What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-19 · 177 added, 199 removed, 596 unchanged (39% of the section changed)

14 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of CVR Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, the related consolidated statements of operations, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

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

We have audited the accompanying consolidated balance sheets of CVR Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2025 and 2024, the related consolidated statements of operations, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

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

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

Basis for opinion

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

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

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

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

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

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606,941 614,305

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

Commitments and contingencies (See Note 11)

Partners’ capital:

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33,594 28,414 29,523

Loss on asset disposal 100 1,533 263

Loss on asset disposals 1,118 100 1,533

Operating income 128,658 90,351 201,408

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Other income (expense), net 326 453 ( 33 )

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

Income tax expense 77 289 160

Income before income taxes 98,639 60,977 172,722

Income tax (benefit) expense ( 23 ) 77 289

Net income $ 98,662 $ 60,900 $ 172,433

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Net income — 172,433 — 172,433

Repurchase of common units

( 111,695 ) ( 12,398 ) — ( 12,398 )

Cash distributions to common unitholders – Affiliates

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Amortization of deferred financing costs and original issue discount 730 696 754

Loss on asset disposal 100 1,533 263

Loss on debt extinguishment — — 628

Loss on asset disposals 1,118 100 1,533

Share-based compensation 9,805 4,898 8,235

Other adjustments ( 65 ) 76 222

Changes in assets and liabilities:

Changes in working capital:

Accounts receivable 6,260 ( 23,323 ) 27,501

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Other current liabilities ( 11,845 ) 13 ( 7,665 )

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

Net cash provided by operating activities 149,638 150,541 243,526

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Cash flows from financing activities:

Principal payments on senior secured notes

— — ( 65,000 )

Payment of deferred financing costs

— ( 500 ) ( 829 )

Repurchase of common units — — ( 12,398 )

Cash distributions to common unitholders – Affiliates

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Net cash used in financing activities ( 127,165 ) ( 73,071 ) ( 281,864 )

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

Net (decrease) increase in cash and cash equivalents ( 21,614 ) 45,578 ( 41,060 )

Cash and cash equivalents, beginning of period 90,857 45,279 86,339

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(1) Organization and Nature of Business

CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed by CVR Energy, Inc.

CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc.

(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”, and together with the Coffeyville Facility, the “Facilities”).

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.

The Partnership’s products are sold on a wholesale basis in the United States of America.

The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat.

The Partnership produces these 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”, and together with the Coffeyville Facility, the “Facilities”).

Our principal products are ammonia and urea ammonium nitrate (“UAN”).

All of our products are sold on a wholesale basis.

As used in these financial statements, 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.

Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum and renewables refining, marketing, and logistics operations.

Interest Holders

CVR Partners’ common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “UAN”.

As of December 31, 2025, public common unitholders held approximately 60.6 % of the Partnership’s outstanding limited partner interests;

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 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.

CVR Energy, through its subsidiaries, held approximately 36.8 % of the Partnership’s outstanding limited partner interests and 100 % of the Partnership’s general partner, CVR GP, LLC, (“General Partner”) interest, while Icahn Enterprises L.P.

and its other affiliates (“IEP”) held approximately 2.6 % of the outstanding limited partner interests.

As of December 31, 2025, IEP owned approximately 70 % of the common stock of CVR Energy, and as a result, IEP beneficially owns approximately 40 % of the Partnership’s outstanding limited partner interests.

Management and Operations

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.

The Partnership, including its General Partner, is managed by a combination of the board of directors of our General Partner (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.

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Subsequent Events

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

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

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

(2) Summary of Significant Accounting Policies

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All intercompany accounts and transactions have been eliminated.

Reclassifications

Certain immaterial reclassifications have been made within the consolidated financial statements for prior periods to conform with current presentation.

Use of Estimates

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

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

Estimates are reviewed on an

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ongoing basis, based on currently available information.

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

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

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

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

Accounts Receivable, net

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The largest concentration of credit for any one customer was approximately 29 % and 25 % of the Accounts receivable, net balance at December 31, 2025 and 2024, respectively.

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

There was no balance in the allowance for doubtful accounts as of December 31, 2025 and December 31, 2024.

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.

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

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

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

There were no inventory adjustments recognized during the years ended December 31, 2025, 2024, and 2023.

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

The capitalization rate is applied to the carrying amount of expenditures to determine the amount of interest to be capitalized each month.

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

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Equity Method Investments

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

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

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

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

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.

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

The 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 using the effective-interest method over the lease term within Depreciation and amortization and Interest expense, net.

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

1 unchanged sentence

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

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

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

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

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets

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The Partnership records an asset retirement obligation (“ARO”) at fair value for the estimated cost to retire a tangible long-lived asset at the time the liability is incurred, which is generally when the asset is purchased, constructed, or leased.

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

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

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

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

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

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

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.

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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 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.

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

The probable recovery asset is not netted against potential liabilities.

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

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The transfer of control occurs upon delivery of the product, as the customer accepts the product, has title and significant risks and rewards of ownership of the product, physical possession of the product has been transferred, and we have the right to payment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The transaction prices of the Partnership’s contracts are either fixed or based on market indices, and any uncertainty related to the variable consideration when determining the transaction price is resolved on the pricing date or the date when the product is delivered.

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Qualifying excise and other taxes collected from customers and remitted to governmental authorities are recorded as a reduction of the transaction price.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain sales contracts require customer prepayment prior to product delivery to guarantee a price and supply of nitrogen fertilizer.

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Cost Classifications

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

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

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.

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Planned turnaround activities vary in frequency, dependent on our Facilities, but generally occur every three years .

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The Partnership follows the direct-expense method of accounting for turnaround activities.

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

The Partnership follows the direct-expense method of accounting for turnaround activities, with associated costs included in Direct operating expenses (exclusive of depreciation and amortization) on our Consolidated Statements of Operations.

During the years ended December 31, 2025, 2024, and 2023, the Partnership incurred turnaround expenses of $ 16.7 million, $ 0.5 million, and $ 1.8 million, respectively.

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Currently, all of the Partnership’s share-based compensation awards are liability-classified and are measured at fair value at the end of each reporting period based on the applicable closing unit price.

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

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

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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.

The Partnership is not a taxable entity for federal income tax purposes or states that follow the federal income tax treatment of partnerships.

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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 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.

New Tax Legislation

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

The Partnership benefited from the permanent extension of certain TCJA provisions;

however, the impact to its income tax balances was immaterial.

The Partnership will continue to monitor developments and evaluate any potential future impacts related to the OBBB.

Recently Adopted Accounting Pronouncement

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

Effective with this Report, the Partnership adopted this ASU and determined the impact of this ASU to be immaterial for the periods presented.

Therefore, no additional disclosures were deemed necessary.

Recently Issued Accounting Pronouncements But Not Yet Implemented

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

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

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

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

(3) Inventories

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Accumulated depreciation and amortization

( 855,824 ) ( 808,164 )

Total property, plant and equipment, net $ 711,824 $ 735,591

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 .

For the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expenses related to property, plant, and equipment was $ 80.5 million, $ 87.1 million, and $ 78.9 million, respectively, and capitalized interest was $ 1.6 million, $ 1.0 million, and $ 0.5 million, respectively.

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

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.

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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.

Refer to Note 9

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(“Revenue”) for further discussion.

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

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(in thousands) CVRP JV

Balance at inception $ 46,000

Balance at December 31, 2023 $ 24,518

Cash contributions 14

6 unchanged sentences

Balance at December 31, 2025 $ 12,653

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

(1) Includes distributions of $ 3.2 million and $ 2.2 million to the Partnership for CVRP JV exceeding certain carbon oxide capture and sequestration milestones during 2024 and 2023 , respectively.

Lease Overview

We lease railcars and certain facilities to support the Partnership’s operations.

We lease railcars, equipment, real estate, and certain facilities to support the Partnership’s operations.

Most of our leases include one or more renewal options to extend the lease term, which can be exercised at our sole discretion.

3 unchanged sentences

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, 2025 and 2024

8 unchanged sentences

Railcars 13,916 — 16,168 —

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

13 unchanged sentences

Weighted-average discount rate 7.8 % 11.3 % 7.3 % 11.3 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

The following summarizes the remaining minimum lease payments through maturity of the Partnership’s lease liabilities at December 31, 2025:

(in thousands) Operating Leases Finance Leases

8 unchanged sentences

Imputed interest

( 2,419 ) ( 19,913 )

Total lease liability $ 14,478 $ 21,423

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) Other Current Liabilities

3 unchanged sentences

Operating lease liabilities 4,261 4,041

Accrued interest 2,531 1,404

Share-based compensation 2,248 1,339

Sales incentives 1,338 1,585

Accrued taxes other than income taxes 1,948 1,332

Current portion of finance lease obligations 877 —

Accrued interest 1,481 2,531

Sales incentives 1,245 1,338

Current portion of finance lease obligation 778 877

Other accrued expenses and liabilities 2,441 2,832

1 unchanged sentence

(8) Long-Term Debt

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

Long-term debt and finance lease obligations consisted of the following:

(in thousands) 2025 2024

1 unchanged sentence

$ 550,000 $ 550,000

Finance lease obligations, net of current portion

Finance lease obligation, net of current portion

20,645 20,126

Unamortized debt issuance costs ( 1,577 ) ( 2,152 )

1 unchanged sentence

569,068 567,974

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

Current portion of finance lease obligation 778 877

Total long-term debt and finance lease obligations, including current portion $ 569,846 $ 568,851

1 unchanged sentence

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

8 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 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.

We may, on any one or more occasions, redeem all or part of the 2028 Notes at the redemption prices set forth

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2025 101.531 %

2026 and thereafter 100.000 %

18 unchanged sentences

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

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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, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8 unchanged sentences

$ 606,038 $ 525,324 $ 681,477

(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.

(1) Consists mainly of freight revenue and includes sales of carbon oxide (“CO”) made in connection with the 45Q Transaction, as well as 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.

1 unchanged sentence

We have spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration).

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

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

As of December 31, 2025, the Partnership had approximately $ 3.6 million of remaining performance obligations for contracts with an original expected duration of more than one year.

The Partnership expects to recognize $ 4.2 million of these performance obligations as revenue by the end of 2025, an additional $ 3.2 million in 2026, and the remaining balance thereafter.

The Partnership expects to recognize $ 3.3 million of these performance obligations as revenue by the end of 2026 and an additional $ 0.3 million in 2027.

Contract Balances

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.

During the years ended December 31, 2025 and 2024, the Partnership recognized revenue of $ 50.5 million and $ 15.7 million, respectively, that was included in the deferred revenue balances of $ 77.8 million and $ 49.1 million as of December 31, 2024 and 2023, respectively.

Accounts receivable from contracts with customers was $ 57.9 million, $ 63.1 million, and $ 39.6 million as of December 31, 2025, 2024, and 2023, 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.

CVR Partners had two customers that comprised 10% or more of net sales at approximately 15 % and 13 % for the year ended December 31, 2025 and 13 % and 12 % for the year ended December 31, 2023.

CVR Partners had one customer that accounted for 10% or more of net sales at approximately 14 % for the year ended December 31, 2024.

(10) Share-Based Compensation

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

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

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

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

December 31, 2025 | 67

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10) Share-Based Compensation

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 Partnership has also issued long-term, cash phantom unit awards in connection with (but not under) the CVR Partners LTIP (the “Share-Based Cash Awards” and together with the LTIP Awards, “Share-Based Awards”).

These Share-Based Cash Awards represent the right to receive for each phantom unit, upon vesting, a cash payment equal to (i) the average fair market value of one CVR Partners common unit, calculated in accordance with the award agreement, plus (ii) the per share 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.

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

A summary of the Share-Based Award activity during the year ended December 31, 2025 is presented below:

6 unchanged sentences

(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.

(2) All units granted are LTIP Awards issued under the CVR Partners LTIP.

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

Unrecognized compensation expense associated with the Share-Based Awards at December 31, 2025 was approximately $ 7.6 million, which is expected to be recognized over a weighted average period of 1.7 years.

Compensation expense recorded for the years ended December 31, 2025, 2024, and 2023 related to these awards was $ 6.8 million, $ 4.6 million, and $ 6.4 million, respectively.

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.

As of December 31, 2025 and 2024, the Partnership had a liability of $ 2.9 million and $ 1.8 million, respectively, for non-vested Share-Based Awards and associated distribution equivalent rights, and for the years ended December 31, 2025, 2024, and 2023, paid $ 4.3 million, $ 3.3 million, and $ 12.6 million, respectively, to settle Share-Based Awards upon vesting.

Incentive Unit Awards — CVR Energy

9 unchanged sentences

Performance Unit Awards

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.

A performance award agreement effective November 1, 2017, as amended on December 22, 2021 between CVR Energy and our former Executive Chairman (the “PU Award”) represents our former 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 expired on February 20, 2025.

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

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

6 unchanged sentences

The Partnership had contributions under the Plans of $ 2.8 million, $ 2.5 million, and $ 2.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(11) Commitments

(11) Commitments and Contingencies

Unconditional Purchase Obligations

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

The minimum required payments for unconditional purchase obligations, as defined in ASC 440, Commitments , related to ancillary production supplies and transportation 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, 2025, 2024, and 2023, totaled $ 4.1 million, $ 3.9 million, and $ 3.7 million, respectively.

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

(12) Business Segments

3 unchanged sentences

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.

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 Statements of Operations.

The CODM uses net income to assess the income generated by the Nitrogen Fertilizer Segment and to decide whether to recommend that the Board reinvest profits into the Partnership or pay distributions.

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

21 unchanged sentences

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(13) Related Party Transactions

8 unchanged sentences

There was no activity reported under this agreement during the years ended December 31, 2025, 2024, and 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Coffeyville MSA

Coffeyville Master Services Agreement (“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.

1 unchanged sentence

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 an annual true up, as well as pass-through of any direct costs incurred on behalf of a service recipient without markup.

2 unchanged sentences

CRNF and certain of CVR Energy’s subsidiaries are parties to an environmental agreement which provides for certain indemnification and access rights in connection with environmental matters affecting CVR Energy’s Coffeyville refinery and the Coffeyville Facility.

To the extent that liability arises from environmental contamination that is caused by the Coffeyville refinery but is also commingled with environmental contamination caused by CRNF, the Coffeyville refinery may elect, in its sole discretion and at its own cost and expense, to perform government mandated environmental activities relating to such liability, subject to certain conditions and provided that it does not waive any rights to indemnification or compensation otherwise provided for in the agreement.

To the extent that liability arises from environmental contamination that is caused by the Coffeyville refinery but is also commingled with environmental contamination caused by the Coffeyville Facility, the Coffeyville refinery may elect, in its sole discretion and at its own cost and expense, to perform government mandated environmental activities relating to such liability, subject to certain conditions and provided that it does not waive any rights to indemnification or compensation otherwise provided for in the agreement.

No liability under this agreement was recorded as of December 31, 2025 and 2024.

Terminal and Operating Agreement

CRNF entered into a lease and operating agreement with an affiliated CVR Energy subsidiary, under which it leases the premises located at Phillipsburg, Kansas to be utilized as a UAN terminal.

CRNF is part of a lease and operating agreement with an affiliated CVR Energy subsidiary, under which it leases the premises located at Phillipsburg, Kansas to be utilized as a UAN terminal.

The initial term of the agreement will expire in May 2032, provided, however, CRNF may terminate the lease at any time during the initial term by providing 180 days prior written notice.

In addition, this agreement will automatically renew for successive five-year terms, provided that CRNF may terminate the agreement during any renewal term with at least 180 days written notice.

Under the terms of this agreement, CRNF will pay $ 1.00 per year for rent, $ 4.00 per ton of UAN placed into the terminal, and $ 4.00 per ton of UAN taken out of the terminal.

Under the terms of this agreement, CRNF will pay for UAN placed into and taken out of the terminal, as well as to lease the premises.

December 31, 2025 | 71

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(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.

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

Distributions to CVR Partners’ Unitholders

The Board has a policy for the Partnership to distribute all available cash, as determined by the Board in its sole discretion, generated on a quarterly basis.

The Board has a policy for the Partnership to distribute all available cash, as determined in its sole discretion, generated on a quarterly basis.

Cash distributions are made to the common unitholders of record on the applicable record date, generally within 60 days after the end of each quarter.

Available Cash for Distribution for each quarter is determined by the Board following the end of such quarter.

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, during 2024, 2023, and 2022 (amounts presented in table below may not add to totals presented due to rounding):

Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions

Per Common Unit Public Unitholders CVR Energy Total

2023 - 4th Quarter

March 11, 2024 $ 1.68 $ 11,218 $ 6,539 $ 17,757

2024 - 1st Quarter

May 20, 2024 1.92 12,821 7,472 20,293

2024 - 2nd Quarter

August 19, 2024 1.90 12,688 7,395 20,082

2024 - 3rd Quarter

November 18, 2024 1.19 7,946 4,632 12,578

Total 2024 quarterly distributions

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

2022 - 4th Quarter

March 13, 2023 $ 10.50 $ 70,115 $ 40,866 $ 110,981

2023 - 1st Quarter

May 22, 2023 10.43 69,647 40,594 110,241

2023 - 2nd Quarter

August 21, 2023 4.14 27,646 16,113 43,759

2023 - 3rd Quarter

November 20, 2023 1.55 10,350 6,033 16,383

Total 2023 quarterly distributions

Available cash for distribution for each quarter is determined by the Board following the end of such quarter and may be adjusted through reserves based on the Board’s judgment and prevailing business concerns.

Distributions, if any—including the amount, timing, and the Board’s distribution policy—are subject to change at the discretion of the Board.

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 table below may not add to totals presented due to rounding):

Year Ended December 31,

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

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

IEP 3,074 — —

CVR Energy 46,393 26,037 103,605

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

Distributions per common unit (1)

$ 11.92 $ 6.69 $ 26.62

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

For the fourth quarter of 2025, 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.

December 31, 2025 | 72

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Quarterly Distributions Paid (in thousands)

Related Period Date Paid Quarterly Distributions

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

August 22, 2022 10.05 67,109 39,115 106,225

2022 - 3rd Quarter

November 21, 2022 1.77 11,819 6,889 18,708

Total 2022 quarterly distributions

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

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

amount, CVR Energy and IEP will receive approximately $ 1.4 million and $ 0.1 million, respectively, with the remaining amount payable to public unitholders.

(14) Supplemental Cash Flow Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data