2 unchanged sentences
References to “CVR Partners”, the “Partnership”, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the facilities, as the context may require.
+Added: December 31, 2025 | 34
This discussion and analysis covers the years ended December 31, 2025 and 2024 and discusses year-to-year comparisons between such periods.
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If it’s not safe, then we don’t do it.
−Removed: December 31, 2024 | 34
• Environment - We care for our environment.
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We use defined work practices for consistency, efficiency and to create value across the organization.
+Added: December 31, 2025 | 35
Our core Values are driven by our people, inform the way we do business each and every day and enhance our ability to accomplish our mission and related strategic objectives.
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• Environmental, Health & Safety (“EH&S”) - We aim to achieve continuous improvement in all EH&S areas through ensuring our people’s commitment to environmental, health and safety comes first, the refinement of existing policies, continuous training, and enhanced monitoring procedures.
−Removed: • Reliability - Our goal is to achieve industry-leading utilization rates at both of our facilities through safe and reliable operations.
+Added: • Reliability - Our goal is to achieve industry-leading utilization rates at both Facilities through safe and reliable operations.
We are focusing on improvements in day-to-day facility operations, identifying alternative sources for facility inputs to reduce lost time due to third-party operational constraints, and optimizing our commercial and marketing functions to maintain facility operations at their highest level.
1 unchanged sentence
• Financial Discipline - We strive to be as efficient as possible by maintaining low operating costs and disciplined deployment of capital.
−Removed: In January 2025, we published a 2023 Environmental, Social & Governance Report (“2023 ESG Report”), which continues to benchmark performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Partner’s website at www.CVRPartners.com.
−Removed: The 2023 ESG Report does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K or any other report we file with (or furnish to) the Securities and Exchange Commission (the “SEC”), whether made before or after the date of this Annual Report on Form 10-K.
−Removed: Industry Factors and Market Indicators
+Added: Potential Strategic Transactions
+Added: As previously disclosed, Icahn Enterprises L.P.
+Added: and its affiliates (“IEP”) and CVR Energy are considering potential strategic transactions available to CVR Energy subsidiaries and affiliates, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by the Company or our subsidiaries, and/or strategic options involving CVR Partners.
+Added: There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing.
+Added: As of December 31, 2025, IEP owns approximately 70% of CVR Energy’s total outstanding common stock and approximately 2.6% of the total outstanding common units of CVR Partners.
+Added: As of December 31, 2025, CVR Energy, through its subsidiaries, held approximately 36.8% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.
+Added: Partnership Initiatives
+Added: Over the past two years, the Partnership has reserved funds for a series of debottlenecking and reliability projects that are intended to enhance operational reliability and ultimately facilitate potential increases in production capacity:
+Added: • In 2025, the Partnership progressed several projects focused on improving water and electrical reliability, expanding diesel exhaust fluid production, and increasing loadout capabilities, among other initiatives.
+Added: • During the planned turnaround at the Coffeyville Facility (the “2025 Coffeyville Turnaround”), which was completed as scheduled in early November 2025, the Partnership completed the installation of a nitrous oxide abatement unit.
+Added: As a result, all four of our nitric acid plants are now equipped with nitrous oxide abatement units.
+Added: Based on engineering studies completed earlier in 2025, the Coffeyville Facility has the potential, subject to certain facility modifications, to utilize natural gas as an alternative feedstock to pet coke in the production of nitrogen fertilizer.
+Added: The Partnership is also evaluating the ability to import larger than historical quantities of hydrogen directly from CVR Energy’s adjacent refinery and to increase the nameplate ammonia production of the Coffeyville Facility.
+Added: The initial stages of this combined project have been approved by the board of directors of our General Partner (the “Board”), subject to completion of detailed engineering and final cost estimates.
+Added: If completed, these initiatives would make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility, providing management with the ability to choose the optimal mix of natural gas and third-party pet coke depending on prevailing prices.
+Added: In December 2025, we published our 2024 Environmental, Social & Governance Report (“2024 ESG Report”), which continues to benchmark performance against specific Sustainability Accounting Standards Board metrics and is available at CVR Partner’s website at www.CVRPartners.com.
+Added: The 2024 ESG Report does not constitute a part of, and is not incorporated
+Added: December 31, 2025 | 36
+Added: by reference into, this Annual Report on Form 10-K or any other report we file with (or furnish to) the Securities and Exchange Commission (the “SEC”), whether made before or after the date of this Annual Report on Form 10-K.
+Added: Industry Factors
Within the nitrogen fertilizer business, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.
The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors.
−Removed: December 31, 2024 | 35
Nitrogen fertilizer prices are also affected by local factors, including local market conditions and the operating levels of competing facilities.
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These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility.
−Removed: Moreover, the industry typically experiences seasonal fluctuations in demand for nitrogen fertilizer products.
General Business Environment
−Removed: The Partnership believes the general business environment in which it operates will continue to remain volatile, driven by uncertainty around the availability and prices of its feedstocks, demand for and prices of its products, inflation, and existing and potential future global supply disruptions.
−Removed: As a result, future operating results and current and long-term financial conditions could be negatively impacted if economic conditions remain volatile and/or decline.
−Removed: The Partnership is not able at this time to predict the extent to which these conditions may have a material, or any, effect on its financial or operational results in future periods.
−Removed: Regulatory Environment - Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including the ones related to corn-based ethanol and sustainable aviation fuel production or consumption, can impact, and have directly impacted, our business.
−Removed: In June 2023, the United States Environmental Protection Agency (“EPA”) announced the renewable volume obligations for 2023, 2024, and 2025, which maintained the conventional biofuel blending level at 15 billion gallons.
−Removed: These actions lead us to believe that the demand on food, in particular corn, for fuel will remain strong for the foreseeable future and support farmer economics that incentivize the use of nitrogen-based fertilizers.
−Removed: In contrast, in March 2024, the EPA finalized new motor vehicle emission standards for light-, medium-, and heavy-duty vehicles for model year 2027 and beyond, which could significantly reduce the use of internal combustion engine vehicles and the demand for liquid fuels, including ethanol.
−Removed: In 2023, production of ethanol consumed approximately 37% of the annual United States corn crop used by the market.
−Removed: There have been several proposed and enacted climate-related rules and compliance requirements at federal, state, and international levels.
−Removed: While the Biden Administration had advanced significant climate-related initiatives, including stricter EPA motor vehicle emissions standards and the SEC’s proposed climate risk disclosure rule, recent changes under the Trump Administration following the 2024 U.S.
−Removed: presidential election has begun to and may further shift regulatory priorities.
−Removed: Through executive orders and regulatory rollbacks, certain of these initiatives have been curtailed or reevaluated, creating a more uncertain regulatory landscape, which may materially impact our business, operations, compliance costs, results and market stability.
−Removed: Geopolitical Matters - The Middle East conflict, which began in October 2023 and impacted global fertilizer and agriculture markets, alongside other conflicts, like the ongoing Russia-Ukraine war, continue to present significant geopolitical risks to global markets as does the potential for future trade wars and the potential changes in U.S.
−Removed: economic trade policy.
−Removed: These concerns, including the enforcement of sanctions, could lead to disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions.
−Removed: The ultimate outcome of these conflicts and/or economic policy, or further escalation or expansion thereof, and any associated market disruptions are difficult to predict and may affect our business, operations, and cash flows in unforeseen ways.
−Removed: Market Indicators
−Removed: While there is risk of shorter-term volatility given the inherent nature of the commodity cycle and governmental and geopolitical risks, the Partnership believes the long-term fundamentals for the U.S.
−Removed: nitrogen fertilizer industry remain intact.
−Removed: The Partnership views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
−Removed: Corn and soybeans are two major crops planted by farmers in North America.
−Removed: Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle.
−Removed: Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N
−Removed: December 31, 2024 | 36
−Removed: As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle.
−Removed: Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle as shown by the chart presented below.
−Removed: The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres.
−Removed: Additionally, an estimated 14 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2024/2025.
−Removed: Multiple refiners have announced renewable diesel expansion projects for 2025 and beyond, which should only increase the demand for soybeans and potentially for corn and canola.
−Removed: The United States Department of Agriculture (“USDA”) estimates that in spring 2024 farmers planted 90.7 million corn acres, representing a decrease of 4.1% as compared to 94.6 million corn acres in 2023.
−Removed: Planted soybean acres for spring 2024 are 87.1 million, representing an increase of 4.2% as compared to 83.6 million soybean acres in 2023.
−Removed: The combined corn and soybean planted acres of 177.8 million in 2024 is in line with the acreage planted in 2023.
−Removed: Due to lower input costs in 2024 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2024.
−Removed: Inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2025.
−Removed: Ethanol is blended with gasoline to meet renewable fuel standard requirements and for its octane value.
−Removed: Since 2010, ethanol production has historically consumed 37% of the U.S.
−Removed: corn crop used by the market, so demand for corn generally rises and falls with ethanol demand, as shown by the charts below, through December 31, 2024.
−Removed: Plant Production of Fuel Ethanol (1)
−Removed: Corn and Soybean Planted Acres (2)
−Removed: (1) Information used within this chart was obtained from the U.S.
−Removed: Energy Information Administration (“EIA”) through December 31, 2024.
−Removed: (2) Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of December 31, 2024.
−Removed: Weather continues to be a critical variable for crop production.
−Removed: Even with high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn and soybeans remain near historical 10-year averages and prices have remained elevated.
−Removed: Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2024 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.
−Removed: Fertilizer input costs have been volatile since the fall of 2021.
−Removed: Natural gas prices were elevated in the fall of 2022 due to shortages in Europe and demand being driven by building natural gas storage for winter.
−Removed: Winter 2023/2024 weather was warmer than average in Europe and when combined with natural gas conservation measures caused demand and prices for natural gas in Europe to fall significantly in the first quarter of 2024 and remain below the 2021/2022 price levels throughout 2024.
−Removed: The decline in natural gas prices, and the resulting reversal of capacity curtailments, among other factors, has led to a significant reduction in the price for nitrogen fertilizer from peak prices.
−Removed: While we expect that natural gas prices might remain below the elevated levels experienced in 2022 in the near term, we believe that the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026.
−Removed: Although pet coke prices had been elevated since 2021 due to
−Removed: December 31, 2024 | 37
−Removed: higher natural gas prices compared to historical levels, as natural gas prices remained low in 2024, third-party pet coke prices declined into 2024 and fell further into 2025.
−Removed: Partnership Initiatives
−Removed: The Partnership is nearing completion of engineering studies on the potential to utilize natural gas as an optional feedstock to pet coke at its Coffeyville Facility.
−Removed: Based on these studies, we believe the Coffeyville Facility could utilize either natural gas or pet coke to produce nitrogen fertilizer by making certain modifications to the facility.
−Removed: If this project is approved by the board of directors of our general partner (the “Board”) and successfully implemented, it could allow the Partnership to choose the optimal feedstock mix for production and would make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with that feedstock flexibility.
−Removed: As part of growth capital projects, the Partnership has undertaken several initiatives to continually improve reliability of its Facilities.
−Removed: In December 2024, an additional piece of oxygen equipment was installed to provide better reliability of a third-party air separation plant which supplies contract volumes of oxygen, nitrogen, and compressed dry air to the Coffeyville Facility gasifiers.
−Removed: The charts below show relevant market indicators by month through December 31, 2024:
−Removed: Ammonia and UAN Market Pricing (1)
−Removed: (1) Information used within this chart was obtained from various third-party sources including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
+Added: On September 25, 2025, the United States Department of Agriculture (“USDA”) and the Department of Justice (“DOJ”) antitrust division signed a memorandum of understanding to conduct an investigation into anti-competitive practices among suppliers of agricultural inputs, including fertilizers, seeds, and crop protection products.
+Added: In addition, actual and potential tariffs imposed by the U.S.
+Added: on imports of nitrogen fertilizers have been among the factors that have caused the price of fertilizers to rise in the U.S.
+Added: However, retaliatory trade actions by other countries, particularly in corn and soybean, have been a factor in lowering grain prices and negatively impacting farmer economics.
+Added: The Partnership expects to benefit from the permanent extension of certain of the 2017 Tax Cuts and Jobs Act provisions signed into law on July 4, 2025 with the One Big Beautiful Bill Act.
+Added: The Partnership expects no material impact to its income tax balances and will continue to monitor developments and evaluate any potential future impacts.
+Added: Geopolitical Matters
+Added: • Changes, and proposed changes, to the U.S.
+Added: global trade policy, along with renewed trade tensions and related international retaliatory measures, have continued to influence global markets and impact short- and long-term economics in the U.S.
+Added: and around the globe, including concerns over inflation, recession, and slowing growth.
+Added: • The ongoing Russia-Ukraine war, continued conflicts and tensions in the Middle East, and the related implications for the global fertilizer and agriculture industries, together with tentative and ongoing peace negotiations in the affected regions, could lead to further disruptions in the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions, sanctions or transportation bottlenecks.
+Added: The ultimate impacts of these conflicts and/or economic policy, or further escalation, expansion, or resolution thereof, may affect our business, operations, cash flows, and access to capital in unforeseen ways.
+Added: Regulatory Environment
+Added: • Our business faces an uncertain regulatory landscape around climate-related reporting requirements due to various changes at the federal, state, and international levels which may materially impact our business, operations, compliance costs, results of operations and overall market stability.
+Added: • Certain governmental regulations and incentives associated with the automobile transportation and agricultural industries, including the ones related to corn-based ethanol and vegetable oil-based biodiesel, renewable diesel, and sustainable aviation fuel production or consumption, can impact, and have directly impacted, our business.
+Added: In response to the United States Environmental Protection Agency (“EPA”) granting full or partial small refinery exemptions to 140 refineries in August 2025, a low reallocation requirement by the EPA of the exempted gallons from 2023 to present to other refiners could depress demand for corn and soybeans used in fuels blending.
+Added: However, we believe the
December 31, 2025 | 37
−Removed: Natural Gas Market Pricing (1)
−Removed: Pet Coke Market Pricing (1)
−Removed: (1) Information used within these charts was obtained from various third-party sources including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
+Added: government will seek ways to mitigate the potential impact of these reallocations on farmers, which will support continued planting activities in the future.
+Added: • Provisions of the Section 45Z Clean Fuel Production Credit exclude imports of renewable fuels and imported feedstocks used to produce renewable fuels in the United States, which we expect to support demand for domestic corn and soybean oil feedstocks.
+Added: • Corn used in ethanol production consumed approximately 36% of the annual United States corn crop used by the market.
+Added: Further, potential year-round, nationwide E15 (gasoline blended with 15% ethanol) expansion is expected to support fertilizer demand and pricing by driving increased, long-term demand for corn.
Results of Operations
The following should be read in conjunction with the information outlined in the previous sections of this Part II, Item 7 and the financial statements and related notes thereto in Part II, Item 8 of this Report.
−Removed: The chart presented below summarizes our ammonia utilization rates on a consolidated basis for the years ended December 31, 2024, 2023, and 2022.
−Removed: Utilization is an important measure used by management to assess operational output at each of the Partnership’s facilities.
−Removed: Utilization is calculated as actual tons of ammonia produced divided by capacity.
+Added: Utilization is an important measure used by management to assess operational output at each of the Partnership’s Facilities and is calculated as actual tons of ammonia produced divided by capacity.
Utilization is presented solely on ammonia production, rather than on each nitrogen product, as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products.
With production primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how we operate.
−Removed: December 31, 2024 | 39
+Added: The chart presented below summarizes our ammonia utilization rates on a consolidated basis for the years ended December 31, 2025, 2024, and 2023.
+Added: Year Ended December 31,
+Added: (percent of capacity utilization) 2025 2024 2023
Ammonia utilization rate
−Removed: On a consolidated basis, utilization decreased 4% to 96% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “ 2024 Outages”) in the current period.
−Removed: Sales and Pricing per Ton - Two of our key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate.
−Removed: Product pricing at gate represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.
−Removed: Ammonia Sales Volumes and Pricing UAN Sales Volumes and Pricing
−Removed: For the year ended December 31, 2024, total product sales volumes were unfavorable driven by reduced production volumes resulting from the 2024 Outages in the current period.
−Removed: For the year ended December 31, 2024, total product sales were unfavorable driven by sales price decreases of 16% for ammonia and 20% for UAN during the year.
−Removed: Ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices reducing input costs and lower planted acres of corn in the U.S.
−Removed: Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products.
−Removed: Net tons available for sale represents the ammonia available for sale that was not
+Added: 88 % 96 % 100 %
+Added: On a consolidated basis, for the year ended December 31, 2025 as compared to December 31, 2024, utilization decreased 8% primarily due to the 2025 Coffeyville Turnaround and subsequent downtime of several weeks due to startup issues at the third-party air separation plant, as well as control systems upgrades at the East Dubuque Facility in the second and third quarters of 2025 and other minor unplanned outages at the Facilities in the current period (the “2025 Outages”), partially offset by the 14-day planned outage at the Coffeyville Facility during the first quarter of 2024 and other minor unplanned outages at the Facilities (the “2024 Outages”) in the prior period.
+Added: Sales Volume and Pricing per Ton - Two of our key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate which represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Consolidated sales (thousands of tons)
+Added: 1,191 1,260 1,395
+Added: Consolidated product pricing at gate (dollars per ton)
+Added: $ 582 $ 479 $ 573
+Added: For the year ended December 31, 2025, total product sales volume variance was unfavorable driven by reduced production volumes resulting from the 2025 Coffeyville Turnaround and the 2025 Outages.
+Added: Total product sales variance was favorable, driven by sales price increases of 22% for ammonia and 27% for UAN during the year.
+Added: Ammonia and UAN sales price were favorable primarily due to improved market conditions, primarily driven by tight inventory levels.
+Added: These inventory constraints resulted from increased demand arising from higher planting acreage of corn in 2025 and increased soybean yields, as well as domestic and international production outages that reduced global supply of nitrogen fertilizers.
+Added: Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.
December 31, 2025 | 38
−Removed: upgraded into other fertilizer products.
+Added: Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products.
+Added: Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products.
The table below presents these metrics for the years ended December 31, 2025, 2024, and 2023:
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$ 3.74 $ 2.56 $ 3.42
−Removed: Natural gas in cost of materials and other (thousands of MMBtus) (1)
−Removed: 7,755 8,671 6,701
−Removed: Natural gas in cost of materials and other (dollars per MMBtu) (1)
−Removed: $ 2.50 $ 3.84 $ 6.37
(1) The feedstock natural gas shown above does not include natural gas used for fuel.
The cost of fuel natural gas is included in Direct operating expenses (exclusive of depreciation and amortization).
−Removed: Financial Highlights
−Removed: Overview - For the year ended December 31, 2024, the Partnership’s operating income and net income were $90.4 million and $60.9 million, respectively, compared to operating income and net income of $201.4 million and $172.4 million, respectively, for the year ended December 31, 2023.
−Removed: These decreases were driven primarily by lower product sales prices attributable to natural gas prices reducing input costs and driving an overall decrease in market prices and unfavorable product sales volume driven by reduced production volumes resulting from the 2024 Outages in the current period, partially offset by favorable utility costs due to lower natural gas and electricity prices.
−Removed: Net Sales Operating Income
+Added: Market Indicators
+Added: The Partnership views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.
+Added: Corn and soybeans are two major crops planted by farmers in North America.
+Added: Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle.
+Added: Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”.
+Added: As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle.
+Added: Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle.
+Added: The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres.
+Added: Additionally, an estimated 15.5 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2025/2026.
+Added: Weather continues to be a critical variable for crop production.
+Added: Demand for nitrogen fertilizer, as well as other crop inputs, was strong for the spring 2025 planting season, primarily due to elevated grain prices and favorable weather conditions for planting.
+Added: Even with high planted acres and above trendline yields per acre for corn in the United States, global inventory levels for corn remain above historical 10-year averages, prices remained moderated through 2025.
+Added: While soybean production declined slightly due to fewer planted acres in 2025, yields were above historical levels, and pricing has remained steady as global inventory levels have increased.
+Added: The United States Department of Agriculture (“USDA”) estimates that in spring 2025 farmers planted 8.7% more corn acres and 6.9% less soybean acres compared to 2024.
+Added: The combined corn and soybean planted acres of 180.0 million in 2025 was slightly higher than the acreage planted in 2024.
+Added: Due to lower input costs in 2025 for corn planting and the relative grain prices of corn versus soybeans, economics favored planting corn compared to soybeans in 2025.
+Added: Inventory levels of corn and soybeans are expected to be supportive of grain prices into the spring of 2026.
December 31, 2025 | 39
+Added: Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard of the Clean Air Act and for its octane value.
+Added: Since 2020, corn used in ethanol production has historically consumed 36% of the annual production of the U.S.
+Added: corn crop used by the market, so demand for corn generally rises and falls with ethanol demand.
+Added: The EPA’s recently proposed renewable volume requirements for 2026 and 2027 include increased volume requirements for biomass-based diesel and advanced biofuel, which are expected to be supportive of grain demand and prices.
+Added: The charts below show the corn-soybean rotational planting cycle and average fuel ethanol production volumes in the U.S.
+Added: for the years ended December 31, 2025, 2024, and 2023:
+Added: Corn and Soybean Planted Acres (1)
+Added: Plant Production of Fuel Ethanol (2)
+Added: (1) Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of December 31, 2025.
+Added: (2) Information used within this chart was obtained from the U.S.
+Added: Energy Information Administration (“EIA”) through December 31, 2025.
+Added: We believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026.
+Added: Pet coke prices are expected to continue to fall into 2026 due to the decline in oil prices seen since 2024.
+Added: The charts below show relevant market indicators by month through December 31, 2025:
+Added: Ammonia and UAN Market Pricing (1)
+Added: (1) Information used within this chart was obtained from various third-party sources including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
+Added: December 31, 2025 | 40
+Added: Natural Gas Market Pricing (1)
+Added: Pet Coke Market Pricing (1)
+Added: (1) Information used within this chart was obtained from various third-party sources including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, amongst others.
+Added: Financial Highlights
+Added: Year Ended December 31,
+Added: (in thousands) 2025 2024 2023
+Added: Net sales $ 606,038 $ 525,324 $ 681,477
+Added: Cost of materials and other 106,743 104,141 134,377
+Added: Direct operating expenses (1)
+Added: 254,058 214,222 234,916
+Added: Depreciation and amortization 81,867 88,096 79,720
+Added: Selling, general, and administrative expenses 33,594 28,414 29,523
+Added: Loss on asset disposals 1,118 100 1,533
+Added: Operating income
+Added: $ 128,658 $ 90,351 $ 201,408
+Added: $ 98,662 $ 60,900 $ 172,433
+Added: $ 210,851 $ 178,900 $ 281,095
+Added: (1) Exclusive of depreciation and amortization expense.
(2) See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
−Removed: Net Sales - For the year ended December 31, 2024, net sales was $525.3 million compared to $681.5 million for the year ended December 31, 2023.
−Removed: This decrease was primarily due to unfavorable UAN and ammonia pricing conditions and sales volumes which lowered revenues by $103.4 million and $47.1 million, respectively.
−Removed: For the years ended December 31, 2024 and 2023, net sales included $36.3 million and $42.1 million in freight revenue and $16.6 million and $18.2 million in other revenue, respectively.
−Removed: The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the year ended December 31, 2024 compared to the year ended December 31, 2023:
+Added: Overview - For the year ended December 31, 2025, the Partnership’s operating income and net income increased $38.3 million and $37.8 million, respectively, compared to the year ended December 31, 2024 primarily due to increased product sales and lower pet coke feedstock costs, partially offset by unfavorable sales volumes driven by the 2025 Coffeyville Turnaround and the 2025 Outages, higher natural gas and ammonia feedstock costs, increased expenses associated with the 2025 Coffeyville Turnaround, higher personnel costs, and unfavorable utility costs due to higher natural gas and electricity prices.
+Added: Net Sales - The $80.7 million increase for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to favorable UAN and ammonia pricing which increased revenues by $104.8 million partially offset by reduced sales volumes which decreased revenues by $29.3 million.
+Added: December 31, 2025 | 41
+Added: The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the year ended December 31, 2025 as compared to December 31, 2024:
(in thousands) Price
1 unchanged sentence
Ammonia 25,477 (12,341)
−Removed: For the year ended December 31, 2024 compared to the year ended December 31, 2023, ammonia and UAN sales prices were unfavorable primarily due to lower natural gas prices reducing input costs and driving an overall decrease in market prices, paired with lower planted corn acres in the U.S.
−Removed: Total product sales volumes were unfavorable driven by reduced production volumes resulting from the 2024 Outages in the current period.
−Removed: December 31, 2024 | 42
−Removed: Cost of Materials and Other Direct Operating Expenses (1)
−Removed: (1) Exclusive of depreciation and amortization expense.
−Removed: Cost of Materials and Other - For the year ended December 31, 2024, cost of materials and other was $104.1 million compared to $134.4 million for the year ended December 31, 2023.
−Removed: The decrease was driven primarily by lower pet coke and natural gas feedstock costs, as discussed above, combined with favorable inventory impacts in the current period.
−Removed: Direct Operating Expenses (exclusive of depreciation and amortization) - For the year ended December 31, 2024, direct operating expenses (exclusive of depreciation and amortization) were $214.2 million compared to $234.9 million for the year ended December 31, 2023.
−Removed: The decrease was primarily due to favorable utility costs due to lower natural gas and electricity prices combined with favorable inventory impacts in the current period.
−Removed: Depreciation and Amortization Selling, General, and Administrative Expenses
−Removed: Depreciation and Amortization Expense - For the year ended December 31, 2024, depreciation and amortization expense was $88.1 million compared to $79.7 million for the year ended December 31, 2023.
−Removed: This increase was primarily due to accelerated depreciation related to planned asset retirements, including granular plant production assets, and due to additions to property, plant, and equipment during the current period, partially offset by fluctuations in depreciation capitalized to inventory and retirement of fully depreciated assets.
−Removed: Selling, General, and Administrative Expenses - For the year ended December 31, 2024, Selling, general and administrative expenses was $28.4 million compared to $29.5 million for the year ended December 31, 2023.
−Removed: The decrease was primarily
−Removed: December 31, 2024 | 43
−Removed: related to lower share-based compensation due to a decrease in market prices for CVR Partners’ common units in the current period, partially offset by an increase in other personnel costs.
+Added: Ammonia and UAN sales price variances were favorable primarily due to aforementioned improved pricing and inventory conditions within the Sales Volume and Pricing per Ton discussion above.
+Added: Cost of Materials and Other - The $2.6 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to higher natural gas feedstock costs as a result of higher natural gas prices combined with increased ammonia feedstock costs, partially offset by lower pet coke feedstock costs primarily as a result of the 2025 Coffeyville Turnaround and the subsequent downtime due to three weeks of startup issues at the third-party air separation plant at the Coffeyville Facility during the fourth quarter of 2025.
+Added: Direct Operating Expenses (exclusive of depreciation and amortization) - The $39.8 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to increased expenses associated with the 2025 Coffeyville Turnaround and, to a lesser extent, was also due to higher personnel costs, increased utility costs, and unfavorable inventory impacts in the current period.
+Added: Depreciation and Amortization Expense - The $6.2 million decrease for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to certain assets being fully depreciated during 2024 as a result of depreciation being accelerated, including granular plant production assets related to planned asset retirements, partially offset by additions to property, plant, and equipment and fluctuations in depreciation capitalized to inventory in the current period.
+Added: Selling, General, and Administrative Expenses - The $5.2 million increase for the year ended December 31, 2025 as compared to December 31, 2024 was due primarily to higher share-based compensation due to a larger increase in market prices for CVR Partners’ common units compared to the prior period.
Non-GAAP Measures
−Removed: Our management uses certain non-GAAP performance measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
−Removed: These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.
+Added: Our management uses certain non-GAAP measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
+Added: These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the measures defined below.
The following are non-GAAP measures we present for the years ended December 31, 2025, 2024, and 2023:
1 unchanged sentence
Adjusted EBITDA - EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.
−Removed: Available Cash for Distribution - EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, debt service and other contractual obligations and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion.
+Added: Available Cash for Distribution - EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, turnarounds, debt service and other contractual obligations and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion.
Available Cash for Distribution may be increased by the release of previously established cash reserves, if any, and other excess cash, at the discretion of the Board.
−Removed: We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, without regard to historical cost basis or financing methods, and our ability to incur and service debt and fund capital expenditures.
+Added: We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, without regard to historical cost basis or
+Added: December 31, 2025 | 42
+Added: financing methods, and our ability to incur and service debt and fund capital and turnaround expenditures.
Non-GAAP measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income.
6 unchanged sentences
We incurred turnaround expenses of $16.7 million, $0.5 million, and $1.8 million during the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility.
−Removed: December 31, 2024 | 44
+Added: The next scheduled turnaround is currently set to commence in August 2026 at the East Dubuque Facility.
Non-GAAP Reconciliations
4 unchanged sentences
Interest expense, net 30,345 29,827 28,653
−Removed: Income tax expense 77 289 160
+Added: Income tax (benefit) expense (23) 77 289
Depreciation and amortization 81,867 88,096 79,720
11 unchanged sentences
Principal payments on senior secured notes and deferred financing costs — — (500)
−Removed: Repurchase of common units — — (12,398)
Available cash for distribution (5)
1 unchanged sentence
Common units outstanding 10,570 10,570 10,570
−Removed: (1) Amount consists of adjustment of expenses incurred by the city of Coffeyville during winter storm Uri in 2021 and cash impacts thereof and reserves established by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.
−Removed: (2) Amount consists of maintenance capital expenditures, including additional reserves for future growth projects of $29.1 million and $28.4 million for the years ended December 31, 2024 and 2023.
−Removed: There were no reserves for future growth projects for year ended December 31, 2022.
+Added: (1) Amount consists of reserves established by management and approved by the Board for potential future cash needs related to nitrogen fertilizer seasonality, feedstock price volatility, and any known operating events.
+Added: (2) Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects, net of any releases of previously reserved funds, of $30.7 million, $29.1 million, and $28.4 million for the years ended December 31, 2025, 2024, and 2023, respectively .
(3) Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.
−Removed: (4) Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the 45Q Transaction.
+Added: (4) Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”).
(5) Amount represents the cumulative available cash for distribution based on full year results.
1 unchanged sentence
The Partnership declared and paid cash distributions of $1.75, $2.26, $3.89, and $4.02 per common unit related to the fourth quarter of 2024, and the first, second, and third quarters of 2025, respectively, and declared a cash distribution of $0.37 per common unit related to the fourth quarter of 2025, to be paid in March 2026.
−Removed: Liquidity and Capital Resources
−Removed: Our principal source of liquidity has historically been and continues to be cash from operations, which can include cash advances from customers resulting from prepay contracts.
−Removed: As further discussed below, our principal uses of cash are for working capital, capital expenditures, funding our debt service obligations, and paying distributions to our unitholders.
−Removed: When considering the market conditions and current geopolitical matters, we currently believe that our cash from operations and existing cash and cash equivalents, along with borrowings and reserves, as necessary, will be sufficient to satisfy anticipated cash requirements associated with our existing operations for at least the next 12 months.
−Removed: However, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors including, but not limited to, rising material and labor costs and other inflationary pressures.
−Removed: Additionally, our ability to generate sufficient cash from our operating activities and secure additional financing depends on our future performance, which is subject to operating performance, as well as general economic, political, financial, competitive, and other factors, some of which may be beyond our control.
−Removed: Depending on the needs of our business, contractual limitations, and market conditions, we may from time to time seek to issue equity securities, incur additional debt, issue debt securities, or redeem, repurchase, refinance, or retire our outstanding
December 31, 2025 | 43
−Removed: debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise.
−Removed: There can be no assurance that we will seek to do any of the foregoing or that we will be able to do any of the foregoing on terms acceptable to us or at all.
+Added: Liquidity and Capital Resources
+Added: Our primary source of liquidity is cash generated from operations, which may include customer cash advances under prepay contracts.
+Added: As further discussed below, our primary uses of cash are for working capital, capital and turnaround expenditures, servicing debt obligations, and paying distributions to our unitholders.
+Added: Considering current market conditions and geopolitical matters, we believe that cash from operations, together with existing cash and cash equivalents, available borrowings, and reserves is sufficient to meet anticipated operating cash requirements for at least the next 12 months.
+Added: However, future capital expenditures and other cash needs may exceed current expectations due to factors such as rising material and labor costs, inflationary pressures, and interest rate volatility.
+Added: In addition, supply chain disruptions, geopolitical instability, commodity price fluctuations, and changes in regulatory policies may negatively impact our operations.
+Added: Our ability to generate adequate cash flow and access additional financing depends on our future performance, which is subject to various factors—economic, political, financial, and competitive—many of which may be beyond our control.
+Added: Shifts in U.S.
+Added: trade policy, global demand dynamics, and tightening credit markets could also affect our financial position.
+Added: Subject to business needs, contractual limitations, and market conditions, we may pursue financing strategies such as issuing equity or debt securities, incurring additional borrowings, or refinance existing debt through various means, including open market repurchases, tender offers or privately negotiated transactions.
+Added: There can be no assurance that any such actions will be undertaken or, if pursued, completed on favorable terms.
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of December 31, 2025 and through the date of filing, as applicable.
Cash and Other Liquidity
−Removed: As of December 31, 2024, we had cash and cash equivalents of $90.9 million and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million as of December 31, 2024.
+Added: As of December 31, 2025, we had cash and cash equivalents of $69.2 million and, combined with $47.9 million available under our ABL Credit Facility, we had total liquidity of $117.1 million.
As of December 31, 2024, we had $90.9 million in cash and cash equivalents and, combined with $38.9 million available under our ABL Credit Facility, we had total liquidity of $129.8 million.
10 unchanged sentences
maintenance and growth.
−Removed: Maintenance capital spending includes non-discretionary maintenance projects and projects required to comply with environmental, health, and safety regulations.
−Removed: Growth capital projects generally involve an expansion of existing capacity, reliability improvements, and/or reducing direct operating expenses.
−Removed: We undertake growth capital spending based on the expected return on incremental capital employed, which is typically funded by reserves taken in prior years.
+Added: Maintenance capital spending includes non-discretionary maintenance projects necessary to maintain safe and reliable operations, including those required to comply with environmental, health, and safety regulations.
+Added: Growth capital projects generally support the expansion of existing capacity, improvements in reliability, and reductions in direct operating expenses.
+Added: We undertake growth capital projects selectively, based on strategic priorities and expected returns, and may adjust the timing or scope of such investments in response to market conditions or operational needs.
+Added: December 31, 2025 | 44
Our total capital expenditures for the years ended December 31, 2025 and 2024, along with our estimated expenditures for 2026 are as follows:
4 unchanged sentences
Total capital expenditures $ 56,923 $ 37,063 $60,000 - 75,000
−Removed: Our estimated capital expenditures are subject to change due to changes in capital projects’ cost, scope, and completion time.
−Removed: For example, we may experience changes in labor or equipment costs necessary to comply with government regulations or to complete projects that sustain or improve the profitability of the Facilities.
−Removed: We may also accelerate or defer some capital expenditures from time to time.
−Removed: The Board determines capital spending for CVR Partners.
−Removed: We will continue to monitor market conditions and make adjustments, if needed, to our current capital spending or turnaround plans.
+Added: Our estimated capital expenditures are subject to change based on changes in project cost, scope, and timing.
+Added: For example, fluctuations in labor and equipment costs—particularly those related to compliance with government regulations or initiatives aimed at sustaining or enhancing facility profitability.
+Added: Additionally, we may choose to accelerate or defer certain capital expenditures in response to operational priorities or market conditions from time to time.
+Added: Capital spending decisions for CVR Partners are determined by the Board.
+Added: We continue to actively monitor market conditions and will adjust our capital and turnaround plans as necessary to align with evolving business needs and external factors.
We incurred turnaround expenses of $16.7 million, $0.5 million, and $1.8 million during the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: The next planned turnarounds are currently scheduled to commence in the fourth quarter of 2025 at the Coffeyville Facility and in 2026 at the East Dubuque Facility.
−Removed: December 31, 2024 | 46
+Added: The Coffeyville Facility’s scheduled turnaround commenced in early October 2025 and was completed during November 2025.
+Added: The next scheduled turnaround is set to commence in August 2026 at the East Dubuque Facility at an estimated cost of $30.0 million.
+Added: Turnaround costs are expensed as incurred within Direct operating expenses (exclusive of depreciation and amortization) and are expected to be funded through cash reserves accumulated preceding the turnaround.
Cash Requirements
15 unchanged sentences
Total cash requirements $ 86,734 $ 713,569 $ 800,303
−Removed: (1) Debt obligations consist of the 2028 Notes as of December 31, 2024.
−Removed: (2) Interest payments related to debt obligations consist of interest payments for our long-term debt outstanding as of December 31, 2024 and commitment fees on the unutilized commitments of the ABL Credit Facility.
+Added: (1) Debt obligations consist of the 6.125% Senior Secured Notes due 2028 (“2028 Notes”).
+Added: (2) Consists of interest payments for our 2028 Notes and commitment fees on the unutilized commitments of our ABL Credit Facility.
(3) Operating lease liabilities and finance lease obligations are described in Part II, Item 8, Note 6 (“Leases”) of this Report.
2 unchanged sentences
Distributions to Unitholders
−Removed: The current policy of the Board is to distribute all Available Cash for Distribution, as determined by the Board in its sole discretion, the Partnership generates on a quarterly basis.
−Removed: The Board will determine Available Cash for Distribution for each quarter following the end of such quarter.
−Removed: Available Cash for Distribution for each quarter is calculated as EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion.
−Removed: Available Cash for Distribution may be increased by releasing previously established cash reserves, if any, and other excess cash, at the discretion of the Board.
−Removed: Distributions, if any, including the payment, amount, and timing thereof, and the Board’s distribution policy, including the definition of Available Cash for Distribution and reserves relating thereto, are subject to change at the discretion of the Board.
−Removed: The following table presents quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy, during 2024, 2023, and 2022 (amounts presented in the table below may not add to totals presented due to rounding):
−Removed: Quarterly Distributions Paid (in thousands)
−Removed: Related Period Date Paid Quarterly Distributions
−Removed: Per Common Unit Public Unitholders CVR Energy Total
−Removed: 2023 - 4th Quarter
−Removed: March 11, 2024 $ 1.68 $ 11,218 $ 6,539 $ 17,757
−Removed: 2024 - 1st Quarter
−Removed: May 20, 2024 1.92 12,821 7,472 20,293
−Removed: 2024 - 2nd Quarter
−Removed: August 19, 2024 1.90 12,688 7,395 20,082
−Removed: 2024 - 3rd Quarter
−Removed: November 18, 2024 1.19 7,946 4,632 12,578
−Removed: Total 2024 quarterly distributions
−Removed: $ 6.69 $ 44,673 $ 26,037 $ 70,710
−Removed: 2022 - 4th Quarter
−Removed: March 13, 2023 $ 10.50 $ 70,115 $ 40,866 $ 110,981
−Removed: 2023 - 1st Quarter
−Removed: May 22, 2023 10.43 69,647 40,594 110,241
−Removed: 2023 - 2nd Quarter
−Removed: August 21, 2023 4.14 27,646 16,113 43,759
−Removed: 2023 - 3rd Quarter
−Removed: November 20, 2023 1.55 10,350 6,033 16,383
−Removed: Total 2023 quarterly distributions
−Removed: $ 26.62 $ 177,759 $ 103,605 $ 281,364
+Added: The current policy of the Board is to distribute all Available Cash for Distribution, as determined in its sole discretion, on a quarterly basis.
+Added: Following the end of each quarter, the Board evaluates and determines Available Cash for Distribution, which is generally calculated as EBITDA for the quarter, adjusted to exclude noncash income or expense items, if and to the extent the Board deems such adjustments necessary or appropriate.
+Added: From this adjusted EBITDA, the Board deducts (i) reserves for maintenance capital expenditures, turnarounds, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs, in each case, as deemed necessary or appropriate in its sole discretion.
+Added: Available Cash for
December 31, 2025 | 45
−Removed: Quarterly Distributions Paid (in thousands)
−Removed: Related Period Date Paid Quarterly Distributions
−Removed: Per Common Unit Public Unitholders CVR Energy Total
−Removed: 2021 - 4th Quarter
−Removed: March 14, 2022 $ 5.24 $ 35,576 $ 20,394 $ 55,970
−Removed: 2022 - 1st Quarter
−Removed: May 23, 2022 2.26 15,091 8,796 23,887
−Removed: 2022 - 2nd Quarter
−Removed: August 22, 2022 10.05 67,109 39,115 106,225
−Removed: 2022 - 3rd Quarter
−Removed: November 21, 2022 1.77 11,819 6,889 18,708
−Removed: Total 2022 quarterly distributions
+Added: Distribution may also be increased by the release of previously established reserves or other excess cash, subject to the Board’s discretion.
+Added: Distributions, if any—including the amount, timing, and the Board’s distribution policy—are subject to change at the discretion of the Board.
+Added: This includes the definition of Available Cash for Distribution and any related reserves, which may be adjusted based on the Board’s judgment and prevailing business concerns.
+Added: The following table presents distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2025, 2024, and 2023 (amounts presented in the tables below may not add to totals presented due to rounding):
+Added: Year Ended December 31,
+Added: (in thousands, except per unit data) 2025 2024 2023
+Added: Public unitholders $ 76,524 $ 44,673 $ 177,759
+Added: IEP 3,074 — —
+Added: CVR Energy 46,393 26,037 103,605
+Added: Total distributions paid $ 125,990 $ 70,710 $ 281,364
+Added: Distributions per common unit (1)
$ 11.92 $ 6.69 $ 26.62
−Removed: 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.
+Added: (1) Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.
+Added: For the fourth quarter of 2025, upon approval by the Board on February 18, 2026, the Partnership declared a distribution of $0.37 per common unit, or $3.9 million, which is payable March 9, 2026 to unitholders of record as of March 2, 2026.
Of this amount, CVR Energy and IEP will receive approximately $1.4 million and $0.1 million, respectively, with the remaining amount payable to public unitholders.
−Removed: Capital Structure
−Removed: On May 6, 2020, the Board, on behalf of the Partnership, authorized a unit repurchase program, which was increased on February 22, 2021 (the “Unit Repurchase Program”).
−Removed: The Unit Repurchase Program authorized the Partnership to repurchase up to $20 million of the Partnership’s common units.
−Removed: On February 20, 2024, the Board, on behalf of the Partnership, terminated the nominal authority remaining under the Unit Repurchase Program.
−Removed: 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.
−Removed: 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.
The following table sets forth our cash flows for the periods indicated below:
5 unchanged sentences
Financing activities (127,165) (73,071) (281,864)
−Removed: Net increase (decrease) in cash and cash equivalents $ 45,578 $ (41,060) $ (26,177)
+Added: Net (decrease) increase in cash and cash equivalents $ (21,614) $ 45,578 $ (41,060)
Cash Flows from Operating Activities
−Removed: The change in net cash flows from operating activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a decrease in net income of $111.5 million caused by lower sales prices attributable to natural gas prices reducing input costs and driving an overall decrease in market prices and unfavorable sales volume driven by reduced production volumes resulting from the 2024 Outages in the current period.
−Removed: This is partially offset by a decrease in working capital of $13.8 million in 2024 compared to 2023 primarily due to favorable changes in accounts payable and other current liabilities, partially offset by unfavorable changes in inventory.
+Added: The change in net cash flows from operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to an increase in net income of $37.8 million offset by a decrease in working capital of $38.3 million.
+Added: The change in working capital was primarily due to unfavorable changes in deferred revenue, partially offset by favorable changes in accounts receivable resulting from unfavorable shifts in customer purchasing patterns due to market volatility and current economic conditions.
Cash Flows from Investing Activities
−Removed: The change in net cash used in investing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a decrease in distributions received from CVR Partners’ equity method investment of $16.3 million in 2024 compared to 2023 and an increase in capital expenditures of $12.9 million during 2024 resulting from an increase in various capital projects in the current period compared to 2023.
+Added: The change in net cash flows from investing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to a an increase in capital expenditures of $13.7 million during 2025 resulting from an increase in various capital projects in the current period compared to 2024, partially offset by an increase in distributions received from CVR Partners’ equity method investment of $1.5 million in 2025 associated with the 45Q Transaction.
December 31, 2025 | 46
Cash Flows from Financing Activities
−Removed: The change in net cash used in financing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a $210.7 million decrease in cash distributions in 2024 compared to 2023.
+Added: The change in net cash flows from financing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was mainly due to an increase in cash distributions paid of $55.3 million in 2025 compared to 2024, partially offset by a decrease in payments related to finance lease obligation of $1.2 million in 2025.
Recent Accounting Pronouncements
5 unchanged sentences
Actual results could differ from the estimates and assumptions used.
−Removed: Inventory Valuation
−Removed: The cost of our fertilizer product inventories is determined under the first-in, first-out (“FIFO”) method and our FIFO inventories are carried at the lower of cost or net realizable value.
−Removed: We compare the estimated realizable value of inventories to their cost by product.
−Removed: 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.
−Removed: Management’s estimate for current pricing reflects up-to-date pricing in the market as of the end of each reporting period.
−Removed: Reductions to selling prices for unreimbursed freight costs are included to arrive at net realizable value, as applicable.
−Removed: There were no inventory adjustments recognized during the years ended December 31, 2024, 2023, and 2022.
−Removed: Due to the amount and variability in volume of fertilizer product inventories maintained, changes in production costs, and the volatility of market pricing for fertilizer products, losses recognized to reflect fertilizer product inventories at the lower of cost or net realizable value could have a material impact on the Partnership’s results of operations.
Impairment of Long-lived Assets
4 unchanged sentences
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.