 31, 2025, 2024, and 2023 related to compensation expense was $ 10 million, $ 4 million, and $ 9 million, respectively.

As of December 31, 2024 and 2023, the Company had a liability of $ 10 million and $ 16 million, respectively, for cash settled non-vested Share-Based Awards and associated dividend and distribution equivalent rights.

As of December 31, 2025 and 2024, the Company had a liability of $ 19 million and $ 10 million, respectively, for non-vested Share-Based Awards and associated dividend and distribution equivalent rights.

For the years ended December 31, 2025, 2024, and 2023, the Company paid cash of $ 32 million, $ 21 million, and $ 54 million, respectively, to settle liability-classified awards upon vesting.

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The Company had contributions under the Plans of $ 13 million, $ 13 million, and $ 12 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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(13) Income Taxes

As of December 31, 2024 and 2023, the Company’s Consolidated Balance Sheets reflected a receivable of $ 11 million and a payable of $ 25 million, respectively, from the IRS and certain state jurisdictions.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, introducing significant amendments to federal tax law and permanently extending several provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”).

The Company expects to benefit from the permanent extension of certain TCJA provisions, including 100% bonus depreciation and modifications to the business interest limitation.

The Company does not anticipate any material impacts to its income tax balances as a result of the OBBB, but will continue to monitor legislative developments and evaluate any potential future impacts of the new law on its consolidated financial statements.

As of December 31, 2025 and 2024, the Company had receivables of $ 2 million and $ 11 million, respectively, from the Internal Revenue Service (“IRS”) and certain state jurisdictions, which are presented within Other current assets in the Consolidated Balance Sheets.

Income Tax (Benefit) Expense

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Federal $ ( 1 ) $ 23 $ 118

State ( 1 ) — 9

Total current ( 2 ) 23 127

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$ ( 10 ) $ ( 26 ) $ 207

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The following is a reconciliation of total income tax (benefit) expense to income tax (benefit) expense computed by applying the statutory federal income tax rate to pretax income:

Year Ended December 31,

(in millions) 2024 2023 2022

Tax computed at federal statutory rate $ 4 $ 228 $ 168

State income taxes, net of federal tax benefit ( 4 ) 28 28

Changes in enacted state tax rates, net of federal tax expense — ( 5 ) —

State tax incentives, net of federal tax expense ( 9 ) ( 11 ) ( 6 )

Executive compensation 1 4 2

Noncontrolling interest ( 8 ) ( 23 ) ( 38 )

(in millions, except percentages) 2025 2024 2023

Federal Statutory Tax Rate $ 17 21.0 % $ 4 21.0 % $ 228 21.0 %

State Income Taxes, Net of Federal Income Tax Effect (1)

State income taxes, net of federal income tax effect ( 8 ) ( 10.0 ) ( 4 ) ( 21.1 ) 33 3.0

State tax incentives, net of federal income tax effect ( 9 ) ( 11.0 ) ( 9 ) ( 47.5 ) ( 11 ) ( 1.0 )

Renewable fuel incentives — — ( 10 ) ( 52.7 ) ( 15 ) ( 1.4 )

Other, net — 1 10

Total income tax (benefit) expense

$ ( 26 ) $ 207 $ 157

Nontaxable or Nondeductible Items

Noncontrolling interest ( 13 ) ( 16.3 ) ( 8 ) ( 42.2 ) ( 23 ) ( 2.1 )

Executive compensation 3 3.8 1 5.3 4 0.4

Other — — — — 1 0.1

Changes in Unrecognized Tax Benefits — — — — ( 10 ) ( 0.9 )

Effective Tax Rate $ ( 10 ) ( 12.5 ) % $ ( 26 ) ( 137.2 ) % $ 207 19.1 %

(1) State taxes in Kansas and Oklahoma represented the majority (greater than 50 percent) of the tax effect in this category.

Income Taxes Paid (Net of Refunds Received)

Income taxes paid (net of refunds received) is comprised of the following:

Year Ended December 31,

(in millions) 2025 2024 2023

Federal $ ( 7 ) $ 51 $ 78

Arkansas ( 1 ) — —

Kansas ( 3 ) 7 8

Total state ( 4 ) 9 15

Total income taxes paid (refunded) $ ( 11 ) $ 60 $ 93

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Personnel accruals $ 11 $ 10

Inventories 1 3

Right of use lease liability 13 14

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State tax credit carryforward, net 26 17

Net operating loss carryforward 8 —

Interest expense 12 2

Total gross deferred income tax assets 87 100

Deferred income tax liabilities:

Unrealized gains/losses ( 2 ) ( 1 )

Prepaid expenses ( 1 ) ( 6 )

Right of use lease asset ( 13 ) ( 14 )

Investment in CVR Partners ( 50 ) ( 55 )

Investment in Joint Ventures ( 1 ) ( 15 )

Property, plant and equipment ( 229 ) ( 274 )

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Although realization is not assured, management believes that it is more likely than not that all of the deferred income tax assets will be realized, and therefore, no valuation allowance was recognized as of December 31, 2025 and 2024.

As of December 31, 2025 , CVR Energy has a federal net operating loss carry forward of approximately $ 31 million which can be carried forward indefinitely subject to a limitation of 80% of taxable income for each tax year.

As of December 31, 2025, CVR Energy has state tax credits of approximately $ 33 million , which are available to reduce future state income taxes.

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Included in the balance of unrecognized tax benefits as of December 31, 2025, 2024, and 2023 are $ 1 million , $ 1 million, and $ 1 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate.

Additionally, the Company reasonably believes that no unrecognized tax positions related to state income tax credits will be recognized by the end of 2025 as a result of the expiration of statute of limitations.

No unrecognized tax benefits were netted with Deferred income tax asset carryforwards as of December 31, 2025 and 2024.

The remaining unrecognized tax benefits are included in Other long-term liabilities in the Consolidated Balance Sheets.

At December 31, 2025, the Company’s tax filings are open to examination in the United States for the tax years ended December 31, 2022 through December 31, 2024 and in various individual states for the tax years ended December 31, 2020

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CVR Energy recognized no interest benefit and no liability for interest as of December 31, 2024, $ 3 million interest benefit and no liability for interest as of December 31, 2023, and $ 1 million interest expense and $ 3 million liability for interest as of December 31, 2022.

No penalties were recognized during 2024, 2023, or 2022.

At December 31, 2024, the Company’s tax filings are open to examination in the United States for the tax years ended December 31, 2021 through December 31, 2023 and in various individual states for the tax years ended December 31, 2020 through December 31, 2023.

through December 31, 2024.

The Company and its wholly owned partnership are under examination by the IRS for the tax years ended December 31, 2023, and December 31, 2022, respectively.

These examinations are ongoing, and no proposed adjustments have been issued to date.

(14) Commitments and Contingencies

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The Petroleum Segment has a crude oil supply agreement with Gunvor USA LLC (“Gunvor”), which commenced on January 1, 2024 (as amended, the “Gunvor Crude Oil Supply Agreement”), pursuant to which Gunvor supplies the Petroleum Segment with certain crude oil and intermediation logistics helping to reduce the amount of inventory held at certain locations and mitigate crude oil pricing risk.

The Gunvor Crude Oil Supply Agreement replaced a similar agreement with a different supplier that expired on December 31, 2023.

Volumes contracted under these agreements, as a percentage of the total crude oil purchases (in barrels), were approximately 23 %, 21 %, and 26 % for the years ended December 31, 2025, 2024, and 2023, respectively.

The Gunvor Crude Oil Supply Agreement, which currently extends through January 31, 2026, is subject to automatic one-year renewals following the expiration of the initial term in the absence of either party providing 180 days’ notice of termination.

The Gunvor Crude Oil Supply Agreement, which currently extends through January 31, 2029, is subject to two successive automatic one-year renewals following the expiration of the amended terms in the absence of 180 days’ notice of termination.

45Q Transaction

Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary CRNF is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $ 15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $ 45 million cap, if these minimum quantities are not delivered.

Under the agreements entered into in connection with the 45Q Transaction, the Company’s indirect subsidiary, Coffeyville Resources Nitrogen Fertilizer, LLC (“CRNF”), is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $ 15 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $ 45 million cap, if these minimum quantities are not delivered.

CVR Partners issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVRP JV, which include the aforementioned fees.

This guarantee has no impacts on the accounting records of CVR Partners unless the parties fail to comply with the terms of the 45Q Transaction contracts.

Renewable Fuel Standard

Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and WRC (together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the EPA, which, absent any exemption or waiver, requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), into their transportation fuels or purchase RINs, in lieu of blending.

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Contingencies

Call Option Coverage Cases - The Company and certain of its affiliates (the “Call Defendants”) are engaged in two lawsuits relating to settlement of the consolidated lawsuits (collectively, the “Call Option Lawsuits”) filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders against the Company and certain of its affiliates (the “Call Defendants”) relating to the Company’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner including the Stipulation, Compromise and Release (the “Settlement”), which Settlement was entered into in August 2022 and had no further impact on the Company’s financial position or results of operations beyond the amount recognized within Other (expense) income, net in the Consolidated Statements of Operations for the year ended December 31, 2022.

In the Texas declaratory judgment action commenced by the Company’s primary and excess insurers (the “Insurers”) seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million, the Call Defendants have appealed the entry of summary judgment by the lower court to the Texas First Court of Appeals, which appeal remains pending.

In the Delaware action filed by the Call Defendants against the Insurers seeking recovery of all amounts paid in connection with Settlement, mediation in 2024 was unsuccessful and motion practice remains in process.

While both cases remain pending, the Company does not expect the outcome of these lawsuits to have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Renewable Fuel Standard - Coffeyville Resources Refining & Marketing, LLC (“CRRM”) and Wynnewood Refining Company, LLC (“WRC”, and together with CRRM, the “obligated-party subsidiaries”) are subject to the RFS implemented by the U.S.

Environmental Protection Agency (the “EPA”), which requires obligated parties to blend a certain amount of renewable fuels, called a Renewable Volume Obligation (“RVO”), into their transportation fuels or purchase renewable fuel credits, known as RINs, in lieu of blending.

The Petroleum Segment’s obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, must either purchase RINs from third parties including its affiliate or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

For the years ended December 31, 2024, 2023, and 2022, the Company’s obligated-party subsidiaries recognized, net of RINs sales, an expense of approximately $ 46 million, a benefit of $ 114 million, and an expense of $ 435 million, respectively, for their compliance with the RFS (based on the 2020 through 2024 renewable volume obligation (“RVO”), for the respective periods, excluding the impacts of any exemptions or waivers to which the Company’s obligated-party subsidiaries may be entitled).

either purchase RINs from third parties, including their affiliate, or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

As previously announced, on August 22, 2025, the EPA issued a decision document to the Company’s subsidiary, WRC, affirming the validity of its previous grant of WRC’s petitions for small refinery hardship relief under the RFS for WRC’s 2017 and 2018 compliance periods, granting 100 percent waivers for WRC’s 2019 and 2021 compliance periods, and granting 50 percent waivers for its 2020, 2022, 2023 and 2024 compliance periods (the “August 2025 SRE Decisions”).

Based on this decision, WRC’s obligations for the 2020 through 2024 compliance periods were reduced by more than 424 million RINs, representing approximately $ 488 million.

WRC timely complied with its RFS obligations for the 2023 and prior compliance periods by the October 1, 2025 deadline set forth in the August 2025 SRE Decisions.

In July 2025, the EPA’s partial waiver of the 2024 cellulosic biofuel volume requirement was published in the Federal Register, making the RFS compliance reporting deadline for all obligated parties for the 2024 compliance period December 1, 2025.

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.

The comment period for this supplemental proposed rule expired on October 31, 2025, though the EPA has yet to finalize the rule.

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.

Taking into account the August 2025 SRE Decisions, for the years ended December 31, 2025, 2024, and 2023, the Company’s obligated-party subsidiaries recognized, net of RIN sales, a benefit of $ 94 million, an expense of $ 46 million, and a benefit of $ 114 million, respectively, for their compliance with the RFS.

The costs to comply with the RFS obligation through purchasing of RINs not otherwise reduced by blending of ethanol, biodiesel, or renewable diesel are included within Cost of materials and other in the Consolidated Statements of Operations.

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As of December 31, 2025 and 2024, the Company’s obligated-party subsidiaries’ RFS positions were approximately $ 72 million and $ 323 million, respectively, and are recorded in Other current liabilities in the Consolidated Balance Sheets.

RFS Disputes - CRRM and WRC have been parties to numerous lawsuits relating to the RFS, including lawsuits relating to petitions for small refinery exemptions (“SREs”) filed by WRC for the 2017 through 2024 compliance periods, which petitions are in various stages of review by the EPA and/or various courts, primarily including the following:

• Regarding WRC’s petitions for the 2017 to 2021 compliance periods which, together with the SRE petitions from certain other small refineries, had been denied by the EPA in 2022 (the “2022 Denials”), the EPA has yet to act on those petitions after the EPA’s denials were vacated by the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) in November 2023 and remanded back to the EPA on the grounds that the EPA’s denials were impermissibly retroactive and that the EPA’s interpretation was contrary to law and arbitrary and capricious as applied to petitioners’ exemptions.

In May 2024, the EPA and certain biofuels groups sought certiorari before the Supreme Court of the United States (“SCOTUS”) seeking review of whether venue for these challenges to the 2022 Denials lies exclusively in the United States Court of Appeals for the District of Colombia Circuit (the “DC Circuit”), which certiorari was granted in October 2024.

Oral argument is expected sometime in 2025.

• Regarding WRC’s petition for the 2022 compliance period, that petition was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials and had been stayed by the Fifth Circuit pending issuance of the mandate in a case brought by other small refiners in July 2024 in the DC Circuit, which ruled in favor of certain small refineries also challenging the 2022 Denials, holding that the 2022 Denials as applicable to those small refineries was arbitrary and

Call Option Coverage Cases – The Company and certain of its affiliates (the “Call Defendants”) are engaged in two lawsuits with certain of the Company’s primary and excess insurers (the “Insurers”) relating to the August 2022 settlement (the “Settlement”) of the consolidated lawsuits filed by purported former unitholders of CVR Refining on behalf of themselves and an alleged class of similarly situated unitholders against the Call Defendants relating to the Company’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership, including a declaratory judgment action commenced in Texas by the Insurers seeking determination that the Insurers owe no indemnity coverage under policies with coverage limits of $ 50 million (the “Texas Suit”) and an action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the “Delaware Suit”).

The Company’s appeal of summary judgment entered by the court in the Texas Suit in favor of the Insurers has been fully briefed but has not yet been ruled on by the appellate court.

The Delaware Suit has been effectively stayed by the Delaware court pending the outcome of the Texas Suit appeal.

Renewable Fuel Standard – CRRM and WRC have been parties to numerous lawsuits relating to the RFS, including lawsuits relating to petitions for SREs filed by WRC for the 2017 through 2024 compliance periods;

these lawsuits were effectively mooted by the August 2025 SRE Decisions and were dismissed in January 2026.

In October 2025, WRC filed in the United States Circuit Court of Appeals for the District of Columbia Circuit (the “DC Circuit”) a petition for review of the August 2025 SRE Decisions with respect to WRC’s SRE petitions for the 2020, 2022, 2023 and 2024 compliance periods, primarily intended to preserve WRC’s rights to challenge scoring and decisions relating to WRC’s future SRE petitions;

similar petitions for review of the August 2025 SRE Decisions were filed by multiple other small

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

capricious, vacating such denials and remanding such petitions back to the EPA.

The DC Circuit also dismissed a challenge brought by biofuel producers to the EPA’s alternative compliance action, concluding that the petitioners had not established any harm from EPA’s decision and therefore lacked standing to sue.

WRC’s SRE petition for the 2022 compliance period, which was denied by the EPA in July 2023 largely on the same grounds as the 2022 Denials, had been stayed pending issuance of the mandate in the DC Circuit case.

• Regarding WRC’s petition for the 2023 compliance period, the United States District Court for the Southern District of Texas ruled in favor of WRC in its suit seeking a declaration that the Administrator of the EPA violated the CAA by failing to rule on WRC’s petition within 90 days, and issued a ruling that EPA must act on WRC’s petition in January 2025.

In January 2025, the EPA denied WRC’s petition.

In February 2025, WRC filed a petition with the Fifth Circuit seeking stay of WRC’s obligations under the RFS.

In its filings with the Fifth Circuit in February 2025, the EPA reported that it was reviewing its denial and did not oppose WRC’s stay.

• Regarding WRC’s petition for the 2024 compliance period, EPA has not yet ruled on WRC’s petition despite its ninety day deadline.

WRC served on the EPA a notice of intent to sue EPA for this failure.

As these matters are in various stages, the Company cannot yet determine at this time the outcomes of these matters.

While we intend to prosecute these actions vigorously, if these matters are ultimately concluded in a manner adverse to the Company, they could have a material effect on the Company’s financial position, results of operations, or cash flows.

Guaranty Dispute – In connection with mediation conducted in September 2024, Exxon Mobil Corporation (“XOM”) formally demanded, pursuant to a guaranty claimed by XOM to have been issued in its favor in 1993 by a subsidiary of CVR Energy (the “Alleged Guaranty”), that such subsidiary defend and indemnify it against claims by numerous property owners in Louisiana alleging contamination from historic well operations relating to oil and gas leases in Lousiana sold by XOM in 1993 (the “LA Leases”).

The Company disputes the validity of the alleged guaranty and has filed suit in the Superior Court of the State of Delaware for declaratory judgment relating thereto, which suit remains pending.

While CVR Energy vigorously opposes XOM’s claims, if the Alleged Guaranty is determined to obligate CVR Energy to indemnify XOM for all damages it could incur relating to the LA Leases, it could have a material effect on CVR Energy’s financial position, results of operations, or cash flows.

However, as this matter remains in its early stages, the Company cannot yet determine whether it will have such an outcome.

refineries and other parties.

Certain small refineries, including WRC, have been 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.

In July 2025, WRC submitted its SRE petition for the 2025 compliance period, which petition it supplemented in December 2025;

the EPA has yet to rule on WRC’s pending petition.

WRC is currently evaluating any actions WRC may take relating to its 2025 SRE petition should the EPA fail to rule, or adversely rule, on WRC’s 2025 SRE petition.

As each of these matters are in their earliest stages, the Company cannot yet determine the impact of these matters on WRC’s past, current, and future obligations under the RFS or the Company’s financial position, results of operations, or cash flows, which could be material.

Guaranty Dispute – Exxon Mobil Corporation (“XOM”) has demanded that Wynnewood Energy Company, LLC (“WEC”) defend and indemnify it against multiple lawsuits filed against XOM between 2018 and 2025 by property owners in Louisiana alleging property contamination from oil wells (collectively, the “LA Suits”) under an alleged guaranty claimed by XOM to have been issued in its favor in 1993 by WEC.

In 2024, WEC filed action in the Superior Court of the State of Delaware disputing the validity of the alleged guaranty (the “Guaranty Dispute”).

All deadlines in the Guaranty Dispute have been deferred until after mediation currently scheduled for March 2026.

As these matters remain in their early stages, the Company cannot yet determine whether their outcome will have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

Wynnewood 2023 Fire Claim - In January 2025, the Company agreed to settlement of the lawsuit filed by three contractor employees alleging personal injuries arising from the 2023 fire at the Wynnewood Refinery, which settlement is in process and is not expected to have any financial impact on the Company.

CRNF Ammonia Release - CVR Energy, CVR Partners and certain of their affiliates have been served with several lawsuits filed in state courts in Fort Bend County, Texas and/or received demand letters each alleging damages arising from an ammonia release that occurred at the fertilizer facility in Coffeyville, Kansas (the “Coffeyville Fertilizer Facility’) in October 2025, following which multiple individuals were transported to hospitals for evaluation and treatment.

As these matters are in their earliest stages, the Company cannot yet determine whether these matters could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Kansas Environmental Claims - In January 2026, a lawsuit was filed in the United States District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Kansas Defendants”) by three residents of Coffeyville and a purported class of similarly situated persons seeking compensatory and punitive damages in excess of $ 5 million dollars for nuisance and other equitable relief arising from alleged environmental abuse from operations at the Coffeyville Refinery and the Coffeyville Fertilizer Facility.

On February 3, 2026, the Kansas Defendants were served with the lawsuit.

The Kansas Defendants dispute the claims and intend to vigorously defend themselves.

As this matter is in its earliest stages, the Company cannot yet determine whether this lawsuit could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Environmental, Health, and Safety (“EHS”) Matters

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These amounts are reflected in Other current liabilities and Other long-term liabilities depending on when the Company expects to expend such amounts.

Additional remediation and compliance activities are in various stages of evaluation and discussion with regulatory agencies.

As these activities progress and additional information becomes available, our environmental accruals may be revised to reflect updated estimates.

(15) Business Segments

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.

The Renewables Segment includes the operations of the renewable diesel unit and renewable feedstock pretreater at the refinery located in Wynnewood, Oklahoma.

Results of the Renewables Segment were not previously included within our reportable segments, rather included within “Other”.

Prior period segment information has been retrospectively adjusted to reflect the current segment presentation.

As a result, CVR Energy has three reportable segments:

CVR Energy has three reportable segments:

Petroleum, Renewables, and Nitrogen Fertilizer, which were determined based on the management approach, reflecting the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to evaluate performance and make strategic decisions.

• Petroleum includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates.

The Petroleum Segment also includes activities related to crude gathering and logistics that support the refinery operations.

• Renewables includes the refining of renewable feedstocks, such as soybean oil, corn oil, and other renewable feedstocks, into renewable diesel and marketing of renewables products.

• Nitrogen Fertilizer includes the production and sales of nitrogen fertilizer products, primarily in the form of ammonia and UAN, for the farming industry.

December 31, 2025 | 110

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Petroleum includes the refining and marketing of high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates.

The Petroleum Segment also includes activities related to crude gathering and logistics that support the refinery operations.

• Renewables includes the refining of renewable feedstocks, such as soybean oil, corn oil, and other renewable feedstocks, into renewable diesel and marketing of renewables products.

• Nitrogen Fertilizer includes the production and sales of nitrogen fertilizer products, primarily in the form of ammonia and UAN, for the farming industry.

The CODM evaluates the performance of each reportable segment and decides how to allocate resources based on segment operating income (loss) which includes the revenue and expenses that are directly attributable to management of each segment, as well as the total assets per segment.

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The other amounts reflect intercompany eliminations, corporate cash and cash equivalents, income tax activities, and other corporate activities that are not allocated or aggregated to the reportable segments.

In December 2025, the Company reverted the RDU at the Wynnewood Refinery back to hydrocarbon processing service.

This reversion is expected to result in changes to the Company’s reportable segments in 2026, subject to completion of financial reporting assessments.

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.

December 31, 2025 | 111

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the operating results and capital expenditures information by segment, the reconciliations to the consolidated net profit (loss), and other required disclosures:

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Depreciation and amortization 194 115 82 12 403

Loss on asset disposals 2 4 1 — 7

Segment operating income (loss) $ 211 $ ( 137 ) $ 129 $ ( 21 ) $ 182

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Depreciation and amortization 174 25 88 11 298

Loss on asset disposals — — 1 1 2

Segment operating income (loss) $ 12 $ ( 22 ) $ 90 $ ( 22 ) $ 58

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Other income, net 38

Income tax expense ( 207 )

Income tax benefit 26

Net income $ 45

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Interest expense, net $ ( 52 )

Other expense, net ( 77 )

Other income, net 14

Income tax expense ( 207 )

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(16) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, and capital and turnaround expenditures included in accounts payable were as follows:

Cash flows related to interest, leases, and capital and turnaround expenditures included in accounts payable were as follows:

Year Ended December 31,

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Supplemental disclosures:

Cash paid for income taxes, net of refunds $ 60 $ 93 $ 170

Cash paid for interest $ 142 $ 112 $ 95

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(1) Capital expenditures are shown exclusive of capitalized turnaround expenditures.

Cash, cash equivalents and restricted cash consisted of the following:

As of December 31,

(in millions) 2024 2023

Cash and cash equivalents $ 987 $ 581

Reserved funds (1)

Restricted cash (2)

Cash, cash equivalents, reserved funds and restricted cash $ 987 $ 1,186

(1) Funds reserved for the redemption of the 2025 Notes in February 2024.

See Note 8 (“Long-Term Debt and Finance Lease Obligations”) for further discussion.

(2) Restricted funds were released and paid in February 2024.

December 31, 2024 | 123

CVR ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(17) Related Party Transactions

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We are party to a transportation agreement, effective September 19, 2016, with Enable JV for an initial term of 20 years under which Enable provides transportation services for crude oil purchased within a defined geographic area.

Additionally, we entered into a terminalling services agreement, effective September 19, 2016, with Enable JV under which it receives access to Enable JV’s terminal in Lawrence, Oklahoma to unload and pump crude oil into Enable JV’s pipeline for an initial term of 20 years.

Dividends to CVR Energy Stockholders

Dividends, if any, including the payment, amount and timing thereof, are determined at the discretion of the Board.

IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date.

The following table presents quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2024, 2023, and 2022 (amounts presented in table below may not add to totals presented due to rounding):

Quarterly Dividends Paid ( in millions )

Related Period Date Paid Quarterly Dividends

Per Share Public Stockholders IEP Total

2023 - 4th Quarter

March 11, 2024 $ 0.50 $ 17 $ 33 $ 50

2024 - 1st Quarter

May 20, 2024 0.50 17 33 50

2024 - 2nd Quarter

August 19, 2024 0.50 17 33 50

Total 2024 quarterly dividends

$ 1.50 $ 51 $ 100 $ 151

2022 - 4th Quarter

March 13, 2023 $ 0.50 $ 15 $ 36 $ 50

2023 - 1st Quarter

May 22, 2023 0.50 15 36 50

2023 - 2nd Quarter

August 21, 2023 0.50 15 36 50

2023 - 3rd Quarter

November 20, 2023 0.50 17 33 50

Total 2023 quarterly dividends

$ 2.00 $ 61 $ 140 $ 201

Additionally, we entered into a terminalling services agreement, effective September 19, 2016, with Enable JV under which it

December 31, 2025 | 115

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Quarterly Dividends Paid ( in millions )

Related Period Date Paid Quarterly Dividends

Per Share Public Stockholders IEP Total

2022 - 1st Quarter

May 23, 2022 $ 0.40 $ 12 $ 28 $ 40

2022 - 2nd Quarter

August 22, 2022 0.40 12 28 40

2022 - 3rd Quarter

November 21, 2022 0.40 12 28 40

Total 2022 quarterly dividends

$ 1.20 $ 36 $ 85 $ 121

Special Dividends Paid (in millions)

Related Period Date Paid Special Dividends

Per Share Public Stockholders IEP Total

2023 - 2nd Quarter August 21, 2023 $ 1.00 $ 29 $ 71 $ 101

2023 - 3rd Quarter November 20, 2023 1.50 51 100 151

Total 2023 special dividends

$ 2.50 $ 80 $ 171 $ 251

2022 - 2nd Quarter August 22, 2022 $ 2.60 $ 76 $ 185 $ 261

2022 - 3rd Quarter November 21, 2022 1.00 29 71 101

Total 2022 special dividends

receives access to Enable JV’s terminal in Lawrence, Oklahoma to unload and pump crude oil into Enable JV’s pipeline for an initial term of 20 years.

Dividends to CVR Energy Stockholders

Dividends, if any, including the payment, amount and timing thereof, are determined at the discretion of the Board.

IEP, through its ownership of the Company’s common stock, is entitled to receive dividends that are declared and paid by the Company based on the number of shares held at each record date.

The following table presents quarterly and special dividends paid to the Company’s stockholders, including IEP, during 2025, 2024, and 2023 (amounts presented in table below may not add to totals presented due to rounding):

Quarterly Dividends Special Dividends Paid

Year Ended December 31, Year Ended December 31,

(in millions, except per share data) 2025 2024 2023 2025 2024 2023

Public shareholders $ — $ 51 $ 61 $ — $ — $ 80

IEP — 100 140 — — 171

Total dividend paid $ — $ 151 $ 201 $ — $ — $ 251

Dividend per common share (1)

$ — $ 1.50 $ 2.00 $ — $ — $ 2.50

There were no quarterly dividends declared or paid during the fourth quarter of 2024 related to the third quarter of 2024, and there were no quarterly dividends declared or paid during the first quarter of 2022 related to the fourth quarter of 2021.

No dividends were declared for the fourth quarter of 2024.

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

The Board did not declare a dividend for the fourth quarter of 2025.

Distributions to CVR Partners ’ Unitholders

Distributions, if any, including the payment, amount and timing thereof, and UAN GP Board’s distribution policy, including the definition of available cash, are subject to change at the discretion of the UAN GP Board.

The following tables present quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company, during 2024, 2023, and 2022 (amounts presented in tables below may not add to totals presented due to rounding):

Quarterly Distributions Paid (in millions)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2023 - 4th Quarter

March 11, 2024 $ 1.68 $ 11 $ 7 $ 18

2024 - 1st Quarter

May 20, 2024 1.92 13 7 20

2024 - 2nd Quarter

August 19, 2024 1.90 13 7 20

2024 - 3rd Quarter

November 18, 2024 1.19 7 5 13

Total 2024 quarterly distributions

$ 6.69 $ 44 $ 26 $ 71

2022 - 4th Quarter

March 13, 2023 $ 10.50 $ 70 $ 41 $ 111

2023 - 1st Quarter

May 22, 2023 10.43 70 41 110

2023 - 2nd Quarter

August 21, 2023 4.14 28 16 44

2023 - 3rd Quarter

November 20, 2023 1.55 10 6 16

Total 2023 quarterly distributions

$ 26.62 $ 178 $ 104 $ 281

December 31, 2024 | 125

Quarterly Distributions Paid (in millions)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2021 - 4th Quarter

March 14, 2022 $ 5.24 $ 36 $ 20 $ 56

2022 - 1st Quarter

May 23, 2022 2.26 15 9 24

2022 - 2nd Quarter

August 22, 2022 10.05 67 39 106

2022 - 3rd Quarter

November 21, 2022 1.77 12 7 19

Total 2022 quarterly distributions

The following tables present quarterly distributions paid by CVR Partners to CVR Partners’ unitholders, including amounts received by the Company and IEP, during 2025, 2024, and 2023 (amounts presented in tables below may not add to totals presented due to rounding):

Year Ended December 31,

(in thousands, except per unit data) 2025 2024 2023

Public unitholders $ 76,524 $ 44,673 $ 177,759

IEP 3,074 — —

CVR Energy 46,393 26,037 103,605

Total distributions paid $ 125,990 $ 70,710 $ 281,364

Distributions per common unit (1)

$ 11.92 $ 6.69 $ 26.62

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

For the fourth quarter of 2025, CVR Partners, upon approval by the UAN GP Board on February 18, 2026, declared a distribution of $ 0.37 per common unit, or $ 4 million, which is payable March 9, 2026 to unitholders of record as of March 2, 2026.

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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 8. Financial Statements and Supplementary Data