What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-21 · 195 added, 188 removed, 600 unchanged (39% of the section changed)

34 unchanged sentences

We have served as the Partnership’s auditor since 2013.

Wichita, Kansas

Tulsa, Oklahoma

February 19, 2025

25 unchanged sentences

/s/ GRANT THORNTON LLP

Wichita, Kansas

Tulsa, Oklahoma

February 19, 2025

9 unchanged sentences

75,579 69,165

Prepaid expenses and other current assets

Prepaid expenses

Other current assets 632 1,140

Total current assets

16 unchanged sentences

Long-term liabilities:

Long-term debt, net

Long-term debt and finance lease obligations, net of current portion

567,974 547,308

4 unchanged sentences

614,305 596,979

Commitments and contingencies (See Note 11)

Commitments and contingencies (See Note 11 and Note 2, respectively)

Partners’ capital:

27 unchanged sentences

( 29,827 ) ( 28,653 ) ( 34,065 )

Other (expense) income, net ( 33 ) 1,114 4,711

Other income (expense), net 453 ( 33 ) 1,114

Income before income tax expense 60,977 172,722 286,961

20 unchanged sentences

Net income — 172,433 — 172,433

Repurchase of common units

( 111,695 ) ( 12,398 ) — ( 12,398 )

Cash distributions to common unitholders – Affiliates

30 unchanged sentences

Deferred revenue 28,647 ( 23,491 ) ( 20,502 )

Accrued expenses and other current liabilities ( 8,412 ) ( 14,939 ) ( 7,182 )

Other current liabilities 2,227 ( 8,412 ) ( 14,939 )

Other long-term assets and liabilities ( 8,143 ) 247 ( 4,101 )

8 unchanged sentences

— — ( 65,000 )

Proceeds on issuance of senior secured notes

Payment of deferred financing costs

6 unchanged sentences

Net cash used in financing activities ( 73,071 ) ( 281,864 ) ( 283,018 )

Net (decrease) increase in cash and cash equivalents ( 41,060 ) ( 26,177 ) 81,957

Net increase (decrease) in cash and cash equivalents 45,578 ( 41,060 ) ( 26,177 )

Cash and cash equivalents, beginning of period 45,279 86,339 112,516

7 unchanged sentences

(together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate and grow its nitrogen fertilizer business.

The Partnership produces nitrogen fertilizer products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”).

Both facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”).

The Facilities manufacture ammonia and are able to further upgrade such ammonia to other nitrogen fertilizer products, principally urea ammonium nitrate (“UAN”).

Nitrogen fertilizer is used by farmers to improve the yield and quality of their crops, primarily corn and wheat.

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As of December 31, 2024, public common unitholders held approximately 61 % of the Partnership’s outstanding limited partner interests;

CVR Services, LLC (“CVR Services”), a wholly-owned subsidiary of CVR Energy, held the remaining approximately 37 % of the Partnership’s outstanding limited partner interests;

and CVR GP, LLC (“General Partner”), a wholly owned subsidiary of CVR Energy, held 100 % of the Partnership’s general partner interest.

As of December 31, 2023, Icahn Enterprises L.P.

and its affiliates owned approximately 66 % of the common stock of CVR Energy.

CVR Energy, through its subsidiaries, held approximately 37 % of the Partnership’s outstanding limited partner interests and 100 % of the Partnership’s general partner interest, while Icahn Enterprises L.P.

and its other affiliates (“IEP”) held the remaining approximately 2 % of the Partnership’s outstanding limited partner interests.

As of December 31, 2024, IEP owned approximately 66 % of the common stock of CVR Energy.

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

Unit Repurchase Program

On May 6, 2020, the board of directors of the Partnership’s general partner (the “Board”), on behalf of the Partnership, authorized a unit repurchase program (the “Unit Repurchase Program”), which was increased on February 22, 2021.

The Unit Repurchase Program, as increased, authorized the Partnership to repurchase up to $ 20 million of the Partnership’s common units.

During the year ended December 31, 2023, the Partnership did not repurchase any common units.

During the years ended December 31, 2022 and 2021, the Partnership repurchased 111,695 and 24,378 common units, respectively, 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 $ 12.4 million and $ 0.5 million, respectively, exclusive of transaction costs, or an average price of $ 110.98 and $ 21.69 per common unit, respectively.

As of December 31, 2023, the Partnership, considering all repurchases made since inception of the Unit Repurchase Program, had a nominal authorized amount remaining under the Unit Repurchase Program.

This Unit Repurchase Program does not obligate the Partnership to purchase any common units and may be cancelled, modified, or terminated by the Board at any time.

On May 6, 2020, the board of directors of our general partner (the “Board”), on behalf of the Partnership, authorized a unit repurchase program, which was increased on February 22, 2021 (the “Unit Repurchase Program”).

The Unit Repurchase Program authorized the Partnership to repurchase up to $ 20 million of the Partnership’s common units.

On February 20, 2024, the Board, on behalf of the Partnership, 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 $ 20.0 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.

Management and Operations

The Partnership, including the General Partner, is managed by a combination of the Board, the general partner’s executive officers, CVR Services (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, the General Partner, CVR Energy, and certain of their respective subsidiaries, including a service agreement.

The Partnership, including its general partner, is managed by a combination of the Board, the general partner’s executive officers, UAN Services, LLC (as sole member of the general partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the Partnership Agreement, as well as a number of agreements among the Partnership, the General Partner, CVR Energy, and certain of their respective subsidiaries, including a service agreement.

See Note 13 (“Related Party Transactions”) for further discussion.

Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the general partner’s directors or officers, whether on an annual or continuing basis or otherwise.

Section 45Q Transaction

Certain carbon oxide capture and sequestration activities conducted at or in connection with the Coffeyville Facility qualify under the Internal Revenue Service (“IRS”) safe harbor described in Revenue Procedure 2020-12 for certain tax credits available to joint ventures under Section 45Q of the Internal Revenue Code of 1986, as amended (“Section 45Q Credits”).

In January 2023, CVR Partners and its subsidiary entered into a series of agreements with CapturePoint LLC, an unaffiliated Texas limited liability company, and certain unaffiliated third-party investors intended to qualify under the IRS safe harbor,

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

described in Revenue Procedure 2020-12, for certain joint ventures that are eligible to claim Section 45Q Credits and allow us to monetize Section 45Q Credits we expect to generate from January 6, 2023 until March 31, 2030 (the “45Q Transaction”).

Among other items, the 45Q Transaction resulted in the creation of a joint venture entity, CVR-CapturePoint Parent LLC (“CVRP JV”), which was accounted for by the Partnership as an equity-method investment.

See Note 5 (“Equity Method Investments”) for further discussion.

Subsequent Events

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) Summary of Significant Accounting Policies

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The largest concentration of credit for any one customer was approximately 25 % and 40 % of the Accounts receivable, net balance at December 31, 2024 and 2023, respectively.

There was no bad debt expense for the years ended December 31, 2023 and 2022, respectively.

For the year ended December 31, 2021, bad debt expense was $ 0.2 million.

There was no bad debt expense for the years ended December 31, 2024, 2023, and 2022.

Inventories consist of fertilizer products and raw materials (primarily pet coke), which are valued at the lower of GAAP First-In, First-Out (“FIFO”) cost or net realizable value.

We compare the estimated realizable value of inventories to their cost by product.

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.

There were no inventory adjustments recognized during the years ended December 31, 2024, 2023, and 2022.

Inventories also include parts and supplies that 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 capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost.

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

December 31, 2024 | 59

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Expenditures for improvements that increase economic benefit or returns and/or extend useful life are capitalized.

and are reported in Direct operating expenses (exclusive of depreciation and amortization) in the Partnership’s Consolidated Statements of Operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of depreciable assets.

6 unchanged sentences

Machinery and equipment 1 to 30

Right-of-use (“ROU”) finance leases 25

Other 3 to 10

Leasehold improvements and assets held under finance leases are depreciated or amortized utilizing the straight-line method over the shorter of the contractual lease term or the estimated useful life of the asset.

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 Partnership’s Consolidated Statements of Operations.

Leasehold improvements and assets held under finance leases are depreciated or amortized utilizing the straight-line method over the shorter of the related contractual lease term or the estimated useful life of the asset.

Equity Method Investments

The Partnership 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 Partnership records its pro-rata share of earnings, contributions to, and distributions from joint ventures 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 (expense) income, net on our Consolidated Statements of Operations.

The Partnership 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 Partnership 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.

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

Operating leases are included as operating lease right-of-use (“ROU”) assets within Other long-term assets and lease liabilities within Other current liabilities and Other long-term liabilities on our Consolidated Balance Sheets.

When applicable, finance leases are included as ROU finance leases within Property, plant, and equipment, net, and finance lease liabilities within Other current liabilities and Long-term debt, net of current portion on our Consolidated Balance Sheets.

Operating leases are included as operating lease ROU assets within Other long-term assets and lease liabilities within Other current liabilities and Other long-term liabilities on our Consolidated Balance Sheets.

When applicable, finance leases are included as ROU finance leases within Property, plant and equipment, net, and finance lease liabilities within Other current liabilities and Long-term debt and finance lease obligations, net of current portion on our Consolidated Balance Sheets.

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 Partnership recognizes lease expense for these leases on a straight-line basis over the expected lease term.

The Partnership 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.

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.

5 unchanged sentences

Deferred Financing Costs

Lender and other third-party costs associated with debt issuances are deferred and amortized to interest expense and other financing costs using the effective-interest method over the term of the debt.

Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the maturity date of the facility.

The deferred financing costs are included net within Long-term debt, net and in Other long-term liabilities for the line-of-credit arrangements where no debt balance exists.

Lender and other third-party costs associated with debt issuances are deferred and amortized to Interest expense, net using the effective-interest method over the term of the debt and, depending on maturity, are included within Current portion of long-term debt and finance lease obligations and Long-term debt and finance lease obligations, net of current portion.

Deferred financing costs related to line-of-credit arrangements are amortized using the straight-line method through the maturity date of the facility and, depending on maturity, are included within Other current assets and Other long-term liabilities.

December 31, 2024 | 60

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As a result, the Partnership 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.

A liability is recognized 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.

Loss Contingencies

1 unchanged sentence

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

Accrued amounts, if any, are reflected in Other current liabilities or Other long-term liabilities on our Consolidated Balance Sheets depending on when the Partnership expects to expend such amounts.

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

As of December 31, 2024 and 2023, there are no matters or contingencies that require recognition or disclosure.

24 unchanged sentences

Cost of materials and other consists primarily of freight and distribution expenses, feedstock expenses, purchased ammonia, and purchased hydrogen.

Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, plant-related maintenance services, including turnaround expenses, and environmental and safety compliance costs, as well as catalyst and chemical costs.

Direct operating expenses (exclusive of depreciation and amortization) consist primarily of energy and other utility costs, direct costs of labor, property taxes, facility-related maintenance services, including turnaround expenses, and environmental and safety compliance costs, as well as catalyst and chemical costs.

Each of these financial statement line items are also impacted by changes in inventory balances, as they include inventory production costs.

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• Level 3 — Significant unobservable inputs (including the Partnership’s own assumptions in determining the fair value)

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and operating lease obligations are carried at cost and approximate their estimated fair value.

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and operating and finance lease obligations which are carried at cost and approximate their estimated fair value.

The Partnership may enter into forward contracts with fixed or indexed delivery prices to purchase portions of its natural gas requirements.

2 unchanged sentences

Turnaround Expenses

Turnarounds represent major maintenance activities that require the shutdown of significant parts of a plant to perform necessary inspections, cleanings, repairs, and replacements of assets.

Turnarounds represent major maintenance activities that require the shutdown of significant parts of a facility to perform necessary inspections, cleanings, repairs, and replacements of assets.

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

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Compensation expense will fluctuate based on changes in the applicable unit price value and expense reversals resulting from employee terminations prior to award vesting.

The Partnership recognizes forfeitures as they occur.

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.

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CVR Energy and its subsidiaries provide a variety of services to the Partnership, including employee benefits provided through CVR Energy’s benefit plans, administrative services provided by CVR Energy’s employees and management, insurance, and office space leased by CVR Energy.

As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership.

These amounts incurred by CVR Energy are then billed or allocated to the Partnership and are classified on our Consolidated Statements of Operations as either Direct operating expenses (exclusive of depreciation and amortization) or as Selling, general and administrative expenses.

As such, the accompanying consolidated financial statements include costs that have been incurred by CVR Energy on behalf of the Partnership, which are then billed or allocated to the Partnership and are classified on our Consolidated Statements of Operations as either Direct operating expenses (exclusive of depreciation and amortization) or as Selling, general and administrative expenses.

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 Partnership’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 Partnership adopted this ASU.

Refer to Note 12 (“Business Segments”) for the required segment disclosures.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In December 2023, FASB issued Accounting Standard 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.

This standard is effective for the Partnership beginning January 1, 2025 with early adoption permitted.

The Partnership is evaluating the effects of adopting this new accounting guidance on its disclosures but does not currently expect adoption will have a material impact on the Partnership’s consolidated financial statements.

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 Partnership’s annual reporting period beginning January 1, 2025 with early adoption permitted.

While the Partnership 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 Partnership does not intend to early adopt this ASU.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which includes requirements for more robust disclosures of significant segment expenses and measures of a segment’s profit and loss used in assessing performance.

This standard is effective for the Partnership’s annual period beginning January 1, 2024 and interim periods beginning January 1, 2025 with early adoption permitted.

The Partnership is still evaluating the effects of adopting this new accounting guidance on its disclosures.

December 31, 2024 | 63

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) Inventory

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 Partnership’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 Partnership is currently evaluating the effects of adopting this new accounting guidance.

(3) Inventories

Inventories consisted of the following:

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Machinery and equipment $ 1,435,691 $ 1,446,728

ROU finance lease 25,076 —

Buildings and improvements 18,188 18,193

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Total property, plant and equipment, net $ 735,591 $ 761,023

For the years ended December 31, 2023, 2022, and 2021, depreciation and amortization expenses were $ 78.9 million, $ 81.3 million, and $ 72.4 million, respectively, and capitalized interest was $ 0.5 million, $ 0.8 million, and $ 0.8 million, respectively.

During the years ended December 31, 2023, 2022, and 2021, the Partnership updated the estimated useful lives of certain assets as a result of the turnarounds at our facilities and changes in the granular urea production, which resulted in additional depreciation expense of $ 0.7 million, $ 12.7 million and $ 4.5 million, respectively.

For the years ended December 31, 2024, 2023, and 2022, depreciation and amortization expenses related to property, plant, and equipment were $ 87.1 million, $ 78.9 million, and $ 81.3 million, respectively, which includes $ 14.1 million, $ 0.7 million, and $ 12.7 million, respectively, of additional depreciation expense, as a result of the Partnership updating the estimated useful lives of certain assets due to planned asset retirements, including granular urea production area.

For the years ended December 31, 2024, 2023, and 2022, capitalized interest was $ 1.0 million, $ 0.5 million, and $ 0.8 million, respectively.

During the years ended December 31, 2024, 2023, and 2022, the Partnership 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 .

(5) Equity Method Investments

As part of the 45Q Transaction, the Partnership received a 50 % ownership interest in CVRP JV in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.

The Partnership applied the variable interest entity (“VIE”) model under FASB ASC Topic 810, Consolidation, to its variable interest in CVRP JV and determined that CVRP JV is a VIE.

While the Partnership concluded it is not the primary beneficiary of CVRP JV, it does have significant influence over CVRP JV’s operating and financial policies and, therefore, applied the equity method of accounting for its investment in CVRP JV.

The Partnership valued the equity interest received using a combination of the market approach and the discounted cash flow methodology with key inputs including the discount rate, contractual and expected future cash flows, and market multiples.

The Partnership determined the estimated fair value of the consideration received to be $ 46.0 million, which was a non-recurring Level 3 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements , based on the use of the Partnership’s own assumptions described above.

There were no transfers into or out of Level 3 during the year ended December 31, 2023.

(5) Equity Method Investment

As part of a series of agreements entered into with unaffiliated parties in January 2023 with the objective to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), the Partnership received a 50 % interest in CVR-CapturePoint Parent, LLC (“CVRP JV”) in connection with a modification to a carbon oxide contract (“CO Contract”) with a customer.

The Partnership applied the variable interest entity (“VIE”) model under FASB ASC Topic

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Partnership deferred the recognition of the noncash consideration received and has recognized such revenue as the performance obligation associated with the CO Contract is satisfied.

810, Consolidation, to its variable interest in CVRP JV and determined that CVRP JV is a VIE.

The fair value of the consideration received, which was a non-recurring Level 3 measurement as defined by FASB ASC Topic 820, Fair Value Measurements , was estimated to be $ 46.0 million in January 2023 based on the use of the Partnership’s own assumptions described above.

The Partnership deferred the recognition of the noncash consideration received at inception and has been recognizing the associated revenue proportionally as the performance obligations associated with the CO Contract are satisfied.

Refer to Note 9 (“Revenue”) for further discussion.

The Partnership has elected to record its share of the earnings or loss of CVRP JV one quarter in arrears.

Distributions received from CVRP JV will reduce the Partnership’s equity method investment and will be recorded in the period they are received.

Distributions received from CVRP JV reduce the Partnership’s equity method investment and are recorded in the period they are received.

The investment in CVRP JV is presented within Other long-term assets on our Consolidated Balance Sheets.

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Balance at December 31, 2023 24,518

(1) Of this amount, approximately $ 0.9 million related to incremental costs associated with obtaining the CO Contract were capitalized and included in Prepaid expenses and other current assets and Other long-term assets on our Consolidated Balance Sheets.

As a result of exceeding certain carbon oxide capture and sequestration milestones during 2023, in February 2024, the Partnership received a $ 2.2 million distribution from CVRP JV which will be recognized in the first quarter of 2024.

Cash contributions 14

Cash distributions (1)

Equity loss ( 11 )

Balance at December 31, 2024 $ 19,328

(1) Includes a $ 2.2 million distribution to the Partnership for CVRP JV exceeding certain carbon oxide capture and sequestration milestones during 2023 .

Lease Overview

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Summary as of December 31, 2024 and 2023

The following table summarizes the ROU asset and lease liability balances for the Partnership’s operating leases at December 31, 2023 and 2022.

There were no finance lease balances at December 31, 2023 and 2022.

The following table summarizes the ROU asset and lease liability balances for the Partnership’s operating and finance leases at December 31, 2024 and 2023.

(in thousands) December 31, 2024 December 31, 2023

Operating Leases Finance Leases Operating Leases Finance Leases

ROU asset, net

Equipment, real estate and other $ 1,794 $ 24,995 $ 2,007 $ —

Railcars 16,357 — 12,032 —

Real estate and other 2,007 2,370

Lease liability

Equipment, real estate and other $ 231 $ 21,003 $ 268 $ —

Railcars 16,168 — 12,032 —

Real estate and other 268 456

Lease Expense Summary for the Years Ended December 31, 2024, 2023, and 2022

We recognize 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

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over the lease term within Depreciation and amortization.

For the years ended December 31, 2024, 2023, and 2022, we recognized lease expense comprised of the following components:

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December 31, 2024 December 31, 2023

Weighted-average remaining lease term 4.0 years 4.3 years

Operating Leases Finance Leases Operating Leases Finance Leases

Weighted-average remaining lease term 4.5 years 14.6 years 4.0 years 0.0 years

Weighted-average discount rate 7.3 % 11.3 % 6.5 % — %

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Maturities of Lease Liabilities

The following summarizes the remaining minimum operating lease payments through maturity of the Partnership’s lease liabilities at December 31, 2024:

(in thousands) Operating Leases

(in thousands) Operating Leases Finance Leases

Year Ending December 31,

2025 $ 4,996 $ 3,145

2026 4,525 3,157

2027 4,241 3,157

2028 2,186 3,157

2029 1,367 3,157

Thereafter 2,027 28,824

Total lease payments 19,342 44,597

1 unchanged sentence

Total lease liability $ 16,399 $ 21,003

The Partnership has entered into the following material lease commitments that have not yet commenced:

• On February 21, 2022, CRNF entered into the First Amendment to the On-Site Product Supply Agreement with Messer LLC (“Messer”), which amended the July 31, 2020 On-Site Product Supply Agreement (as amended, the “Messer Agreement”).

Under the Messer Agreement, among other obligations, Messer is obligated to supply oxygen and make certain capital improvements during the term of the Messer Agreement, and CRNF is obligated to take as available and pay for oxygen from Messer’s facility.

This arrangement for CRNF’s purchase of oxygen from Messer does not meet the definition of a lease under FASB ASC Topic 842, Leases (“Topic 842”), as CRNF does not expect to receive substantially all of the output, which includes oxygen, nitrogen and compressed air, of Messer’s on-site production from its air separation unit over the life of the Messer Agreement.

The Messer Agreement also obligates Messer to install a new oxygen storage vessel, related equipment and infrastructure (“Oxygen Storage Vessel” or “Vessel”) to be used solely by the Coffeyville Facility.

The arrangement for the use of the Oxygen Storage Vessel meets the definition of a lease under Topic 842, as CRNF will receive all output associated with the Vessel.

Based on terms outlined in the Messer Agreement, the Partnership expects the lease of the Oxygen Storage Vessel to be classified as a finance lease with an estimated amount within the range of $ 20 million to $ 25 million being capitalized

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

upon lease commencement when the Vessel is placed in service, which is currently expected to occur in the second half of 2024.

(7) Other Current Liabilities

Other current liabilities were as follows:

Other current liabilities consisted of the following:

(in thousands) 2024 2023

1 unchanged sentence

Operating lease liabilities 4,041 3,176

Accrued taxes other than income taxes 1,825 1,789

Sales incentives 1,585 1,772

Accrued interest 2,531 1,404

Share-based compensation 1,339 1,195

Sales incentives 1,338 1,585

Accrued taxes other than income taxes 1,332 1,825

Current portion of finance lease obligations 877 —

Other accrued expenses and liabilities 2,832 3,283

1 unchanged sentence

(8) Long-Term Debt

Long-term debt, net consists of the following:

Long-term debt and finance lease obligations, net of current portion consisted of the following:

(in thousands) 2024 2023

1 unchanged sentence

$ 550,000 $ 550,000

Finance lease obligations, net of current portion

Unamortized debt issuance costs ( 2,152 ) ( 2,692 )

Total long-term debt

Total long-term debt and finance lease obligations, net of current portion

567,974 547,308

Current portion of long-term debt and finance lease obligations 877 —

Total long-term debt and finance lease obligations, including current portion $ 568,851 $ 547,308

(1) The estimated fair value of the 2028 Notes, defined below, was approximately $ 533.5 million and $ 513.1 million as of December 31, 2024 and 2023, respectively.

The fair value estimate is a Level 2 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Agreements

3 unchanged sentences

6.125 % Senior Secured Notes due June 2028

On June 23, 2021, CVR Partners and Finance Co.

(the “Issuers”), completed a private offering of $ 550 million aggregate principal amount of 6.125 % Senior Secured Notes due June 2028 (the “2028 Notes”).

On June 23, 2021, CVR Partners and CVR Nitrogen Finance Corporation (“Finance Co.” and collectively with CVR Partners, the “Issuers”), completed a private offering of $ 550 million aggregate principal amount of 6.125 % Senior Secured Notes due June 2028 (the “2028 Notes”).

Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 each year, commencing on December 15, 2021.

2 unchanged sentences

We may, at our option, at any time and from time to time prior to June 15, 2024, on any one or more occasions, redeem all or part of the 2028 Notes at a price equal to 100 % of the principal amount plus a “make whole” premium, plus accrued and unpaid interest.

On or after June 15, 2024, we may, on any one or more occasions, redeem all or part of the 2028 Notes at the

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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.

On or after June 15, 2024, 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.

12-month period beginning June 15, Percentage

17 unchanged sentences

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

The ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “ABL Credit Facility”), 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 $ 15.0 million to a total of $ 50.0 million in the aggregate, with an incremental facility of an additional $ 15.0 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 ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “ABL Credit Facility”), 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 $ 15.0 million to a total of $ 50.0 million in the aggregate, with an incremental facility for another $ 15.0 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 ABL Credit Facility provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $ 3.5 million for swingline loans and $ 10.0 million for letters of credit.

1 unchanged sentence

The foregoing description of the 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.

Loans under the Partnership’s ABL Credit Facility bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615 % plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615 % plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865 % plus SOFR or (b) 0.865 % plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115 % plus SOFR or (b) 1.115 % plus a base rate, otherwise.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115 % plus SOFR or (b) 1.115 % plus a base rate, otherwise.

The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.

2 unchanged sentences

The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of December 31, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Partnership’s revenue, disaggregated by major products:

4 unchanged sentences

Urea products 30,449 28,730 33,506

Net sales, exclusive of freight and other 621,185 789,548 490,900

Freight revenue (1)

42,096 34,770 31,419

Other revenue (1)

2 unchanged sentences

$ 525,324 $ 681,477 $ 835,584

(1) Freight revenue recognized by the Partnership represents the pass-through finished goods delivery costs incurred prior to customer acceptance and are reimbursed by customers.

An offsetting expense for freight is included in Cost of materials and other.

(2) Includes revenue from (i) nitric acid sales and (ii) carbon oxide sales, including sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030.

(1) Includes sales made in connection with the 45Q Transaction and the noncash consideration received, which is recognized as the performance obligation associated with the CO Contract is satisfied over its term through April 2030.

Revenue from the CO Contract is recognized over time based on carbon oxide volumes measured at delivery.

5 unchanged sentences

Contract Balances

A summary of the deferred revenue activity for the year ended December 31, 2023 is presented below:

(in thousands)

Balance at December 31, 2022 $ 47,516

New prepay contracts entered into during the period 50,956

Noncash consideration received as part of the 45Q Transaction 46,000

Revenue recognized that was included in the contract liability balance at the beginning of the period ( 46,438 )

Revenue recognized related to contracts entered into during the period ( 41,254 )

Revenue recognized related to noncash consideration ( 6,345 )

Other changes ( 1,328 )

Total deferred revenue at December 31, 2023

Current portion of deferred revenue

Total long-term deferred revenue $ 33,311

During the years ended December 31, 2024 and 2023, the Partnership recognized revenue of $ 15.7 million and $ 46.4 million, respectively, that was included in the deferred revenue balances as of December 31, 2023 and December 31, 2022, respectively.

Major Customers

CVR Partners had one customer who comprised 14 % of net sales for the year ended December 31, 2024.

CVR Partners had two customers that accounted for 10% or more of 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.

December 31, 2024 | 69

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Major Customers

CVR Partners had two customers that accounted for 10% or more of 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.

CVR Partners had one customer who comprised 13 % of net sales for the year ended December 31, 2021.

(10) Share-Based Compensation

CVR Partners has a Long-Term Incentive Plan (“CVR Partners LTIP”) which permits the granting of options, stock and unit appreciation rights (“SARs”), restricted shares, restricted stock units, phantom units, unit awards, substitute awards, other unit-based awards, cash awards, dividend and distribution equivalent rights, share awards, and performance awards (including performance share units, performance units, and performance-based restricted stock).

Individuals who are eligible to receive awards under or in connection with the CVR Partners LTIP include any director, officer, employee, employee candidate, consultant, or advisor of the Partnership, its subsidiaries, or its parent.

The Partnership had 0.5 million shares available for future grants under the CVR Partners LTIP at December 31, 2023.

CVR Partners’ Phantom Unit Awards and Compensation Expense

Phantom unit awards that have been granted to officers, employees, and directors (the “Share-Based Awards”) reflect the value and distributions of CVR Partners, as applicable.

Each Share-Based Award and the related distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit, in accordance with the award agreement, plus (ii) the per unit cash value of all distributions declared and paid, 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 Partnership and its subsidiaries on the applicable vesting date.

CVR Partners issues long-term cash phantom unit awards (“Share-Based Awards”) in connection with (and not under) the CVR Partners Long-Term Incentive Plan (“CVR Partners LTIP”), which represent the right to receive, upon vesting, a cash payment equal to (i) the average fair market value of one unit of CVR Partners’ common units, calculated in accordance with the award agreement, plus (ii) the per unit value of all distributions declared and paid on CVR Partners common units from the grant date through the vesting date, subject to the terms of the applicable award agreement.

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

Compensation expense is recognized ratably, based on service provided to the Partnership 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.

A summary of phantom unit award activity during the year ended December 31, 2023 is presented below:

A summary of the Share-Based Award activity during the year ended December 31, 2024 is presented below:

(in thousands, except per unit data) Units (1)

4 unchanged sentences

Non-vested at December 31, 2024 109,087 $ 74.70 $ 8,286

(1) As of December 31, 2023, there are no outstanding awards under the CVR Partners LTIP, and the only outstanding and unvested phantom awards are issued in connection with, not under, the CVR Partners LTIP.

Unrecognized compensation expense associated with the phantom units at December 31, 2023 was approximately $ 5.4 million, which is expected to be recognized over a weighted average period of 1.8 years.

(1) Units reflected above are phantom units awarded by the Partnership and do not include any incentive units granted by CVR Energy for which it shares in the expense.

As of December 31, 2024, there are no outstanding awards under the CVR Partners LTIP, and the outstanding Share-Based Awards have only been issued in connection with, not under, the CVR Partners LTIP.

The CVR Partners LTIP expired by its terms in 2021.

Unrecognized compensation expense associated with the Share-Based Awards at December 31, 2024 was approximately $ 6.6 million, which is expected to be recognized over a weighted average period of 1.8 years.

Compensation expense recorded for the years ended December 31, 2024, 2023, and 2022 related to these awards was $ 4.6 million, $ 6.4 million, and $ 25.7 million, respectively.

As of December 31, 2023 and 2022, the Partnership had a liability of $ 1.5 million and $ 9.7 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2023, 2022, and 2021, paid $ 12.6 million, $ 17.7 million, and $ 11.1 million, respectively, to settle liability-classified awards upon vesting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023 and 2022, CVR Energy had a liability associated with Share-Based Awards of $ 0.5 million and $ 3.8 million, respectively, for cash settled non-vested phantom unit awards and associated distribution equivalent rights and, for the years ended December 31, 2023, 2022, and 2021, paid $ 5.2 million, $ 7.0 million, and $ 4.4 million, respectively, to settle liability-classified awards upon vesting under the CVR Partners LTIP.

As of December 31, 2024 and 2023, the Partnership had a liability of $ 1.8 million and $ 1.5 million, respectively, for cash settled non-vested Share-Based Awards and associated distribution equivalent rights, and for the years ended December 31, 2024, 2023, and 2022, paid $ 3.3 million, $ 12.6 million, and $ 17.7 million, respectively, to settle Share-Based Awards upon vesting.

Incentive Unit Awards — CVR Energy

CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its officers and employees and those of its subsidiaries, including officers and employees of the Partnership’s subsidiaries, who provide shared services for CVR Energy and its subsidiaries.

CVR Energy grants awards of incentive units and dividend equivalent rights to certain of its officers and employees and those of its subsidiaries, including officers of the Partnership’s subsidiaries, who provide shared services for CVR Energy and its subsidiaries.

Costs related to these incentive unit awards are allocated to the Partnership based on time spent on Partnership business.

3 unchanged sentences

See Note 13 (“Related Party Transactions”) for further discussion of the Corporate MSA.

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Performance Unit Awards

Pursuant to the amended employment agreement, effective December 22, 2021, with the Executive Chairman of our General Partner, CVR Energy amended the performance award agreement (the “Performance Unit Award Agreement”).

The Performance Unit Award Agreement represents the right to receive upon vesting, a cash payment equal to $ 10.0 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.

Under the Performance Unit Award Agreement, no compensation costs were recognized for the years ended December 31, 2023 and 2022.

For the year ended December 31, 2021, the Partnership recognized a benefit of $ 0.6 million.

Under the Performance Unit Award Agreement, as of December 31, 2023 and 2022, the Partnership had no outstanding liability.

Once the performance parameters are probable of being met under the Performance Unit Award Agreement, the Partnership’s allocated portion of unrecognized compensation costs would be approximately $ 2.0 million.

A performance award agreement effective November 1, 2017, as amended on December 22, 2021 between CVR Energy and our Executive Chairman (the “PU Award”) represents our Executive Chairman’s right to receive upon vesting, a cash payment equal to $ 10.0 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 PU Award) ended on December 31, 2024, and the measurement period thereunder will expire on February 20, 2025, after which the PU Award will no longer be in effect.

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

No compensation costs related to the PU Award were recognized for the years ended December 31, 2024, 2023, and 2022.

Other Benefit Plans

4 unchanged sentences

The Plans provide for a three-year vesting schedule for the Partnership’s matching contributions and contain a provision to count service with predecessor organizations.

The Partnership had contributions under the Plans of $ 2.4 million and $ 2.3 million for the years ended December 31, 2023 and 2022, respectively.

The Partnership did no t contribute under the Plans during the year ended December 31, 2021, as the Partnership’s matching contributions for the Plans were suspended effective January 1, 2021 and resumed effective January 1, 2022.

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The Partnership had contributions under the Plans of $ 2.5 million, $ 2.4 million, and $ 2.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(11) Commitments

Unconditional Purchase Obligations

The minimum required payments for unconditional purchase obligations as defined in ASC 440, Commitments , are as follows:

The minimum required payments for unconditional purchase obligations, as defined in ASC 440, Commitments , related to ancillary production supplies are as follows:

(in thousands) Unconditional

2 unchanged sentences

Expenses associated with these obligations are included in Direct operating expenses (exclusive of depreciation and amortization), and, for the years ended December 31, 2024, 2023, and 2022, totaled $ 3.9 million, $ 3.7 million, and $ 3.8 million, respectively.

(12) Business Segments

CVR Partners has one operating and reportable segment:

Nitrogen Fertilizer.

The Partnership derives revenue by producing and marketing nitrogen fertilizer products within the United States, which are used by farmers to improve the yield and quality of their crops.

The segment determination is based on the management approach, reflecting the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Partnership’s Chief Executive Officer, to evaluate performance and make strategic decisions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The CODM evaluates the performance of the Nitrogen Fertilizer Segment and decides how to allocate resources based on net income, which is reported in the consolidated statement of operations.

The CODM uses net income to assess the income generated by the nitrogen fertilizer segment and to decide whether to reinvest profits into the Partnership or pay distributions.

Net income is also used to analyze performance against the budget and the Partnership’s competitors.

While segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance of the segment, total assets are disclosed in the Consolidated Balance Sheets.

The following table presents the operating results and capital expenditures information for the Nitrogen Fertilizer Segment:

Year Ended December 31,

(in thousands) 2024 2023 2022

Net sales $ 525,324 $ 681,477 $ 835,584

Feedstocks 55,427 76,831 92,306

Distribution costs 49,898 52,036 42,362

Other costs of materials (1)

( 1,184 ) 5,510 ( 3,755 )

Cost of materials and other 104,141 134,377 130,913

Direct operating expenses (exclusive of depreciation and amortization and turnaround expenses) 213,736 233,138 236,759

Turnaround expenses 486 1,778 33,408

Depreciation and amortization 88,096 79,720 82,137

Selling, general and administrative expenses 28,414 29,523 32,192

Interest expense 34,044 34,317 35,586

Interest income ( 4,217 ) ( 5,664 ) ( 1,521 )

Other segment items (2)

( 276 ) 1,855 ( 691 )

Net income $ 60,900 $ 172,433 $ 286,801

Capital expenditures $ 37,063 $ 29,081 $ 41,446

(1) Other costs of materials includes inventory cost adjustments and lease expense.

(2) Other segment items includes (gain) loss on asset disposal, other (income) expense, and income tax expense.

(13) Related Party Transactions

7 unchanged sentences

These obligations will continue so long as CVR Energy owns at least 50 % of our general partner.

There was no activity reported under this agreement during the years ended 2023, 2022, and 2021.

Coffeyville MSA

The Coffeyville MSA provides for monthly payments, subject to netting, for all goods and services supplied under the Coffeyville MSA and is in effect until terminated in writing, in whole or in part, by either party, or until terminated automatically in the event a party falls out of common control with the other party.

The Coffeyville MSA provides the following services:

• Cross Easements - Both CRNF and the CVR Energy Subsidiary can access and utilize each other’s land in certain circumstances in order to operate their respective businesses.

• Hydrogen Purchase and Sale - The CVR Energy Subsidiary agrees to sell and deliver a committed hydrogen volume of 90,000 mscf per month to CRNF, and CRNF has the option to purchase excess volume from the CVR Energy Subsidiary, if available.

There was no activity reported under this agreement during the years ended December 31, 2024, 2023, and 2022.

December 31, 2024 | 72

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Raw Water and Facilities Sharing - CRNF and the CVR Energy Subsidiary are each owners of an undivided one-half interest in and to the water rights and agree to (i) allocate raw water resources between CVR Energy’s Coffeyville refinery and our Coffeyville Facility and (ii) provide for the management of the water intake system which draws raw water from the Verdigris River for both our Coffeyville Facility and CVR Energy’s Coffeyville refinery.

• Pet Coke Supply - The CVR Energy Subsidiary must deliver an annual required amount of pet coke equal to the lesser of (i) 100 percent of the pet coke or (ii) 500,000 tons of pet coke.

Our Coffeyville Facility has the option to purchase any excess of pet coke production at the purchase price provided for in the agreement.

• Feedstock and Shared Services - CRNF and the CVR Energy Subsidiary provide feedstock and other services to one another which are utilized in the respective production processes at each of their respective facilities.

• Lease - CRNF leases certain office and laboratory space from the CVR Energy Subsidiary.

Coffeyville MSA

Under the Coffeyville MSA, CRNF and an indirect, wholly owned subsidiary of CVR Energy (“CVR Energy Subsidiary”) are party to various services, including cross easements, hydrogen purchase and sale, raw water and facilities sharing, pet coke supply, feedstock and shared services, and a lease.

The Coffeyville MSA provides for monthly payments for all goods and services supplied under the Coffeyville MSA and is in effect until terminated in writing, in whole or in part, by either party, or until terminated automatically in the event a party falls out of common control with the other party.

Corporate MSA

Under the Corporate MSA, the General Partner and the Partnership and its subsidiaries, as “service recipients” thereunder, obtain certain management and other administrative and professional services from CVR Services.

The Corporate MSA provides for payment by each service recipient, including the General Partner and the Partnership and its subsidiaries, of a monthly fee for goods and services supplied thereunder, subject to netting and an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

The Corporate MSA provides for payment by each service recipient, including the General Partner and the Partnership and its subsidiaries, of a monthly fee for goods and services supplied thereunder, subject to an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

Any party may terminate the Corporate MSA upon at least 90 days’ notice.

24 unchanged sentences

(1) Sales to related parties, included in Net sales in our consolidated financial statements, consist of (a) sales of feedstocks and services under the Coffeyville MSA and (b) CO sales to CVRP JV and its subsidiaries.

(2) Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our consolidated financial statements, consist primarily of purchases of pet coke and hydrogen under the Coffeyville MSA and management and other professional services from CVR Services under the Corporate MSA.

(3) Due to related parties, included in Accounts payable to affiliates, consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA.

(2) Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our consolidated financial statements, consist primarily of pet coke and hydrogen purchased under the Coffeyville MSA and management and other professional services under the Corporate MSA.

(3) Consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA.

Distributions to CVR Partners’ Unitholders

3 unchanged sentences

Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution, are subject to change at the discretion of the Board.

The following tables present quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, as of December 31, 2023 and 2022 (amounts presented in table below may not add to totals presented due to rounding):

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

Quarterly Distributions Paid (in thousands)

11 unchanged sentences

$ 6.69 $ 44,673 $ 26,037 $ 70,710

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Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2022 - 4th Quarter

8 unchanged sentences

$ 26.62 $ 177,759 $ 103,605 $ 281,364

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Quarterly Distributions Paid (in thousands)

1 unchanged sentence

Per Common Unit Public Unitholders CVR Energy Total

2021 - 4th Quarter

March 14, 2022 $ 5.24 $ 35,576 $ 20,394 $ 55,970

2022 - 1st Quarter

May 23, 2022 2.26 15,091 8,796 23,887

2022 - 2nd Quarter

4 unchanged sentences

$ 19.32 $ 129,597 $ 75,193 $ 204,790

There were no quarterly distributions declared or paid by the Partnership related to the first quarter of 2021 and the fourth quarter of 2020.

For the fourth quarter of 2024, the Partnership, upon approval by the Board on February 18, 2025, declared a distribution of $ 1.75 per common unit, or $ 18.5 million, which is payable March 10, 2025 to unitholders of record as of March 3, 2025.

Of this amount, CVR Energy will receive approximately $ 6.5 million, with the remaining amount payable to public unitholders.

Of this amount, CVR Energy and IEP will receive approximately $ 6.8 million and $ 0.3 million, respectively, with the remaining amount payable to public unitholders.

(14) Supplemental Cash Flow Information

Cash flows related to income taxes, interest, leases, and capital expenditures and deferred financing costs included in accounts payable are as follows:

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

Year Ended December 31,

9 unchanged sentences

Change in capital expenditures included in accounts payable ( 11 ) 4,885 ( 3,222 )

Change in deferred financing costs included in accounts payable — — 675

ROU assets obtained in exchange for new or modified operating lease liabilities 8,143 — 6,598

ROU assets obtained in exchange for new or modified finance lease liabilities 25,307 — —

December 31, 2024 | 75

1 unchanged sentence

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