CVR ENERGY INC

CVR Energy, Inc. announced its definitive agreement to acquire Marathon Petroleum Corporation's refineries in Saint Paul Park, Minnesota, and Mandan, North Dakota, along with related marketing businesses. This filing includes combined financial statements for the acquired businesses for the years ended December 31, 2025 and 2024, and unaudited condensed combined financial statements for the nine months ended September 30, 2026 and 2025. Unaudited pro forma condensed combined financial information is also provided to illustrate the effects of the acquisition and related financing transactions. The acquisition is subject to closing conditions, including regulatory approvals.

CVR Energy announced a transformative agreement to acquire two refineries (St. Paul Park, MN and Mandan, ND) and a marketing platform from Marathon Petroleum for approximately $4.2 billion. This acquisition is expected to nearly double CVR Energy's refining capacity and significantly increase its EBITDA and EPS on a pro forma basis. The deal is anticipated to generate substantial synergies and is projected to close by the end of 2026, subject to customary closing conditions and regulatory approvals.

CVR Energy reported significantly improved financial results for Q2 2026, with net sales increasing to $2.74 billion from $1.76 billion in Q2 2025. The company achieved operating income of $78 million, a substantial turnaround from an operating loss of $103 million in the prior year quarter. Net loss attributable to CVR Energy stockholders was reduced to $3 million, down from $114 million in Q2 2025. The company also completed significant debt refinancing activities, issuing $1 billion in new senior notes and redeeming existing debt, while increasing its ABL credit facility.

CVR Energy reported a net loss attributable to stockholders of $3 million for Q2 2026, a substantial improvement from a $114 million loss in the prior year. Adjusted EBITDA more than doubled to $209 million, up from $99 million in Q2 2025. The company declared a cash dividend of $0.10 per share, and its subsidiary CVR Partners announced a $6.08 per common unit distribution, reflecting strong operational performance across both petroleum and nitrogen fertilizer segments.

CVR Energy, Inc. announced a leadership transition, with Mark A. Pytosh stepping down as President and Chief Executive Officer of the company and its subsidiary CVR Partners, LP, effective June 18, 2026. He will receive a separation payment of $3,000,000 and remain subject to certain post-employment obligations, including a reduced nine-month non-compete clause. Concurrently, Dane J. Neumann, previously Executive Vice President and CFO, has been appointed as the new President, Chief Executive Officer, and Director of both CVR Energy and CVR GP. His new employment agreement includes an annual base salary of $800,000 and eligibility for significant performance-based bonuses and long-term incentive awards.

CVR Energy Inc. announced it will be using an Investor Presentation in meetings with current and potential investors and analysts, effective May 12, 2026. The presentation provides a comprehensive business update on its petroleum refining and nitrogen fertilizer segments, highlighting operational performance, strategic priorities, and market outlook. Key areas covered include refinery capacity, product yields, utilization rates, and capital expenditure plans for 2026.

CVR Energy reported a net loss attributable to stockholders of $(192) million, or $(1.91) per share, for Q1 2026, compared to a net loss of $(123) million, or $(1.22) per share, in Q1 2025. Net sales increased to $1,980 million from $1,646 million year-over-year. The company completed a significant debt refinancing, issuing $1 billion in new senior notes and redeeming $817 million of existing senior notes and a term loan, incurring a $28 million loss on extinguishment of debt.

CVR Energy reported a net loss attributable to stockholders of $(192) million for Q1 2026, widening from $(123) million in Q1 2025, despite net sales increasing to $1.98 billion from $1.65 billion. The company completed a significant debt refinancing, issuing $1 billion in new Senior Notes and repaying $157 million of Term Loan and $817 million of Senior Secured Notes, incurring a $28 million loss on extinguishment. Additionally, the ABL Credit Agreement was increased to $550 million and its maturity extended. The Wynnewood refinery's renewable diesel unit was reverted to hydrocarbon processing in December 2025 due to unfavorable economics.

CVR Energy Inc. reported a net loss attributable to stockholders of $(192) million for Q1 2026, a significant increase from $(123) million in Q1 2025, despite net sales rising to $1,980 million. The company completed a major debt refinancing, issuing $1 billion in new Senior Notes and redeeming $817 million of existing notes and a Term Loan. Additionally, CVR Energy reverted its Wynnewood refinery's renewable diesel unit back to hydrocarbon processing due to unfavorable economics.

CVR Energy reported a Q1 2026 net loss attributable to stockholders of $192 million, or $1.91 per diluted share, which includes $158 million in unrealized derivative losses. Adjusted EBITDA for the quarter was $37 million, an increase from $24 million in Q1 2025. The company declared a cash dividend of 10 cents per share for Q1 2026, and CVR Partners announced a $4.00 per common unit distribution. Additionally, CVR Energy completed a debt refinancing, issuing $1 billion in new senior notes and redeeming older debt, resulting in a $32 million loss on extinguishment.