cvi-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended	March 31, 2026

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33492

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

61-1512186

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479

(Address of principal executive offices) (Zip Code)

(281) 207-3200

(Registrant’s telephone number, including area code)

_____________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CVI	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 100,530,599 shares of the registrant’s common stock outstanding at April 24, 2026.

Table of Contents

TABLE OF CONTENTS

CVR Energy, Inc. - Quarterly Report on Form 10-Q

March 31, 2026

PART I. Financial Information

PART II. Other Information

Condensed Consolidated Balance Sheets - March 31, 2026 and December 31, 2025 (unaudited)

Item 1A.

Risk Factors

Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2026 and 2025 (unaudited)

Item 5.

Other Information

Condensed Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2026 and 2025 (unaudited)

Item 6.

Exhibits

Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025 (unaudited)

Signatures

Notes to the Condensed Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.

March 31, 2026 | 2

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Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, stock or unit repurchases, impacts of legal proceedings, legislation, policies or regulations, timing of determinations and other interactions with, and submissions to, regulatory authorities and agencies, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “could”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “may”, “should”, “continue”, “predict”, “potential”, “project”, and similar terms and phrases are intended to identify forward-looking statements.

Forward-looking statements include, but are not limited to, the following:

•our forecasts of our future financial condition, capital expenditures, results of operations, revenues and expenses;

•our ability to successfully implement our business strategies and the timing thereof, including significant capital programs or projects, turnarounds or other initiatives;

•expectations regarding certain of our refineries to qualify as small refineries and receive small refinery exemptions;

•expectations regarding renewable fuel credits, known as renewable identification numbers (“RINs”), including their pricing and purchasing activities, as well as our ability to purchase RINs on a timely or cost-effective basis or at all;

•the expected supply, availability and price levels of raw materials and feedstocks and the effects of inflation, geopolitical events and conflicts thereupon;

•the expected availability of adequate cash and other sources of liquidity for the capital, operating and other needs of our businesses;

•our ability to meet certain carbon capture and sequestration milestones;

•expectations regarding future margins in the industries in which we operate;

•expectations regarding global production levels, including our production levels;

•expectations regarding impact of refined product demand and declining inventories on refined product prices and crack spreads;

•expectations regarding the cyclical and seasonal nature of the petroleum and nitrogen fertilizer businesses;

•expected competition in the petroleum and nitrogen fertilizer businesses, including potential impacts of domestic and global supply and demand or domestic or international duties, tariffs, or similar costs; and

•expectations regarding our ability to procure or recover under our insurance policies for damages or losses in full or at all.

Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties, and other factors could cause actual results and trends to differ materially from those projected or forward-looking. Differences between actual results or trends and any future results or trends expressed, suggested, or forecast in these forward-looking statements could result from a variety of factors, including the following:

•the potential impacts of geopolitical events and conflicts (including those relating to the Russia-Ukraine war, the U.S. Israel and Iran war, and tensions and conflict in the Middle East and the recent developments in Venezuela), and any escalation, expansion, or resolution thereof, on commodity prices and other markets to which we provide products;

•political uncertainty and impacts to the oil and gas industry and the United States and global economies generally as a result of actions taken by the current administration or others in response thereto, including the imposition of tariffs and reactions thereto and changes in climate or other energy laws, rules, regulations, or policies, including the Renewable Fuel Standard “RFS”);

•the risk of changes in tax and other laws, regulations and policies that adversely impact conventional fuel operations or favor renewable energy projects in the United States, which could have a material adverse effect on our business, liquidity, financial condition, results of operations, and cash flows, including, without limitation, the One Big Beautiful Bill Act;

•risks related to volatile margins in the refining industry and exposure to the risks associated with volatile crude oil, refined product and feedstock prices and associated market conditions;

•the effects of transactions involving derivative instruments;

March 31, 2026 | 3

Table of Contents

•risks related to the petroleum business’ and nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;

•risks related to the dependence of our businesses on customers and distributors, including to transport goods and equipment and providers of feedstocks;

•the risk of a material decline in our production levels, as well as potential operating hazards, downtime, and damage to our or our counterparties’ facilities and other assets from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters, accidents or other unscheduled shutdowns;

•the impact of rulings, judgments or settlements in litigation, tax or other legal or regulatory matters and the related impacts on our operations;

•risks related to operating hazards and interruptions in our refinery and nitrogen fertilizer facilities’, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;

•risks related to the reliance on, or the ability to procure economically or at all, petroleum coke that our nitrogen fertilizer business purchases from certain of our subsidiaries and third-party suppliers or the natural gas, electricity, oxygen, nitrogen, sulfur processing and compressed dry air and other products purchased from third parties by the nitrogen fertilizer and petroleum businesses and the facility operating risks associated with these third parties;

•potential interruption in pipelines supplying feedstocks or distributing products;

•risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;

•risks related to our lack of diversification of assets or operating and supply areas;

•the effects of potential labor supply shortages, labor difficulties, labor disputes or strikes;

•the effect of a potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;

•the risk that the treatment of CVR Partners, LP (“CVR Partners”) as a partnership for U.S. federal income or state tax purposes ceases;

•risks related to governmental actions, including by the U.S. Environmental Protection Agency, on our RIN obligation, open RINs positions, small refinery exemptions, and our cost to comply with our RFS obligations, and the success of various litigation related to the same;

•risks related to operational interruptions or changes in laws that could impact the amount and receipt of tax credits (if any) under the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;

•risks related to our businesses’ ability to obtain, retain or renew environmental and other governmental permits, licenses or authorizations necessary for the operation of its business;

•impact of potential runoff of water containing hazardous substances into waterways, and regulatory or legal actions in response thereto;

•risks related to our ability to issue securities, obtain financing or sell assets on terms favorable to us or at all;

•the impacts of existing and future regulations related to the end-use of our products;

•risks related to our ability to continue to license the technology used for our operations;

•risks related to potential strategic transactions involving CVR Energy (as defined herein) including, but not limited to, those 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 there

SEC Form 10-Q filed by CVR Energy Inc.