CVR Energy reports $570 million net income for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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There were 100,530,599 shares of the registrant's common stock outstanding at July 24, October 30, 2026.

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Controls and procedures 13 changes

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September 30, 2026 | 2

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• statements regarding the pending acquisition of the Target Assets (each as defined herein), including the expected timing of the closing of the Acquisition (as defined herein), the anticipated benefits, synergies and cost savings of the Acquisition, the expected financing of the Acquisition, including the Permanent Financing, the Bridge Facility, the Commercial Partner equity investment and the IEP equity commitment and related investor rights agreements (each as defined herein), and the expected effects of the Acquisition on our scale, operations, results of operations, liquidity and leverage;

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• risks related to the Acquisition, including the risk that the conditions to the closing of the Acquisition, including the expiration or termination of the waiting period under the HSR Act (as defined herein) and the receipt of other required regulatory approvals, are not satisfied or waived in a timely manner or at all, or that governmental authorities impose conditions on such approvals;

• the risk that the Acquisition is not completed within the expected timeframe or at all, or that we are unable to realize the anticipated benefits of the Acquisition;

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement (as defined herein), including circumstances requiring us to pay a termination fee;

• the effect of the pending Acquisition on our business relationships, operations and the market price of our common stock;

• the effect of restrictions under the Purchase Agreement on our use of cash and the conduct of our business prior to the closing of the Acquisition, including the requirement to maintain a minimum amount of unrestricted cash and cash equivalents;

• our ability to obtain the Permanent Financing on acceptable terms or at all, the risk that we may be required to borrow under the Bridge Facility, the risk that the Commercial Partner equity investment or the IEP equity commitment is not funded in the amounts or on the terms anticipated, and the substantial additional indebtedness we expect to incur in connection with the Acquisition and its effect on our financial flexibility and credit profile;

• risks related to potential strategic transactions involving CVR Energy (as defined herein) including, but not limited to, those the Acquisition and others in which its controlling shareholder or others may participate or direct and potential strategic transactions involving CVR Partners in which CVR Energy or its controlling shareholder or others may participate, including in each case the process of exploring any such transaction and potentially completing any such transaction, including the costs thereof and the risk that any such transaction may not achieve any or all of any anticipated benefits or be completed at all;

• risks related to our controlling shareholder's intentions regarding ownership of our common stock or the common units of CVR Partners, including any acquisitions (including those contemplated by the IE equity commitment), dispositions or transactions relating thereto;

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• the effects of restrictions in our debt agreements, including the Permanent Financing and the Bridge Financing, and their impacts on our ability to refinance our debt on acceptable terms or at all;

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• the factors described in greater detail under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part II, Item 1A of this Report and in our other filings with the U.S. Securities and Exchange Commission ("SEC").

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September 30, 2026 | 5

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Financial statements 90 changes

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(in millions, except share and per share data) June September 30, 2026 December 31, 2025

Cash and cash equivalents (including $ 137 158 and $ 69 , respectively, of consolidated variable interest entity ("VIE"))

Accounts receivable, net (including $ 82 54 and $ 59 , respectively, of VIE)

Inventories (including $ 94 85 and $ 83 , respectively, of VIE)

Prepaid expenses (including $ 1 2 and $ 1 , respectively, of VIE)

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Total current assets 1,717 2,434 1,267

Property, plant, and equipment, net (including $ 699 710 and $ 712 , respectively, of VIE)

Other long-term assets (including $ 44 48 and $ 44 , respectively, of VIE)

Total assets $ 4,079 4,780 $ 3,706

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Accounts payable (including $ 45 73 and $ 48 , respectively, of VIE)

Other current liabilities (including $ 56 104 and $ 48 , respectively, of VIE)

Total current liabilities 1,211 1,405 706

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Deferred income taxes 251 245 269

Other long-term liabilities (including $ 37 34 and $ 38 , respectively, of VIE)

Total long-term liabilities 2,124 2,118 2,102

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Common stock, $ 0.01 par value per share; 350,000,000 shares authorized; 100,629,209 and 100,629,209 shares issued as of June September 30, 2026 and December 31, 2025, respectively

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Accumulated deficit ( 982 ) ( 777 )

Accumulated deficit ( 422 ) ( 777 )

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Noncontrolling interest 219 168

Total equity 744 898

Noncontrolling interest 172 168

Total equity 1,257 898

Total liabilities and equity $ 4,079 4,780 $ 3,706

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September 30, 2026 | 6

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June 30, Six Months Ended

September 30, Nine Months Ended

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Other operating expenses (income), net 2 ( 1 ) 3 —

Operating income (loss) 78 ( 103 ) ( 67 ) ( 235 )

Other operating expenses, net 1 4 4 4

Operating income 724 512 657 277

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Other income, net 3 1 17 4

Income (loss) before income taxes 56 ( 132 ) ( 133 ) ( 286 )

Income tax expense (benefit) 10 ( 42 ) ( 19 ) ( 91 )

Net income (loss) 46 ( 90 ) ( 114 ) ( 195 )

Net loss attributable to CVR Energy stockholders $ ( 3 ) $ ( 114 ) $ ( 195 ) $ ( 237 )

Basic and diluted loss per share $ ( 0.03 ) $ ( 1.14 ) $ ( 1.94 ) $ ( 2.36 )

Other income, net 1 2 19 5

Income before income taxes 704 489 571 203

Income tax expense (benefit) 141 88 122 ( 3 )

Net income 563 401 449 206

Less: Net (loss) income attributable to noncontrolling interest 49 24 81 42 ( 7 ) 27 74 69

Net income attributable to CVR Energy stockholders $ 570 $ 374 $ 375 $ 137

Basic and diluted earnings per share $ 5.67 $ 3.72 $ 3.73 $ 1.37

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September 30, 2026 | 7

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Balance at June 30, 2026 100,629,209 $ 1 $ 1,508 $ ( 982 ) $ ( 2 ) $ 525 $ 219 $ 744 (in millions, except share data) Shares

Net income (loss) — — — 570 — 570 ( 7 ) 563

Dividends to CVR Energy stockholders — — — ( 10 ) — ( 10 ) — ( 10 )

Distributions from CVR Partners to its public unitholders and IEP — — — — — — ( 40 ) ( 40 )

Balance at September 30, 2026 100,629,209 $ 1 $ 1,508 $ ( 422 ) $ ( 2 ) $ 1,085 $ 172 $ 1,257 (in millions, except share data) Shares

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Net income — — — 374 — 374 27 401

Distributions from CVR Partners to its public unitholders and IEP — — — — — — ( 26 ) ( 26 )

Balance at September 30, 2025 100,629,209 $ 1 $ 1,508 $ ( 667 ) $ ( 2 ) $ 840 $ 201 $ 1,041

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September 30, 2026 | 8

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Six Months Ended June 30,

Nine Months Ended September 30,

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Net loss $ ( 114 ) $ ( 195 )

Net income $ 449 $ 206

Adjustments to reconcile net loss income to net cash provided by (used in) operating activities:

Depreciation and amortization 159 146 237 258

Loss on lower of cost or net realizable value adjustment — 12

Deferred income taxes and unrecognized tax benefits ( 19 24 ) ( 91 3 )

Loss on extinguishment of debt 32 — 2

Share-based compensation 11 18 38 37

Unrealized loss (gain) on derivatives, net 151 ( 1 ) 278 6

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Accounts receivables ( 92 ) 50

Inventories ( 132 ) ( 10 )

Accounts payable 78 ( 91 )

Deferred revenue 6 ( 45 )

Accounts receivables ( 229 ) 42

Inventories ( 184 ) ( 27 )

Prepaid expenses and other current assets ( 4 ) 14 ( 7 11 )

Accounts payable 200 ( 137 )

Accrued income taxes 132 —

Other current liabilities 288 199 73 ( 252 )

Net cash provided by (used in) operating activities 371 ( 19 ) 1,026 144

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Capital expenditures ( 90 ) ( 92 )

Turnaround expenditures ( 1 ) ( 191 )

Capital expenditures ( 152 ) ( 130 )

Turnaround expenditures ( 2 ) ( 196 )

Return of equity method investment 5 5 6 6

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and 10 more changes in the filing

Notes to the financial statements 10 changes

The Petroleum Segment's obligated-party subsidiaries are not able to blend the majority of their transportation fuels with renewable fuels and, unless their RFS obligations are waived or exempted, whether through the grant of small refinery exemptions ("SREs") or otherwise, must either purchase RINs from third parties or obtain waiver credits for cellulosic biofuels in order to comply with the RFS.

On April 1, 2026, The Environmental Protection Agency ("EPA") issued a EPA's final rule, effective on in June 15, 2026, that (a) establishes established applicable blending volumes and percentage standards under the RFS for 2026 and 2027 for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel, reflecting the highest renewable fuel volume in the program's history, including for biomass-based diesel and advanced biofuel; (b) partially waives waived the 2025 cellulosic biofuel volume requirement and revises revised the associated percentage standard due to a shortfall in cellulosic biofuel production; and (c) promulgates promulgated several regulatory changes to the RFS program, including the removal of renewable electricity as a qualifying renewable fuel under the RFS program and makes minor revisions to the biogas provisions of the RFS program (the "2026/2027 RFS Final Rule"). In the 2026/2027 RFS Final Rule, the EPA confirmed its intention to add to annual blending obligations volumes that account for 70% of volumes actually exempted by the EPA for 2023 and 2024 compliance years and those projected to be exempted by the EPA for the 2025 compliance year, estimated by the EPA to total 2.89 billion RINs. In October 2026, the EPA published a proposed rule considering two approaches: splitting the 2025 exempted volumes evenly across 2026 and 2027 or adding the 2025 exempted volumes to 2027 only. Because the reallocation proposal would revise the existing standards, the EPA has triggered the automatic compliance deadline extension provision that was promulgated as part of the Set 2 rule. The 2026 compliance deadline (currently March 31, 2027) will be extended to whichever of the following dates is applicable, as follows: (a) if the EPA finalizes the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline after the effective date of the revised 2026 standards; (b) if the EPA withdraws the proposed revision to the 2026 RFS standards, the next quarterly reporting deadline that is 60 days after the withdrawal is published in the Federal Register; and (c) if the EPA does not finalize or withdraw the proposed revision to the 2026 RFS standards within 12 months of the date the proposal is published in the Federal Register, the next quarterly reporting deadline after that 12-month mark. Public comment on this proposed rule ends on December 4, 2026.

On August 31, 2026, the EPA issued a decision document to the Company's subsidiary, WRC, granting a 100 percent waiver from its RFS obligation for the 2025 compliance period (the "August 2026 SRE Decision"). As a result of the August 2026 SRE Decision, WRC's RFS obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $ 253 million. WRC timely complied with its RFS obligation for the 2025 compliance period by the October 1, 2026 deadline set forth in the August 2026 SRE Decision. The August 2026 SRE Decision follows the EPA's August 22, 2025 decision document issued to WRC, which granted full and partial waivers for WRC's RFS obligation for the 2019 through 2024 compliance periods (the "August 2025 SRE Decision") reducing WRC's RFS obligations by more than 424 million RINs, representing approximately $ 488 million.

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Renewable Fuel Standard – In July 2026, WRC and multiple other parties filed opening briefs with the U.S. Court of Appeals for the District of Columbia Circuit (the "D.C. Circuit") in the consolidated actions challenging the EPA's August 2025 decision on multiple pending petitions for SREs including but not limited to those filed by WRC (the "August 2025 SRE Decisions"). In June 2026, CRRM and WRC, together with numerous other refiners, biofuels groups and others, filed petitions for review of the 2026/2027 RFS Final Rule in the D.C. Circuit, which petitions remain pending.

The EPA has failed to rule on WRC's SRE petition for the 2025 compliance period filed by WRC in July 2025, despite the EPA's legal obligation to rule on such petition within ninety days. WRC continues to evaluate any actions WRC may take relating to its 2025 SRE petition should the EPA fail to rule, or adversely rule, on WRC's 2025 SRE petition.

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

Guaranty Dispute – All deadlines in the 2024 and 2025 actions filed by Wynnewood Energy Company, LLC ("WEC") in the Superior Court of the State of Delaware disputing the validity of an alleged 1993 guaranty (the "Guaranty Dispute") asserted by Exxon Mobil Corporation ("XOM") to obligate WRC to defend and indemnify XOM against multiple claims and lawsuits asserted against XOM between 2018 and 2025 arising from alleged contamination from historical oil wells and gas operations in Louisiana have been stayed until September 2026 while the parties continue to engage in mediation activities.

Taking into consideration the August 2026 SRE Decision and the August 2025 SRE Decision but excluding the impact of any potential changes to 2026 obligations, as of June September 30, 2026 and December 31, 2025, the Company's obligated-party subsidiaries' RFS positions were approximately $ 408 230 million and $ 72 million, respectively, and are recorded in Other current liabilities in the Condensed Consolidated Balance Sheets.

Call Option Coverage Cases – The Texas appellate court has set oral argument for November 2026 in the appeal filed by the Company and certain of its affiliates (the "Call Defendants") of the summary judgment granted in Texas state court (the "Texas Suit") in favor of certain of the Company's primary and excess insurers (the "Insurers") relating to the August 2022 settlement (the "Settlement") of the consolidated lawsuits filed by purported former unitholders of CVR Refining, LP on behalf of themselves and an alleged class of similarly situated unitholders relating to the Company's exercise of the call option under the CVR Refining, LP Amended and Restated Agreement of Limited Partnership. remains pending before an appellate court in Texas. In May 2026 The Call Defendants' motion to amend their complaint and certain other motions in the action filed by the Call Defendants in Delaware against the Insurers seeking recovery of all amounts paid in connection with the Settlement (the "Delaware Suit") the court lifted the previously issued stay for 60 days in advance of a hearing on the Call Defendants' motion to amend its complaint and other motions. While both cases remain pending. The Company does not expect the outcome of these lawsuits to have a material adverse impact on the Company's financial position, results of operations, or cash flows.

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The following discussion and analysis of our financial condition, results of operations, and cash flows should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 18, 2026 (the "2025 Form 10-K"). Results of operations for the three and six nine months ended June September 30, 2026 and cash flows for the six nine months ended June September 30, 2026 are not necessarily indicative of results of operations and cash flows to be attained for any other period. See "Important Information Regarding Forward-Looking Statements." References to "CVR Energy", the "Company", "we", "us", and "our", may refer to consolidated subsidiaries of CVR Energy, including CVR Refining, LP or CVR Partners, LP, as the context may require.

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Recent Developments—Pending Acquisition of Northern PADD II Refining Assets

On November 2, 2026, the Company entered into an equity and asset purchase agreement (the "Purchase Agreement") with certain indirect subsidiaries and affiliates of Marathon Petroleum Corporation (the "Sellers") to acquire the refinery located in St. Paul Park, Minnesota (the "St. Paul Park Refinery"), the refinery located in Mandan, North Dakota (the "Mandan Refinery"), a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc., and associated wholesale marketing and logistics assets (collectively, the "Target Assets"), and to assume certain liabilities related to the Target Assets, for aggregate cash consideration of approximately $4.2 billion, subject to customary closing adjustments, including net working capital and inventory adjustments (the "Acquisition"). The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and certain other regulatory approvals. The Purchase Agreement may be terminated under specified circumstances and, in certain of those circumstances, the Company may be required to pay the Sellers a termination fee of 6%, 4% or 2% of the aggregate base purchase price, depending on the circumstances of termination. The Company expects the Acquisition to close before the end of 2026 (the date of such closing, the "Acquisition Closing Date"), subject to the satisfaction or waiver of the applicable closing conditions; however, there can be no assurance that the Acquisition will be completed on the anticipated terms or timeline, or at all.

The Company has also agreed to maintain at least $500 million of unrestricted cash and cash equivalents until the closing of the Acquisition or the termination of the Purchase Agreement, which amount may increase by up to an additional $500 million from the proceeds of an equity offering completed by the Company after the execution of the Purchase Agreement.

The Company intends to fund the Acquisition and related fees and expenses with a combination of cash on hand, borrowings under the CVR Energy ABL (as defined below), the proceeds of senior secured indebtedness (the "Permanent Financing"), the proceeds of the equity investments described below and the net proceeds of a registered public offering of the Company's common stock (the "Equity Offering"). In connection with the Purchase Agreement, the Company entered into (i) a debt commitment letter (the "Debt Commitment Letter") with Barclays Bank PLC and certain other financial institutions providing for, among other things, a senior secured 364-day bridge loan facility of up to $2.5 billion (the "Bridge Facility"), to the extent the net cash proceeds of the Permanent Financing are less than $2.5 billion, and consents to an amendment to the CVR Energy ABL providing for $550 million of incremental commitments, increasing total commitments to $1.1 billion upon the closing of the Acquisition (or, if such amendment cannot be obtained, commitments for a new $1.1 billion senior secured asset-based revolving credit facility that would refinance the CVR Energy ABL in full); (ii) a subscription agreement with a commercial counterparty (the "Commercial Partner") for the purchase of $800 million of shares of the Company's non-voting common stock equivalent convertible preferred stock in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, which is conditioned upon, and will occur concurrently with, the closing of the Acquisition; and (iii) a subscription agreement with Icahn Enterprises L.P., the Company's controlling stockholder (together with its affiliates, "IEP"), pursuant to which IEP committed to provide, directly or indirectly, up to $500 million of equity financing at the same price per share as the Commercial Partner, which commitment will terminate upon the consummation of an offering of common stock generating gross proceeds to the Company of at least $500 million, together with a stockholders and registration rights agreement with IEP.

The Company and certain of its subsidiaries also entered into crude oil supply, product offtake, inventory purchase and sale, and terminalling agreements with an affiliate of the Commercial Partner, which will become effective upon the closing of the Acquisition and satisfaction of applicable conditions and will expire ten years thereafter, subject to earlier termination and an extension option. Under these agreements, the Commercial Partner will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park Refineries and serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions.

Refer to Part II, Item 1A of this Report for further information regarding risks associated with the Acquisition. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on November 3, 2026.

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On August 31, 2026, the U.S. Environmental Protection Agency (the "EPA") issued a decision document to the Company's subsidiary, Wynnewood Refining Company, LLC ("WRC"), granting a 100 percent waiver from its Renewable Fuel Standard ("RFS") obligation for the 2025 compliance period (the "August 2026 SRE Decision"). As a result of the August 2026 SRE Decision, WRC's RFS obligation for the 2025 compliance period was reduced by more than 118 million RINs, representing approximately $253 million. Refer to Part I, Item 1, Note 12 ("Commitments and Contingencies") of this Report for further discussion.

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As previously disclosed, Icahn Enterprises L.P. and its affiliates IEP and the Company are considering potential strategic transactions available to the Company and our 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, including the Acquisition, and/or strategic options involving CVR Partners. 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. As of June September 30, 2026, IEP owns approximately 71% of the Company's total outstanding common stock and approximately 3% of the total outstanding common units of CVR Partners. As of June September 30, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners' outstanding common units and 100% of CVR Partners' general partner interests.

• The Company has undertaken a project to replace the hydrofluoric acid catalyst alkylation unit at the Wynnewood Refinery with a fixed bed catalyst system. If successfully completed, this project should expand the alkylation unit by up to 2,500 bpd resulting in increased production of premium gasoline, through utilization of propylene which is currently sold as a product, and eliminate hydrofluoric acid inventory. The capital investment is estimated at $136 $155 million, and the unit is currently expected to become operational in late 2027; however, timing could be impacted by various factors including but not limited to logistics constraints.

• In connection with our settlement with the Environmental Protection Agency EPA on certain environmental issues at the refinery in Coffeyville, Kansas (the "Coffeyville Refinery") entered into in 2023 and by the court in January 2024, the Company is in the process of installing a flare gas recovery system along with other improvements at a cost of approximately $53 million, which is expected to be operational in late 2026.

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• During The planned turnaround at the fertilizer facility in East Dubuque, Illinois operated by CVR Partners' wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC ("EDNF") (the "East Dubuque Fertilizer Facility"), scheduled for August completed its planned turnaround in mid-October 2026 EDNF will continue to progress work on (the "2026 Fertilizer Turnaround"), consisting of upgrades to its water systems in addition to completing and completion of the brownfield ammonia expansion that project, which is expected to increase production capacity by approximately 5%. EDNF's ability to sustainably operate at the increased capacity level is expected to be tested during the fourth quarter of 2026.

• Based on engineering studies completed in 2025, the fertilizer facility in Coffeyville, Kansas operated by CVR Partners' wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC ("CRNF") (the "Coffeyville Fertilizer Facility" and together with the East Dubuque Fertilizer Facility, the "Facilities") has the potential to utilize natural gas as an alternative feedstock in conjunction with pet coke in the production of nitrogen fertilizer. CVR Partners is in the final phases of completing detailed engineering, and cost estimates, and following has submitted a permit application to the state environmental agency. With final approval by the UAN GP Board, expects we expect to proceed with construction in 2026 and 2027. 2028. If completed, these initiatives would make the Coffeyville Fertilizer 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.

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• On February 28, 2026, a war began between the U.S., Israel, and Iran (the "Iran War"), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to oil, refined products, and fertilizer production facilities in the region, as well as to global energy and fertilizer supply chain production and availability. The Iran War has disrupted key trade routes, especially the Strait of Hormuz, tightened global supply of certain commodities, and increased energy costs. contributing Hostilities and restrictions on shipping through the Strait of Hormuz continued during the third quarter, and transit volumes remained significantly below pre-war levels. These disruptions have contributed to elevated and volatile crude oil, refined product, and fertilizer prices, Recent escalations in the Iran War have increased the uncertainty regarding and we believe they could continue to do so. The duration, geographic scope, and ultimate severity of these disruptions the Iran War and any further impacts its effects on the global and regional energy and fertilizer markets While certain global coordinated activities have been implemented with the intention to mitigate price volatility remain highly uncertain, and provide near-term relief to we cannot predict whether or when any stabilization in market conditions crude oil, refined product, and fertilizer prices remain elevated relative to prior periods. will occur or be sustained.

• In addition, The ongoing Russia-Ukraine war and related geopolitical developments have disrupted, and could further disrupt, the production and trade of petroleum products, fertilizer, grains, and other feedstocks through various means, such as trade restrictions, sanctions, or transportation bottlenecks, in addition to damage sustained at numerous Russian infrastructure assets, including refineries.

• Changes, and proposed changes, to the U.S. global trade policy, together with related judicial, regulatory and administrative developments, as well as renewed trade tensions and related international retaliatory measures, have continued to influence global markets and impact short- and long-term economics economic conditions in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth.

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Our businesses are subject to significant regulatory oversight and requirements and numerous rules, regulations, policies and legal proceedings relating to climate, energy, and environmental matters enacted or introduced, as applicable, at federal, state, and international levels. These laws, rules, regulations and policies, and the implementation and enforcement thereof, are further subject to shifting priorities at the federal level, including various executive orders, regulatory guidance and new legislation, some of which have curtailed, delayed, modified or restructured certain climate-related regulatory initiatives advanced under the prior administration. Given these shifting priorities, we face an uncertain regulatory landscape at the federal, state, and international levels, such as potential changes to reporting of greenhouse gas emissions and climate risk. Each of these factors further contributes to ongoing uncertainty in the regulatory environment in which we operate and may materially impact our businesses, operations, feedstock sourcing, operating and compliance costs, results of operations and overall market conditions.

The earnings and cash flows of the Petroleum Segment are primarily affected by the relationship between refined product prices and the cost of crude oil and other feedstocks that are used in refining and blending, as well as refinery compliance costs, including costs associated with Renewable Fuel Standard ("RFS") regulations. The effect of changes in crude oil prices on the Petroleum Segment's results of operations is also influenced by the rate at which the refined products adjusts adjust to reflect those changes.

Crude oil costs and the prices of refined products have historically been subject to wide fluctuations, which can impact, among other things, the level of inventories in the market and a reduction in product margins. Widespread expansion or upgrades of third-party facilities, shutdowns or curtailments, price volatility, international political and economic developments, and other factors are likely to continue to play an important role in refining industry economics. Specific factors impacting the Petroleum Segment's operations are outlined below.

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• Since February 28, 2026, the Iran War has been the primary driver of volatility in global energy and refined product markets. Disruptions to key trade routes, especially the Strait of Hormuz, and damage to refining and energy infrastructure in the Middle East have constrained global refined product supply and contributed to significant increases in higher refined product prices, particularly for diesel. At its outset, the U.S. saw geographical market dislocations, with waterborne regions elevating strengthening more rapidly than inland regions as international shortages took effect. This dislocation has moderated with some stabilization of as trade flows and inventories have shown signs of stabilization but continues to be wider than exceed historical averages Pricing and inventories remain volatile remains subject to elevated uncertainty. Pricing and are expected inventory levels continue to remain volatile in the experience volatility, and future influenced by market conditions, including developments in diplomatic relations, geopolitical events, and changes in global trade flows, among other market and geopolitical factors, may contribute to ongoing fluctuations.

• Group 3 2-1-1 crack spreads increased from below to above mid-cycle levels following the start of the Iran War. Diesel crack spreads remained remain elevated into in 2026 and increased significantly with the war. we expect diesel crack spreads this to remain elevated in 2026 continue until global supply chains normalize. Group 3 gasoline crack spreads were particularly challenged early in the year as refinery utilization was high going into the winter months, and subsequently, refiners have increased throughputs throughput to capture incremental margin margins on distillate volumes. More recently, In recent months, gasoline inventories have begun to draw declined and the gasoline crack spread has improved.

• With U.S. refinery utilization elevated and refined product inventories, especially distillates, below historical averages, any planned or unplanned refinery downtime could cause significant volatility in refined product prices and crack spreads.

• In addition to moving barrels out of the mid-continent region to balance supply and demand needs around the U.S. and globally, several projects have been announced intended to move products to western states in PADDs IV and V which should are expected to continue to help balance support more balanced domestic trade flows and move excess barrels increase access to regions where demand should is expected to outpace supply in the coming years.

• Total operable refining capacity in the United States U.S. has declined on a net basis since 2020. In addition, recent damage to refineries in the Middle East and Russia, along with reduced refinery utilization in Russia, caused by drone strikes during the Russia-Ukraine war, have further tightened China, has contributed to tighter global refining capacity, and supported global which continues to support refined product crack spreads.

• Over the next few years, the pace of global capacity growth is expected to slow, with few new refineries scheduled to come online. which could lead to As a tightening in result, global refined product supply and demand supply-demand balances could tighten as global demand growth is expected to continue increasing. continues.

• Recent Damage to liquid liquified natural gas ("LNG") production facilities and loss of disruption to LNG trade flows through the Middle East have contributed to higher natural gas prices in Europe, impacting adversely affecting competitiveness of European refineries. Meanwhile, the abundance of abundant natural gas supply available in the U.S. continues to keep has generally kept domestic natural gas prices subdued, lower than those in Europe, providing a sustained cost advantage for U.S. refiners.

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• Certain of the Petroleum Segment's subsidiaries are subject to the RFS (collectively, the "obligated-party subsidiaries"), which, each year, absent exemptions or waivers, requires such obligated-party subsidiaries to blend renewable fuels with transportation fuels, purchase renewable fuel credits, known as renewable identification numbers ("RINs"), in lieu of blending, or otherwise face liability. Actions of taken by the EPA under the RFS, the outcomes of various RFS-related legal challenges, and various legislative efforts relating to the RFS and regulatory developments affecting renewable fuels have materially impacted our results in the past and are expected to continue to materially impact our results. do so. In addition, certain governmental regulations and incentives associated with affecting the automobile transportation, agricultural, and renewables renewable fuels industries, including the ones those related to corn-based ethanol, and vegetable oil-based biodiesel, renewable diesel, and sustainable aviation fuel production or and consumption, have impacted, and are expected to continue to impact, our business. For example:

◦ On April 1, 2026, The EPA issued a EPA's final rule, effective on in June 15, 2026, that (a) establishes established applicable blending volumes and percentage standards under the RFS for 2026 and 2027 for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel, reflecting the highest renewable fuel volume in the program's history, including for biomass-based diesel and advanced biofuel; (b) partially waives waived the 2025 cellulosic biofuel volume requirement and revises revised the associated percentage standard due to a shortfall in cellulosic biofuel production; and (c) promulgates promulgated several regulatory changes to the RFS program, including the removal of renewable electricity as a qualifying renewable fuel under the RFS program, and makes minor revisions to the biogas provisions of the RFS program (the "2026/2027 RFS Final Rule"). In the 2026/2027 RFS Final Rule, the EPA confirmed its intention to add to annual blending obligations volumes that account for representing 70% of volumes actually exempted by the EPA for 2023 and 2024 compliance years and those projected to be exempted by the EPA for the 2025 compliance year, estimated by the EPA to total 2.89 billion RINs. Numerous refiners, including Coffeyville Resources Refining & Marketing, LLC and Wynnewood Refining Company, LLC WRC, biofuels groups and others filed petitions for review of the 2026/2027 RFS Final Rule in the D.C. Circuit, which petitions remain pending and in their early stages.

▪ As of June September 30, 2026 and including the impacts of the August 2026 SRE Decision, we have an estimated liability of $408 $230 million for the Petroleum Segment's obligated-party subsidiaries' compliance with the RFS through June September 30, 2026, which consists consisting of approximately 169 113 million RINs, excluding open, fixed-price commitments to purchase a net 20 15 million RINs. The Company's open RFS position is marked-to-market each period, and thus market volatility could significantly impact our costs to comply with affect future RFS compliance costs (excluding the impacts of any exemptions or waivers to which the Petroleum Segment's obligated-party subsidiaries may be entitled). and has the potential to As a result, compliance costs may remain significant through throughout 2026 and beyond.

◦ Over the past year, During 2026, certain oil, biofuels and agriculture groups have pushed not only continued to advocate for Congressional approval of year-round E15 (gasoline blended with 15% ethanol) but also certain and amendments to certain provisions of the RFS. In May 2026, the U.S. House of Representatives passed H.R. 1346, intended to permit year-round, nationwide E15 and ban certain small refiners, including WRC, from future eligibility for small refinery exemptions ("SREs") under the RFS beginning in 2028, among other actions. H.R. 1346, along with related proposed bills seeking to amend portions of the RFS and related legislation, are being continues to be considered by the U.S. Senate, including S. 593, which seeks to would authorize year-round, nationwide E15 but does not currently contain language changing include provisions modifying the definition of "small refinery" under the RFS.

◦ In response to market disruptions associated with the Iran War, the EPA issued a nationwide emergency waiver of the Reid Vapor Pressure specifications during for the summer of 2026 to increase the size of expand the available gasoline supply pool. for the summer driving season, as a result of In addition, in March 2026, the conflict with Iran, and EPA issued a temporary emergency fuel waiver, in March 2026 which became effective May 1, 2026, to allow authorizing nationwide sales of E15 and to remove all removing federal impediments to selling restrictions on the sale of E10 (gasoline blended with 10 percent 10% ethanol) across the country.

◦ 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 These provisions are expected to support demand for domestic corn and soybean oil feedstocks and will impact which may affect both our refining and fertilizer operations.

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June 30, Six Months Ended

Our consolidated results of operations include certain unallocated corporate activities and the elimination of intercompany transactions and, therefore, do not equal the sum of the operating results of the Petroleum and Nitrogen Fertilizer Segments.

September 30, Nine Months Ended

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Operating income (loss)

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Income tax (expense) benefit (10) 42 19 91

Net income (loss) 46 (90) (114) (195)

Income tax (expense) benefit (141) (88) (122) 3

Net income 563 401 449 206

Less: Net (loss) income attributable to noncontrolling interest (7) 27 74 69

Net loss income attributable to CVR Energy stockholders

(1) See "Non-GAAP Reconciliations" section below for reconciliations of the non-GAAP measures measure shown above.

Overview - For the three months ended June September 30, 2026, the Company's net income increased $136 $162 million compared to the three months ended June September 30, 2025. For the six nine months ended June September 30, 2026 the Company's net loss decreased $81 income increased $243 million compared to the six nine months ended June September 30, 2025. Refer to our discussion of each segment's result of operations below for further information.

Interest expense, net - The $5 $4 million decrease for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025 was primarily driven by lower borrowing costs resulting from the Company's debt refinancing activities completed in the first quarter of 2026. The $28 $26 million increase for the six nine months ended June September 30, 2026 compared to the six nine months ended June September 30, 2025 was primarily driven by losses on extinguishment of debt associated with the redemption of the 8.500% Senior Notes, due 2029 (the "2029 Notes") and 5.750% Senior Notes, due 2028 (the "2028 Notes"), and the loss on the prepayment of the senior secured term loan facility (the "Term Loan") during the first quarter of 2026. See Part I, Item 1, Note 6 ("Long-Term Debt and Finance Lease Obligations") for further details.

Other income, net - The $13 $14 million increase for the six nine months ended June September 30, 2026, compared to the six nine months ended June September 30, 2025 was primarily driven by the recognition of the Production Tax Credit (the "PTC") related to qualifying renewable fuel sales. The Company recognized the full 2025 tax credit benefit during the first quarter of 2026.

Income Tax (Expense) Benefit taxes - Income tax expense benefit for the three and six nine months ended June September 30, 2026 was $(10) $141 million and $19 $122 million, or 17.8% 20.0% and 14.1% 21.4% of income (loss) before income tax, respectively, compared to income tax benefit for the three and six months ended June 30, 2025 expense of $42 $88 million and $91 an income tax benefit of $(3) million, or 31.7% 17.9% and 31.8% (1.6)% of loss income before income tax, for the three and nine months ended September 30, 2025, respectively. The changes in income tax benefit taxes were primarily due to an increase in overall pretax earnings. The changes in effective tax rate from the three and six nine months ended June September 30, 2025 to the three and six nine months ended June September 30, 2026 were primarily caused by changes in pretax earnings attributable to noncontrolling interests and the impact of state tax credits relative to overall pretax earnings.

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September 30, Nine Months Ended

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Gathered crude 113,627 125,940 112,149 110,705

Other domestic 70,165 32,313 70,989 22,671

Canadian 19,475 581 18,436 610

Other feedstocks and blendstocks 9,698 13,315 12,039 12,420

Total throughput 212,965 172,149 213,613 146,406

Gathered crude 121,329 124,940 115,243 114,664

Other domestic 88,522 74,479 76,898 40,969

Canadian 6,746 — 14,496 405

Other feedstocks and blendstocks 11,040 16,549 11,702 13,810

Total throughput 227,637 215,968 218,339 169,848

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September 30, Nine Months Ended

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Gasoline 103,194 86,980 107,318 72,908

Distillate 92,280 70,556 89,894 57,938

Other liquid products 9,337 7,839 8,101 9,601

Solids 6,711 3,723 6,353 2,534

Total production 211,522 169,098 211,666 142,981

Gasoline 111,944 105,952 108,878 84,043

Distillate 99,285 88,390 93,058 68,201

Other liquid products 8,843 15,347 8,351 11,538

Solids 5,909 4,399 6,203 3,162

Total production 225,981 214,088 216,490 166,944

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NYMEX WTI crude oil is an industry wide benchmark that is utilized in the market pricing of a barrel of crude oil. The pricing differences between other crude oils and WTI, known as differentials, show how the market for other crude oils, such as Western Canadian Select ("WCS"), Brent Crude ("Brent"), and Midland WTI ("Midland") are trending. Due to geopolitical events, such as escalating military conflicts in the Middle East, the Strait of Hormuz closure, disruption, and the Russia-Ukraine war, and, in each case, actions taken by governments and others in response thereto, refined product prices have experienced extreme volatility. As a result of the current environment, refining margins have been and will likely continue to be volatile.

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NYMEX 2-1-1 crack spreads increased during the three and nine months ended September 30, 2026, averaging $73.43 and $55.16 per barrel, respectively, compared to $28.24 and $25.62 per barrel during the three and nine months ended September

September 30, 2026 | 33

NYMEX 2-1-1 crack spreads increased during the three and six months ended June 30, 2026 averaging $54.34 and $45.66 per barrel, respectively, compared to $25.87 and $24.29 per barrel during the three and six months ended June 30, 2025, respectively. Group 3 2-1-1 crack spreads also increased during the three and six nine months ended June September 30, 2026 averaging $44.91 $68.50 and $33.34 $45.37 per barrel, respectively, compared to $24.02 $25.94 and $20.89 $22.62 per barrel during the three and six nine months ended June September 30, 2025, respectively.

Average monthly prices for RINs on a blended barrel basis (calculated using applicable renewable volume obligation ("RVO") percentages) increased during the three and six nine months ended June September 30, 2026 to $13.78 $14.35 and $11.64 $12.57 per barrel, respectively, compared to $6.08 $6.33 and $5.39 $5.71 per barrel during the three and six nine months ended June September 30, 2025, respectively.

The charts below are presented, on a per barrel basis, by month through June September 30, 2026:

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and 221 more changes in the filing

Market risk 1 change

There have been no material changes to our market risks as of and for the three and six nine months ended June September 30, 2026, as compared to the risks discussed in Part II, Item 7A of our 2025 Form 10-K.

Risk factors 34 changes

Except as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K. The risk factors set forth below should be read in conjunction with the risk factors disclosed in our 2025 Form 10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition, and/or results of operations.

The Acquisition is subject to a number of conditions, including regulatory approvals, some of which may be outside either party's control, and the failure to satisfy or obtain any of them could delay the Acquisition or cause the Purchase Agreement to be terminated in accordance with its terms.

The closing of the Acquisition remains subject to the satisfaction or waiver of certain closing conditions, including expiration or termination of the waiting period under the HSR Act and any related agreement with the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"). In connection with the Acquisition, we and MPC have each filed the required notification and report forms under the HSR Act with the Antitrust Division and the U.S. Federal Trade Commission.

Under the terms of the Purchase Agreement, the Acquisition is required to close no later than 270 days after the execution of the Purchase Agreement (subject to extension to up to 360 days in specified circumstances), subject to the satisfaction or waiver of certain closing conditions. Any delay in closing or a failure to close could have a negative impact on our business and the trading price of our common stock.

Even after the expiration or termination of the HSR Act waiting period, the Antitrust Division or any state regulatory agency could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Acquisition or requiring us or MPC to agree to other remedies or requirements. We cannot be certain that we or MPC will prevail in the face of legal challenges to the Acquisition. Failure to prevail in any legal challenge to the Acquisition may result in the delay or abandonment of the Acquisition.

These conditions to the completion of the Acquisition, some of which are beyond our control and/or the control of MPC, may not be satisfied or waived in a timely manner or at all. Accordingly, the Acquisition may be delayed or not completed.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations, obligations or costs or place restrictions on our conduct after the Acquisition Closing Date. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Acquisition or of imposing additional costs or limitations on us following the closing of the Acquisition, any of which may have an adverse effect on us.

Additionally, either we or the Sellers may terminate the Purchase Agreement under certain circumstances specified therein, subject to the payment of a "termination fee" in certain cases. If we are required to pay a termination fee, our liquidity and financial condition could be adversely affected.

The Acquisition may not be completed within the expected timeframe or at all, and the failure to complete the Acquisition may negatively affect the trading price of our common stock and our financial results.

The Acquisition is subject to risks and uncertainties, including (i) the risk that the Acquisition may not be completed, or may not be completed within the expected timeframe, including as a result of the possibility that a governmental entity may prohibit, delay or refuse an approval required to complete the Acquisition, and (ii) the risk that costs relating to the Acquisition (including in respect of the financing of the Acquisition) may be greater than expected. If the Acquisition is not completed or if there are significant delays in completing the Acquisition, any such failure or delay could negatively affect the trading price of our common stock, adversely affect our future business and financial results and result in our failure to realize anticipated synergies. Any failure to consummate the Acquisition could also result in a negative reaction from the financial markets, particularly if the current market prices reflect market assumptions that the Acquisition will be consummated, which could cause the value of our common stock to decline.

The Acquisition may present certain risks to our business and operations prior to the Acquisition Closing Date.

Our business and operations are subject to various risks related to the Acquisition prior to the Acquisition Closing Date, including:

• uncertainty about the effect of the Acquisition on employees, customers, suppliers and other persons with whom we or MPC have a business relationship, which could have an adverse effect on our business, operations and stock price;

• the Acquisition may disrupt our current business plans and operations;

• our management's attention may be directed toward the completion of the Acquisition and diverted away from our day-to-day business operations;

• we may incur significantly higher transaction costs than we currently anticipate, such as legal, financing and accounting fees, and other costs, fees, expenses and charges related to the Acquisition, whether or not the transaction is completed; and

• the Acquisition may not be completed, which may have an adverse effect on our stock price and future business and financial results.

We may fail to realize all of the anticipated benefits of the Acquisition, or those benefits may take longer to realize than expected.

We expect to devote significant management attention to closing the Acquisition and, if it closes, integrating the operations of the Target Assets with CVR Energy. In the event the Acquisition closes, we may experience disruptions to our business and, if the integration is ineffective, such disruptions could prevent us from realizing the full expected benefits of the Acquisition. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Acquisition could cause an interruption or loss of momentum in our operations.

If the Acquisition successfully closes, difficulties in integrating the Target Assets into our business may include unforeseen operating difficulties and difficulties in coordinating geographically dispersed operations and facilities; additional and unfamiliar legal and regulatory requirements in Minnesota and North Dakota, where we do not currently operate refineries, including the ability to obtain, retain or renew the environmental and other governmental permits, licenses or authorizations necessary for the operation of the Target Assets; and the need to invest further in operational, financial and management information systems. Compliance with these requirements may increase our costs and complicate the integration and operation of the Target Assets. Even if integration of the Target Assets is successful, the financial and operational results may differ materially from our assumptions and forecasts due to unforeseen expenses, delays, conditions and liabilities. In addition, we may incur unanticipated costs or expenses following the Acquisition, including post-closing asset impairment charges, and other liabilities. Under the Purchase Agreement, we will also assume certain liabilities relating to the Target Assets, and the costs of satisfying those liabilities may exceed our estimates.

Furthermore, the successful closing of the Acquisition and the subsequent integration of the Target Assets into our business may result in material unanticipated problems, expenses, charges, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management's attention. Additional integration challenges may include difficulty in achieving anticipated growth prospects and other benefits from the Acquisition; the failure to maintain appropriate and consistent operating policies and internal controls across our business and the various geographic regions in which we operate, which could adversely affect our business and results of operations as a result of inconsistent operating, financial and legal practices; and involvement in labor, commercial or regulatory disputes or litigation relating to the acquired operations. Many of these factors will be outside of our control and any one of them could result in increased costs, including restructuring charges, decreases in revenues and diversion of management's time and energy, which could adversely affect our business, financial condition and results of operations. Additionally, achieving the anticipated benefits, including synergies and cost savings, is subject to a number of uncertainties, including whether the business acquired can be operated in the manner we intend and whether our costs to fund the Acquisition will be consistent with our expectations. Our success in realizing these synergies and cost savings, and the timing of this realization, depends on many factors, many of which are outside our control. Even if we consummate the Acquisition successfully, this may not result in the full realization of the synergies and cost savings that we currently expect, either within the expected timeframe or at all. In addition, the costs to achieve these synergies and cost savings may be higher than we anticipate. If our synergies and cost savings are less than our estimates, cost more or take longer to implement than we project, or our assumptions prove to be inaccurate, our results could be lower than we anticipate, which could adversely affect the market price of our common stock.

Thus, the integration of the Target Assets may be unpredictable, and subject to delays or changed circumstances. The acquired business may not perform in accordance with our expectations, and our expectations with respect to integration, synergies or cost savings as a result of the Acquisition may not materialize. In addition, our anticipated costs to achieve the integration of the Target Assets may differ significantly from our current estimates. The integration may place an additional burden on our management and internal resources, and the diversion of management's attention during the integration process could have an adverse effect on our business, financial condition and expected operating results.

Upon closing of the Acquisition, the Target Assets may underperform relative to our expectations.

Following completion of the Acquisition, we may not be able to maintain the levels of production, operating efficiency, revenue or earnings that the Target Assets or we have historically achieved. The business and financial performance of the Target Assets are subject to certain risks and uncertainties, including the risk of a material decline in production levels at the Target Assets, potential operating hazards, downtime and damage to the Target Assets from accidents, fires, severe weather, floods or other natural disasters or other unscheduled shutdowns, and exposure to the risks associated with volatile margins in the refining industry and with volatile crude oil, refined product and feedstock prices and associated market conditions.

Following the closing of the Acquisition, we may be unable to achieve the same growth, revenues and profitability that the Target Assets have achieved in the past.

We will incur a substantial amount of indebtedness in connection with the financing of the Acquisition.

We expect to partially fund the Acquisition by incurring additional third-party indebtedness, including the Permanent Financing and/or, to the extent necessary, borrowings under the Bridge Facility, as well as borrowings under the CVR Energy ABL. We face risks associated with increases in overall indebtedness. The Target Assets and CVR Energy may not be able to generate sufficient cash flow to service and repay this indebtedness, and we may not be able to refinance such indebtedness on favorable terms, or at all. If we are unable to service our indebtedness and fund our operations, we may be forced to, among other things, reduce or delay capital expenditures, seek additional capital, sell assets, or refinance our indebtedness. Any such action may not be successful, and we may be unable to service such indebtedness. Any of the above risks could have a material adverse effect on our business, financial condition, results of operations, cash flows or the market price of our common stock.

We expect to incur substantial expenses related to the Acquisition and to the integration of the Target Assets into our business, and the expenses may be greater than anticipated due to unexpected events.

We have incurred and expect to incur a number of significant non-recurring costs associated with the Acquisition and, upon closing of the Acquisition, the integration of the Target Assets into our business. These costs include legal, financial advisory, accounting, consulting and other advisory fees, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. In addition, we expect to incur integration costs following the closing of the Acquisition as we integrate the Target Assets' operations with ours, including facilities and systems consolidation costs. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, compliance, treasury management, refinery and terminal operations, vendor management, risk management, lines of business and pricing.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of these expenses. Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. These expenses may result in us recording increased expenses as a result of the Acquisition or the integration of the Target Assets into our business, and the amount and timing of such charges are uncertain at present and could exceed initial estimates.

September 30, 2026 | 53

Litigation relating to the Acquisition could result in an injunction preventing the completion of the Acquisition and/or substantial costs to us.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into significant acquisitions, mergers or other business combination agreements, like the Purchase Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our business, financial condition and results of operations.

Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Purchase Agreement already implemented and to otherwise enjoin the parties from consummating the Acquisition. One of the conditions to the completion of the Acquisition is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Acquisition. As such, if an injunction prohibiting the consummation of the Acquisition is obtained, that injunction may prevent the Acquisition from closing or from closing within the expected timeframe or at all, which may adversely affect our business, financial condition and results of operations.

Other information 1 change

During the three months ended June September 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 13 changes

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10.1**+^ Separation Agreement dated as of June 18, 2026, by and between CVR Energy, Inc. and Mark A. Pytosh (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 23, 2026).

10.2**^ Employment Agreement dated as of June 18, 2026, by and between CVR Energy, Inc. and Dane J. Neumann (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 23, 2026).

10.3**^ Performance Share Unit Agreement dated June 22, 2026, by and between CVR Energy, Inc. and Dane J. Neumann (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on June 23, 2026).

Amendment No. 1 to Master Service Agreement among Coffeyville Resources Refining & Marketing, LLC and Coffeyville Resources Nitrogen Fertilizers, LLC, dated February 19, 2020.

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101* The following financial information for CVR Energy, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026 formatted Inline XBRL ("Extensible Business Reporting Language") includes: (i) Condensed Consolidated Balance Sheets (unaudited), (ii) Condensed Consolidated Statements of Operations (unaudited), (iii) Condensed Consolidated Statement of Changes in Equity (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited) and (v) the Notes to Condensed Consolidated Financial Statements (unaudited), tagged in detail.

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** Previously filed.

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+ Certain portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

^ Denotes management contract or compensatory plan or arrangement.

Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or other similar attachment to the U.S. Securities and Exchange Commission upon request.

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July 29, November 3, 2026 By: /s/ Richard J. Roberts, Jr.

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July 29, November 3, 2026 By: /s/ Jeffrey D. Conaway

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