CVR Energy to buy St. Paul Park, Mandan refineries
The nine-month pro forma presentation lists $2.020 billion of EBITDA and $7.67 EPS, versus standalone figures of $913 million and $3.73.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
CVR Energy, Inc. agreed to acquire Marathon-affiliated refinery, marketing and logistics assets for $4.2 billion plus net working capital, subject to customary closing adjustments. The assets include the St. Paul Park and Mandan refineries, 100% of St. Paul Park Refining Co. LLC, and 17% interests in Minnesota Pipe Line Company and MPL Investments. CVR expects closing by the end of 2026, subject to regulatory and other conditions; the agreement has no financing condition.
For the nine months ended September 30, 2026, CVR’s EBITDA was $913 million standalone and $2.020 billion pro forma; EPS was $3.73 standalone and $7.67 pro forma. The company estimates approximately $70 million of annual run-rate synergies by FY2028. Expected funding includes $2.5 billion of committed secured debt, an $800 million Trafigura preferred-stock investment, up to $500 million under an IEP commitment, and cash on hand. IEP’s commitment reduces dollar-for-dollar by gross cash proceeds from qualifying public common-stock offerings before funding.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Proposed acquisition's nine-month pro forma EPS: $7.67 versus $3.73 standalone.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Willful Breach or qualifying financing failure: potential $252 million reverse termination fee. 4.5% of market cap
Filing Explained
The unclosed deal includes $800 million in convertible preferred financing and up to $500 million more, which could add shares if converted.
CVR has signed the acquisition and related subscription agreements, but the acquisition is not complete and remains subject to antitrust, permit, and other closing conditions. If funded and converted, the preferred shares would add common shares and reduce existing holders’ percentage ownership, absent offsetting changes.
Trafigura’s Series A-1 preferred stock is convertible at the holder’s election one-for-one after the HSR waiting period, subject to a
Although the acquisition has no financing condition, a qualifying failure to obtain or fund required financing can trigger a
8-K Event Classification
Key Figures
Key Terms
net working capital adjustments financial
reverse termination fee financial
pari passu financial
preemptive rights financial
Hart-Scott-Rodino Antitrust Improvements Act regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are CVI's pro forma EBITDA and EPS figures for the acquisition?
When does CVI expect the acquisition to close, and what approvals are required?
What will Trafigura receive for its CVI investment?
What happens to CVI's existing senior notes under the acquisition financing?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Equity and Asset Purchase Agreement
On November 2, 2026, CVR Energy, Inc., a Delaware corporation (the “Company”), entered into an Equity and Asset Purchase Agreement (the “Purchase Agreement”) with Marathon Petroleum Company LP, Tesoro Refining & Marketing Company LLC, Tesoro Logistics Operations LLC, Western Refining Southwest LLC, Western Refining Terminals, LLC and Marathon Petroleum Supply and Trading LLC (collectively, the “Sellers”), each a subsidiary or affiliate of Marathon Petroleum Corporation.
Pursuant to the Purchase Agreement, the Company has agreed to acquire (i) 100% of the outstanding membership interests of St. Paul Park Refining Co. LLC, which owns the St. Paul Park Refinery, (ii) 17% of the outstanding common interests of Minnesota Pipe Line Company, LLC, (iii) 17% of the outstanding common stock of MPL Investments, Inc. and (iv) certain other assets of the Sellers, including the Mandan Refinery, the related marketing business and terminal, pipeline, rack, tankage and other logistics assets (collectively, the “Target Assets”) and to assume certain liabilities related to the Target Assets, other than specified liabilities to be retained by the Sellers. The acquisition of the Target Assets is referred to herein as the “Acquisition.”
Summary of the Terms of the Purchase Agreement
Consideration. The Company has agreed to purchase the Target Assets for an aggregate base cash purchase price of $4,200 million, subject to certain customary closing adjustments, including net working capital adjustments, in each case as of the closing of the Acquisition (the “Acquisition Closing”), and subject to other specified adjustments. The Company will also assume certain liabilities relating to the Target Assets, including environmental liabilities, whether arising before, on or after the Acquisition Closing, other than certain liabilities retained by the Sellers.
Representations, Warranties, Covenants and Indemnification. The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Sellers. The representations, warranties and pre-closing covenants of the Sellers generally do not survive the Acquisition Closing, and the Company will not have post-closing indemnification rights in respect of breaches thereof, subject to specified exceptions, including for Fraud (as defined in the Purchase Agreement). Concurrent with and effective upon execution of the Purchase Agreement, the Company has arranged a representation and warranty insurance policy intended to provide coverage in the event of any breaches of certain representations and warranties, subject to applicable policy limits, exclusions, deductibles and other terms and conditions. Following the Acquisition Closing, the Sellers and the Company have agreed to indemnify each other for certain liabilities and certain breaches of the Purchase Agreement, subject to certain limitations as more particularly set forth in the Purchase Agreement. The Purchase Agreement’s covenants include obligations of the Sellers concerning the operation of the Target Assets in the ordinary course during the period between the date of the Purchase Agreement and the Acquisition Closing, subject to specified exceptions, and obligations of the parties to use reasonable best efforts to obtain required antitrust approvals. The Company is not required to accept a specified Burdensome Condition (as defined in the Purchase Agreement), including a requirement to divest either acquired refinery or the Company’s Coffeyville or Wynnewood refinery. The Company is also required to use reasonable best efforts to arrange and obtain the financing for the Acquisition (including alternative financing in specified circumstances), and the Sellers are required to use reasonable best efforts to provide customary cooperation in connection with such financing, subject to specified limitations. The Company has also represented that it has, and at all times through the Acquisition Closing will have, at least $500 million of unrestricted cash and cash equivalents, which amount will increase, upon notice to the Sellers, by up to an additional $500 million upon the deposit of the proceeds of an equity offering completed by the Company after the date of the Purchase Agreement.
Closing Conditions. Completion of the Acquisition is subject to the satisfaction or waiver of certain conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other applicable antitrust laws; the absence of legal prohibitions and specified proceedings challenging the Acquisition or seeking substantial damages in connection with it; and the accuracy of the parties’ representations and warranties and material compliance with their covenants, subject to applicable qualifications. The Company’s obligation to close is also subject to the absence of a Material Adverse Effect (as defined in the Purchase Agreement) that has occurred since the date of the Purchase Agreement and is
continuing at the Acquisition Closing, and receipt of written approval of, or other written non-objection to or authorization for, the transfer of the Mandan refinery’s hazardous waste permit by the North Dakota Department of Environmental Quality. The Acquisition is not subject to a financing condition.
Casualty and Condemnation. In the event of specified casualty or condemnation losses affecting the Target Assets prior to the Acquisition Closing, the Purchase Agreement provides, in specified circumstances and at the Sellers’ election, for the repair or restoration of the affected assets (which may delay the Acquisition Closing), a purchase price reduction or the assignment to the Company of related insurance or condemnation proceeds, but does not provide either party a right to terminate the Purchase Agreement.
Termination. The Purchase Agreement contains termination rights for the Company and the Sellers, including if the Acquisition Closing has not occurred within 270 days after execution of the Purchase Agreement, subject to extension to as late as 360 days after execution in specified circumstances relating to antitrust approvals or casualty restoration. Upon termination in specified circumstances, the Company may be required to pay a reverse termination fee equal to (i) 2% of the aggregate base purchase price, or $84 million, for failure of the antitrust closing conditions by the applicable outside date, including following the Company’s permitted rejection of a Burdensome Condition; (ii) 6%, or $252 million, for the Company’s Willful Breach (as defined in the Purchase Agreement) or a qualifying failure to close because required financing is not obtained or funded; or (iii) 4%, or $168 million, for other specified failures to close. The reverse termination fees are not cumulative. The MPC Sellers (as defined in the Purchase Agreement) may be required to pay the Company a termination fee equal to 5% of the aggregate base purchase price for the Sellers’ Willful Breach or 4% for other specified failures to close. The Purchase Agreement also provides for specific performance in certain circumstances, subject to the conditions and limitations set forth therein.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
The Purchase Agreement has been included in this report to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about the Company, the Sellers or any of their respective subsidiaries. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and are subject to materiality qualifications contained in the Purchase Agreement which may differ from what may be viewed as material by stockholders of, or other investors in, the Company. Such stockholders and investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Sellers or any of their respective subsidiaries or affiliates. Information related to the representations and warranties may change after the date of the Purchase Agreement, and any changes to such information may not be reflected in the Company’s public filings.
Commercial Investor Equity Investment
On November 2, 2026, in connection with the execution of the Purchase Agreement, the Company entered into a subscription agreement (the “Subscription Agreement”) with Trafigura US Holdings, Inc. (the “Commercial Investor”), pursuant to which the Commercial Investor agreed to purchase approximately 14,989,695 shares of the Company’s Series A-1 non-voting preferred stock (the “Commercial Preferred Stock” and, together with any additional shares of preferred or common stock issued as delay compensation, the “Commercial Investor Shares”) at a base price of $53.37 per share (the “Investment Price”), for an aggregate purchase price of $800,000,000 (the “Commercial Investor Equity Investment”). The Commercial Preferred Stock will be convertible at the holder’s election into shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), initially on a one-for-one basis upon expiration or termination of the applicable waiting period under the HSR Act. The Commercial Investor may not convert the Commercial Preferred Stock if such conversion would result in the Commercial Investor’s beneficial ownership of Common Stock exceeding 9.50% of the total outstanding Common Stock, which limitation may be waived at the
election of the Commercial Investor upon no less than sixty-one (61) days’ notice. The Commercial Preferred Stock ranks pari passu with the Common Stock, has no right to receive dividends or distributions not payable to holders of Common Stock (other than for certain specified delays), and is otherwise substantially equivalent to the Common Stock, but does not have general voting rights. The Subscription Agreement also provides for certain pricing adjustments, including for certain lower priced equity financings between the date of the Subscription Agreement and the earlier of the Acquisition Closing and termination of the Purchase Agreement in accordance with its terms, and the issuance of additional shares of Commercial Preferred Stock (or, at closing, Common Stock at the Commercial Investor’s election) as compensation for specified delays in consummation of the Acquisition or receipt of HSR Act approval for conversion of the Commercial Preferred Stock, subject to applicable conditions. Such credits will begin to accrue six months after signing, each at 1% per annum, and may accrue concurrently. The Company intends to use the proceeds of the Commercial Investor Equity Investment to partially finance the aggregate consideration for the Acquisition. In connection with the Acquisition and the Commercial Investor Equity Investment, the Company and certain of its subsidiaries entered into commercial agreements and related arrangements with affiliates of the Commercial Investor, as described below under “Commercial Agreements.”
The Commercial Investor’s obligation to consummate the Commercial Investor Equity Investment is subject to the concurrent satisfaction or waiver of the conditions to the closing of the Acquisition under the Purchase Agreement (other than conditions to be satisfied at closing, subject to their satisfaction or waiver at closing), the substantially concurrent consummation of the Acquisition, material compliance with the agreed capital plan, receipt of the specified financing and certain other customary closing conditions. The Subscription Agreement will terminate in specified circumstances, including upon termination of the Purchase Agreement in accordance with its terms. The Commercial Investor Shares will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Commercial Investor Equity Investment, concurrently with execution of the Subscription Agreement, the Company has entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with the Commercial Investor, pursuant to which the Commercial Investor is entitled upon closing to certain demand, piggyback and shelf registration rights with respect to the Common Stock. Pursuant to the Investor Rights Agreement, the Commercial Investor is entitled to designate a board observer to the board of directors of the Company, which the Commercial Investor may convert at its election into the right to designate one nominee for election to the board of directors of the Company, for so long as the Commercial Investor retains at least 50% of its equity position acquired upon consummation of the Acquisition. Pursuant to the Investor Rights Agreement, the Commercial Investor is also entitled to certain information and preemptive rights upon consummation of the Acquisition, subject to certain conditions. The preemptive right applies from signing to qualifying issuances at or below the Commercial Investor’s subscription price.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, including the Investor Rights Agreement attached thereto, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Commercial Agreements
On November 2, 2026, in connection with the execution of the Purchase Agreement and the Commercial Investor Equity Investment, a subsidiary of the Company entered into a crude oil supply agreement (the “Supply Agreement”) with Trafigura Trading LLC (the “Commercial Counterparty”) with respect to the Target Assets. The Company’s subsidiaries and the Commercial Counterparty also entered into other commercial agreements relating to the Target Assets (collectively with the Supply Agreement, the “Commercial Agreements”). The Commercial Agreements will become effective upon the later of the Acquisition Closing and the satisfaction or waiver of applicable conditions, including funding of the Commercial Investor Equity Investment, and will expire on the tenth anniversary of that effective date, subject to an extension option exercisable by the Commercial Counterparty.
Under the Commercial Agreements, the Commercial Counterparty will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park refineries and, under the Supply Agreement, will serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions. Under the Supply Agreement, the Company’s subsidiaries will determine the crude slate and nominate monthly volumes, the Commercial Counterparty will source crude oil from third parties consistent with those nominations, and title will pass to the Company’s subsidiaries as crude oil is withdrawn from designated refinery storage tanks. The Company’s subsidiaries will continue to operate the refineries
and retain exposure to refining margins. The Company’s subsidiaries will also provide related storage, logistics and transportation services and temporarily assign specified transportation and storage rights to the Commercial Investor.
The foregoing descriptions of the Commercial Agreements do not purport to be complete. The description of the Supply Agreement is qualified in its entirety by reference to the full text of the Supply Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.
IEP Subscription Agreement
On November 2, 2026, the Company entered into a subscription agreement (the “IEP Subscription Agreement”) with American Entertainment Properties Corp. (“AEP”), a wholly-owned corporate subsidiary of Icahn Enterprises Holdings L.P., pursuant to which AEP committed, subject to the terms and conditions thereof, to purchase shares of the Company’s Series A-2 non-voting mandatory convertible preferred stock (the “IEP Preferred Stock”) for an aggregate purchase price of up to $500,000,000 at a price per share equal to the Investment Price (the “IEP Commitment”). The IEP Preferred Stock ranks pari passu with the Common Stock, has no right to receive dividends or distributions not payable to holders of Common Stock, and is otherwise substantially equivalent to the Common Stock, but does not have general voting rights. The IEP Preferred Stock will automatically convert into Common Stock on a one-for-one basis, subject to customary adjustments, promptly following expiration of the applicable waiting period under Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The amount of the IEP Commitment will be automatically and permanently reduced, on a dollar-for-dollar basis, by the aggregate gross cash proceeds received by the Company from public offerings of its Common Stock consummated after the date of the IEP Subscription Agreement and before the funding of the IEP Commitment. The proceeds of the IEP Commitment, if needed, will be used solely to fund a portion of the consideration for the Acquisition.
AEP’s obligation to consummate the IEP Commitment is subject to the concurrent satisfaction or waiver of the conditions to the closing of the Acquisition under the Purchase Agreement (other than conditions to be satisfied at closing, subject to their satisfaction or waiver at closing), the substantially concurrent consummation of the Acquisition and certain other customary closing conditions. The IEP Subscription Agreement will terminate in specified circumstances, including upon termination of the Purchase Agreement in accordance with its terms or receipt by the Company of aggregate gross cash proceeds of at least $500,000,000 from such public offerings. The Company has agreed to pay AEP a non-refundable commitment fee equal to 1.00% of the aggregate commitment under the IEP Subscription Agreement, which is payable upon execution of the IEP Subscription Agreement, and to reimburse AEP’s transaction expenses. The terms of the IEP Commitment, the IEP Subscription Agreement and the IEP Stockholders Agreement (as defined below) have been approved by the Company’s Board of Directors upon the recommendation of a special committee of the Company’s Board of Directors comprised entirely of independent and disinterested directors.
IEP Stockholders and Registration Rights Agreement
In connection with the execution of the IEP Subscription Agreement, on November 2, 2026, the Company entered into a Stockholders and Registration Rights Agreement (the “IEP Stockholders Agreement”) with Icahn Enterprises L.P. (“IEP”). Pursuant to the IEP Stockholders Agreement, IEP is entitled to designate six directors to serve on the Board of Directors of the Company (the “Board”) while IEP and its controlled affiliates beneficially own more than 50% of the Company’s outstanding Common Stock and five directors while they own at least 40% but not more than 50% of the Company’s
outstanding Common Stock. Below those thresholds, IEP may designate four, three, two or one directors based on adjusted ownership thresholds of 30%, 20%, 10% and 5%, respectively, with protections against dilution based upon share issuances by the Company and adjustments for changes in board size. Reductions in IEP Board designation rights will be determined based upon IEP’s ownership percentages immediately before the Company mails its proxy statement for the next annual meeting of the Company’s stockholders in any applicable year, and such reduction will take effect at the next annual meeting of the Company’s stockholders following reduction below the applicable threshold. The IEP Stockholders Agreement also provides, at IEP’s request, for at least one qualified IEP designee to serve on each standing committee of the Board, subject to applicable law, exchange independence requirements and specified conflict exceptions, as well as IEP’s consent over the adoption, amendment or maintenance of any stockholder rights plan by the Company.
Pursuant to the IEP Stockholders Agreement, the Company will grant IEP and its affiliates certain demand, piggyback and shelf registration rights with respect to the Common Stock owned by IEP and its affiliates, subject to certain customary thresholds and conditions. In addition, under the IEP Stockholders Agreement, IEP and its affiliates may conduct an underwritten registered secondary offering of the Company’s Common Stock prior to the Acquisition Closing following or concurrently with the Company’s public offering of Shares in connection with the Acquisition, including shares sold pursuant to an underwriters’ option, on terms determined by IEP in its sole discretion. The Company has agreed to take all actions reasonably necessary to facilitate such offering. The Company will not receive any proceeds from the sale of such shares by IEP and its affiliates.
IEP and its affiliates will also be entitled to information and preemptive rights for so long as they collectively retain at least 5% of the outstanding Common Stock of the Company, with certain protections against dilution based upon share issuances by the Company.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the IEP Stockholders Agreement, which is filed as Exhibit 10.3 to this Current Report and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under the headings “Commercial Investor Equity Investment” and “IEP Subscription Agreement” in Item 1.01 of this Current Report is incorporated herein by reference.
The Commercial Investor Shares and the IEP Preferred Stock will be offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, in transactions by an issuer not involving a public offering. Each of the Commercial Investor and AEP has represented that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an “accredited investor” as defined in Rule 501(a) under the Securities Act and that it is not acquiring such shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, and appropriate legends will be affixed to such securities.
Item 7.01. Regulation FD Disclosure.
On November 3, 2026, the Company announced the execution of the Purchase Agreement to acquire the Target Assets. The press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein. On November 3, 2026, the Company also posted an investor presentation related to the Acquisition on the Investor Relations page of the Company’s website at www.CVREnergy.com. The presentation provides an overview of the Acquisition and its strategic rationale. The presentation is furnished as Exhibit 99.2 to this Current Report and is incorporated by reference herein.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished, not filed, pursuant to Items 7.01 and 9.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, will not be subject to liability under Section 18 of the Exchange Act, and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Item 7.01, including Exhibits 99.1 and 99.2, is not intended to, and does not, constitute a determination or admission by the Company that such information, including Exhibits 99.1 and 99.2, is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
Forward-Looking Statements
This Current Report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: statements regarding the pending acquisition of the Target Assets including the anticipated benefits, synergies and cost savings of the Acquisition, and the expected financing and closing thereof; margin uplift; potential acquisitions; margin improvement; accretion in earnings per share of over 105% or at all; synergies; continued safe and reliable operations; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) conditions to the Acquisition Closing, including the expiration or termination of the waiting period under the HSR Act and the receipt of other required regulatory approvals; the Acquisition is not completed within the expected time frame, or anticipated benefits of the Acquisition are not realized; the intended permanent financing for the Acquisition is not consummated on favorable terms; occurrence of any event, change, or circumstance that could terminate the Purchase Agreement; demand for fossil fuels and price volatility of crude oil, other feedstocks and refined products; the ability of the Company to pay or increase cash dividends and of CVR Partners to make cash distributions; potential operating hazards; costs of compliance with existing or new laws and regulations and potential liabilities arising therefrom; our controlling shareholder’s intention regarding ownership of our Common Stock or CVR Partners’ common units; general economic and business conditions; political disturbances, geopolitical instability and tensions; existing and future laws, rulings, policies and regulations, including the reinterpretation or amplification thereof by regulators, and including but not limited to those relating to the environment, climate change, and/or the production, transportation, or storage of hazardous chemicals, materials, or substances, like ammonia; political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by the administration, including the imposition of tariffs or changes in climate or other energy laws, rules, regulations, or policies; impacts of plant outages; potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters; the health and economic effects of any pandemic, and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof. The Company disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 2.1*+ | Equity and Asset Purchase Agreement, dated as of November 2, 2026, by and among CVR Energy, Inc., Marathon Petroleum Company LP, Tesoro Refining & Marketing Company LLC, Tesoro Logistics Operations LLC, Western Refining Southwest LLC, Western Refining Terminals, LLC and Marathon Petroleum Supply and Trading LLC. | |
| 10.1*+ | Subscription Agreement, dated as of November 2, 2026, by and between CVR Energy, Inc. and Trafigura US Holdings, Inc. (including the Investor Rights Agreement attached as an exhibit thereto). | |
| 10.2* ^ | Crude Oil Supply Agreement, dated as of November 2, 2026, by and between Trafigura Trading LLC and MND Holdco, LLC. | |
| 10.3* | Stockholders and Registration Rights Agreement, dated as of November 2, 2026, by and between CVR Energy, Inc. and Icahn Enterprises L.P. | |
| 99.1† | Press Release dated November 3, 2026, announcing the Acquisition. | |
| 99.2† | Investor Presentation. | |
| 104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
| * | Filed herewith. |
| † | Furnished herewith. |
| + | Schedules to and portions of this exhibit have been omitted pursuant to Items 601(a)(5) and 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and portions of this exhibit to the Securities and Exchange Commission upon request. |
| ^ | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 3, 2026
| CVR Energy, Inc. | ||
| By: | /s/ Richard J. Roberts, Jr. | |
| Richard J. Roberts, Jr. | ||
| Interim Chief Financial Officer, Vice President - Financial Planning & Analysis and Investor Relations | ||
Exhibit 99.1
CVR ENERGY ANNOUNCES TRANSFORMATIVE TRANSACTION
TO ACQUIRE 2 REFINERIES AND MARKETING PLATFORM FROM MARATHON PETROLEUM
| • | Transformative increase to its asset portfolio, nearly doubling refining capacity |
| • | Expands and diversifies its footprint with high-quality refineries in new distribution areas |
| • | Synergistic marketing business is anticipated to provide margin uplift across integrated platform |
| • | Improved positioning for potential future acquisitions and margin improvement opportunities |
SUGAR LAND, Texas (November 3, 2026) – CVR Energy, Inc. (NYSE: CVI) (“CVR Energy”) today announced that it has entered into a definitive agreement with subsidiaries and affiliates of Marathon Petroleum Corporation (NYSE: MPC) (“Marathon”) under which CVR Energy would acquire (the “Acquisition”) Marathon’s St. Paul Park, Minnesota and Mandan, North Dakota refineries, along with Marathon’s related marketing business (collectively, the “Acquired Business”), for a total purchase price of approximately $4.2 billion, plus net working capital.
The Acquired Business generated approximately $1.2 billion of EBITDA reflecting current favorable market conditions for the trailing twelve months ended September 30, 2026, when adjusted for CVR Energy’s accounting policies. For the nine months ended September 30, 2026, the Acquisition would have increased CVR Energy’s EBITDA from approximately $900 million, on a stand-alone basis, to approximately $2.0 billion, on a pro forma basis. Additionally, earnings per share for the nine months ended September 30, 2026 would have increased from $3.73 per share, on a stand-alone basis, to $7.67 per share, on a pro forma basis, an accretion in earnings per share of over 105% for stockholders. These figures do not include approximately $70 million in estimated future annual run-rate synergies, primarily relating to Selling, General, & Administrative (“SG&A”) expenses and commercial and operational opportunities.
“We are thrilled to deliver on our plan to strategically grow and diversify our business. We are acquiring 2 well-maintained, highly productive refineries from Marathon that have generated more than $1.1 billion of EBITDA for the first nine months of 2026. In light of current favorable market conditions, we expect the Acquired Business to continue to generate substantial cash flows over at least the next twelve months,” said Dane Neumann, President and Chief Executive Officer of CVR Energy. “Marathon has been an excellent steward of these high-quality assets, and we look forward to welcoming the hardworking employees at these facilities into the CVR Energy family. Looking ahead, with a larger and stronger asset portfolio, we believe CVR Energy is well-positioned to deliver more durable cash flow through the cycle, provide meaningful commercial and operational synergies and significant per share accretion, strengthening CVR Energy’s position while serving as a platform for future growth.”
Transaction Terms
Under the terms of the purchase agreement, CVR Energy would acquire:
| • | St. Paul Park Refinery: 105,000 barrel-per-day refinery in St. Paul Park, Minnesota; |
| • | Mandan Refinery: 72,000 barrel-per-day refinery in Mandan, North Dakota; and |
| • | Marketing Business: Integrated marketing channel supplying up to 590 branded locations across the Upper Midwest and Northern Great Plains regions. |
CVR Energy’s Board of Directors has unanimously approved the transaction, which is expected to close by the end of 2026. The transaction is subject to customary closing conditions and regulatory clearance, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Strategic and Financial Benefits
This transaction is expected to:
Deliver a Transformative Increase in Scale and Scope. The acquisition would increase CVR Energy’s crude oil throughput capacity from approximately 207,000 to approximately 384,000 barrels per day while establishing its footprint across the Upper Midwest and Northern Great Plains regions, diversifying CVR Energy’s asset portfolio and broadening its exposure to regional transportation fuel demand. By increasing both the scale and scope of CVR Energy’s asset base, the acquisition would position CVR Energy to significantly grow its earnings.
Add High-Quality, Well-Maintained Assets. The refineries have an average complexity of approximately 7.8. Under Marathon’s ownership, the refineries had strong operating records, averaging 98% utilization from 2023 to 2025, excluding turnarounds.
Add an Established, Synergistic Marketing Business. The marketing business is expected to increase margin optimization opportunities across CVR Energy’s entire platform by introducing new distribution channels while creating a base for expansion of CVR Energy’s existing footprint. Product distribution for gasoline, ultra-low sulfur diesel, jet fuel and asphalt is balanced between local rack sales and wholesale channels, and the business’s high blending capacity reduces exposure to volatile renewable identification number (“RIN”) costs, decreasing compliance outlay.
Create More Durable and Diversified Earnings on an Expanded Platform for Growth. A larger, more diversified asset base is expected to support consistent free cash flow generation through the cycle and reduce the inherent volatility of CVR Energy’s existing, smaller refining system. Increased production capacity is expected to produce sustainable capital returns and greater balance sheet flexibility, along with a larger platform for future expansion opportunities.
Deliver Accretion and Synergies. The transaction is expected to significantly enhance earnings and cash flow from operations per share before synergies. CVR Energy expects approximately $70 million of annual run-rate SG&A and commercial and operational synergies.
Improve Competitive Positioning. A larger platform strengthens CVR Energy’s strategic reach and position, adding new geographies including the Upper Midwest and Northern Great Plains regions.
Financing and Capital Structure
CVR Energy expects to fund the transaction, including related fees and expenses, from a combination of $2.5 billion of committed secured debt financing, a $500 million equity commitment from our controlling shareholder, an $800 million equity investment from Trafigura US Holdings, Inc. (“Trafigura”) and cash on hand. An affiliate of Trafigura is also entering into long-term commercial arrangements with CVR Energy subsidiaries. In connection with the new secured financing, CVR’s existing 7.500% Senior Notes due 2031 and 7.875% Senior Notes due 2034 will become secured on an equal and ratable basis with the new secured debt, and CVR’s existing 5.750% Senior Notes due 2028 will be redeemed.
Advisors
Barclays serves as exclusive financial advisor to CVR Energy, and Vinson & Elkins and Proskauer Rose LLP serve as legal counsel. Barclays, Wells Fargo and Mizuho are providing fully committed debt financing for a portion of the acquisition consideration.
Conference Call and Webcast
CVR Energy previously announced that it will host its third quarter 2026 Earnings Conference Call on Tuesday, November 3, 2026, at 10 a.m. Eastern. The Earnings Conference Call will also include discussion of Company developments including the potential transaction, forward-looking information and other material information about business and financial matters.
The third quarter 2026 Earnings Conference Call will be webcast live and can be accessed on the Investor Relations section of CVR Energy’s website at www.CVREnergy.com. For investors or analysts who want to participate during the call, the dial-in number is (800) 715-9871, conference ID 3388257. A repeat of the call can be accessed for seven days by dialing (800) 770-2030, conference ID 3388257. The webcast will be archived and available on the Investor Relations section of CVR Energy’s website at www.CVREnergy.com.
Non-GAAP Measures
Our management uses certain non-GAAP measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP measures are important factors in assessing our operating results and profitability and include the measures defined below.
EBITDA—Consolidated net income before (i) interest expense, net, (ii) income tax expense and (iii) depreciation and amortization expense.
Reconciliation of Acquired Business Net Income to EBITDA for the Twelve months ended September 30, 2026
| Twelve Months Ended September 30, |
Nine Months Ended September 30, |
Year Ended December 31, |
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| (in millions) | 2026 | 2026 | 2025 | 2025 | ||||||||||||
| Net income (1) |
$ | 791 | $ | 768 | $ | 270 | $ | 293 | ||||||||
| Income tax expense (2) |
276 | 269 | 95 | 102 | ||||||||||||
| Depreciation and amortization |
91 | 69 | 89 | 111 | ||||||||||||
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| EBITDA |
$ | 1,158 | $ | 1,106 | $ | 454 | $ | 506 | ||||||||
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Reconciliation of Pro Forma and Historical EBITDA for the Nine months ended September 30, 2026
| Nine Months Ended September 30, 2026 | ||||||||||||
| Historical | ||||||||||||
| (in millions) | Pro Forma | CVR Energy | Acquired Business (*) |
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| Net income |
$ | 1,032 | $ | 449 | $ | 768 | ||||||
| Interest expense, net |
261 | 105 | — | |||||||||
| Income tax expense |
331 | 122 | 269 | |||||||||
| Depreciation and amortization |
396 | 237 | 69 | |||||||||
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| EBITDA |
$ | 2,020 | $ | 913 | $ | 1,106 | ||||||
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| (*) | Adjusted for CVR Energy’s accounting policies. |
| (1) | Net income has been adjusted to reflect the accounting policy change to conform the Acquired Business’ accounting for turnaround costs to CVR Energy’s policy of capitalizing such costs, thereby reducing cost of revenue. |
| (2) | Income tax expense has been adjusted to reflect the tax effect of the accounting policy change to conform the Acquired Business’ accounting for turnaround costs to CVR Energy’s policy of capitalizing such costs. |
We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including but not limited to our operating performance as compared to other publicly traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods and our ability to incur and service debt and fund capital and turnaround expenditures. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures.
Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: statements regarding the pending acquisition of the Acquired Business including the anticipated benefits, synergies and cost savings of the Acquisition, and the expected financing and closing thereof; margin uplift; potential acquisitions; margin improvement; accretion in earnings per share of over 105% or at all; synergies; continued safe and reliable operations; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) conditions to the closing of the Acquisition, including the expiration or termination of the waiting period under the HSR Act and the
receipt of other required regulatory approvals; the Acquisition is not completed within the expected time frame, or anticipated benefits of the Acquisition are not realized; the intended permanent financing for the Acquisition is not consummated on favorable terms; occurrence of any event, change, or circumstance that could terminate the equity and asset purchase agreement; demand for fossil fuels and price volatility of crude oil, other feedstocks and refined products; the ability of the Company to pay or increase cash dividends and of CVR Partners to make cash distributions; potential operating hazards; costs of compliance with existing or new laws and regulations and potential liabilities arising therefrom; our controlling shareholder’s intention regarding ownership of our common stock or CVR Partners’ common units; general economic and business conditions; political disturbances, geopolitical instability and tensions; existing and future laws, rulings, policies and regulations, including the reinterpretation or amplification thereof by regulators, and including but not limited to those relating to the environment, climate change, and/or the production, transportation, or storage of hazardous chemicals, materials, or substances, like ammonia; political uncertainty and impacts to the oil and gas industry and the United States economy generally as a result of actions taken by the administration, including the imposition of tariffs or changes in climate or other energy laws, rules, regulations, or policies; impacts of plant outages; potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters; the health and economic effects of any pandemic, and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners, LP.
For further information, please contact:
Investor Relations:
Richard Roberts
CVR Energy, Inc.
(281) 207-3205
InvestorRelations@CVREnergy.com
Exhibit 99.2 PRELIMINARY DRAFT Acquisition of St. Paul Park and Mandan Refineries, Including Associated Marketing & Logistics Assets Third Quarter 2026 Earnings November 3, 2026
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations. Forward-looking statements are statements that are not statements of historical fact, including statements about beliefs, opinions and expectations. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of CVR Energy, Inc. (together with its subsidiaries, “CVI”, “CVR Energy”, “we”, “us” or the “Company”). The words and phrases “should,” “could,” “may,” “will,” “believe,” “plan,” “intend,” “expect,” “potential,” “possible,” “anticipate,” “estimate,” “forecast,” “view,” “efforts,” “goal,” and similar expressions identify forward-looking statements and express expectations about future events. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding any potential transaction (the “Potential Transaction”) with Marathon Petroleum Corporation and its affiliates (“Marathon”), pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. These forward-looking statements also include, but are not limited to, statements regarding impact of Renewable Fuel Standard on our business including, but not limited to, renewable volume obligations and potential reallocation thereof; Renewable Identification Number pricing and availability; small refinery exemptions (SREs) or other hardship relief to Company’s obligated-party subsidiaries or others; and the full or partial grant or denial of hardship relief to our obligated-party subsidiaries, including the impact of EPA rulings and past, current or potential challenges thereto and the impact thereof on our financial position, operations and cash flow. Certain operational, financial and market information contained in this presentation has been provided by or derived from information furnished by Marathon and from third-party sources, including industry publications, government agencies, market data providers, consultants and publicly available information. Such information includes, without limitation, historical operational and financial data for the St. Paul Park, Minnesota and Mandan, North Dakota refineries and associated marketing and logistics assets, capacity and throughput data, historical utilization rates, EBITDA and margin figures attributable to the target assets, infrastructure and logistics descriptions, and branded location counts. Neither CVR Energy nor its advisors have independently verified such information, and no representation or warranty, express or implied, is made as to its accuracy, completeness or reliability. Certain market data and industry forecasts referenced herein have been obtained from third-party sources believed to be reliable, including reports and publications from the Energy Information Administration (EIA), Bloomberg, Turner Mason & Company, Argus, OPIS and NYMEX. CVR Energy has not independently verified such market data or forecasts and makes no representation or warranty with respect thereto. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this presentation. Forward-looking statements are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to numerous risks and uncertainties. These include the expected timing and likelihood of completion of the Potential Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Potential Transaction that could reduce anticipated benefits or cause the parties to abandon the Potential Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement, including in circumstances that would require CVR Energy to pay a reverse termination fee pursuant to the purchase agreement, the possibility that competing offers or transaction proposals may be made, the risk of litigation relating to the proposed transaction, including resulting expense or delay, the possibility that the proposed transaction will not be completed in the expected timeframe or at all, the risk that the parties may not be able to satisfy the conditions to the Potential Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Potential Transaction, the risk that the Potential Transaction and its announcement could have an adverse effect on the ability of CVR Energy to retain customers and retain and hire key personnel and maintain relationships with suppliers, customers and others with whom CVR Energy conducts business and on its operating results and businesses generally, employee departures, the risk the pending Potential Transaction could distract management and incur substantial costs, the risk that problems may arise in successfully integrating the businesses or assets, which may result in the combined company not operating as effectively and efficiently as expected, certain restrictions during the pendency of the Potential Transaction that may impact CVR Energy’s ability to pursue certain business opportunities or strategic transactions, the risk that the combined company may be unable to achieve synergies and other strategic benefits or it may take longer than expected to achieve those synergies, and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond CVR Energy’s control, including those detailed in CVR Energy’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on the SEC’s website at www.sec.gov. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this presentation. Forward-looking statements are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or that the forward-looking events and circumstances will occur. Actual results may vary materially from those expressed or implied as a result of various factors, including, but not limited to, those set forth under “Risk Factors” in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any other filings with the Securities and Exchange Commission (“SEC”) by CVR Energy, Inc. or CVR Partners, LP. All such factors are difficult to predict and are beyond CVR Energy’s control. All forward-looking statements are based on assumptions that CVR believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and CVR undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Non-GAAP Financial Measures Certain financial information in this presentation (including EBITDA and Adjusted EBITDA) are not presentations made in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and use of such terms varies from others in the same industry. Non-GAAP financial measures should not be considered as alternatives to income from continuing operations, income from operations or any other performance measures derived in accordance with GAAP. Non-GAAP financial measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for results as reported under GAAP. This presentation includes a reconciliation of certain non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. Market and Industry Data The market and industry data included in this presentation is based on a variety of sources, including industry publications, government publications and other published sources, information from customers, distributors, suppliers, trade and business organizations and publicly available information (including reports and other information others file with the SEC, which we did not participate in preparing and as to which we make no representation), as well as our good faith estimates, which have been derived from management’s knowledge and experience. Estimates of market size and relative positions in a market are difficult to develop and inherently uncertain. Accordingly, investors should not place undue weight on the industry and market share data presented in or discussed during this presentation. 1
Transaction Overview Transaction Highlights A Asse sset t M Ma ap p SK • St. Paul Park, MN Refinery MB ON Acquired Assets • Mandan, ND Refinery Williston Basin • Access to up to 590 branded locations Clearbrook ND MT MN • $4.2bn purchase price, plus net working capital Mandan § Purchase price is subject to certain customary Consideration closing adjustments • Purchase price is to be paid 100% in cash to the SD St. Paul Park WI applicable Seller WY • $1.3bn of new equity • $2.5bn of new senior secured financing IA • Cash on hand NE Financing IN • Net working capital, payment of related fees and (1) refinancing of certain indebtedness funded at close IL through additional cash and/or ABL draw CO KS Pro Forma Company Highlights MO Coffeyville KY NM Cushing TN Up to 590 4 384 mbpd OK Branded Locations AR Wynnewood Complex Refineries Pro Forma Across the Upper Across PADD II Crude Capacity Midwest TX MS Minnesota Pipeline rd LA 3 Party Product rd 3 Party Crude th 4 Largest YTD PF >50% CFFO PADD II St. Paul Park Mandan EBITDA: and EPS Coffeyville Wynnewood Capacity: 105mbpd Capacity: 72mbpd Refiner (2) (3) Complexity: 8.3 Complexity: 6.9 Capacity: 132mbpd Capacity:74.5mbpd $2.0bn Accretion th (Currently 9 ) (4) (4) Complexity: 11.0 Complexity: 10.5 Source: Company filings and materials. 1. The existing Unsecured Notes due 2031 and 2034 will be secured on an equal and ratable basis with the new Secured Debt and the $183mm of outstanding Unsecured Notes due 2028 will be redeemed in full. 2. As of 9/30/2026. On a pro forma basis, EBITDA calculated as income (loss) before income taxes plus depreciation and amortization per the combined carve-out financial statements of the St. Paul Park and Mandan refining business plus CVI consolidated EBITDA per financial statements. 2 3. Based on management estimates. 4. Represents Company calculated metrics.
Key Investment Highlights A transformational acquisition that nearly doubles crude processing capacity, creating a more scaled, diversified and resilient business Key Investment Highlights Compelling • Unique opportunity to acquire high-quality, geographically advantaged assets from an established operator Acquisition in • Immediately value accretive with substantial upside, given forward market outlook (1) § Implied asset acquisition multiple of ~ 3.6x LTM EBITDA for the target Attractive Regions Transformative • Materially expands crude processing capacity from 207mbpd to 384mbpd Increase in Scale and • Adding new geographies including the Upper Midwest and Northern Great Plains regions Scope • Established wholesale marketing platform with up to 590 branded locations across the Upper Midwest and Northern Great Plains Integrated Marketing regions Platform Supports • Diversified distribution channels and blending capacity provide steady outlets for refinery production and reduce reliance on spot Stable, Diversified sales Earnings • Improves ability to manage volatile RIN compliance costs High-Quality, Well- • Complex refineries that have operated safely and reliably at high utilization (98% average 2023-2025) Maintained Assets • Ability to access and process cost advantaged feedstocks • Larger, more diversified asset base should support stronger through-the-cycle free cash flow generation, more sustainable capital Diversified Earnings returns and greater balance sheet flexibility Support Financial • Potential for meaningful SG&A, commercial and operational synergies Resilience § $70mm in estimated annual run-rate synergies by FY2028 Improved Strategic • Larger platform with greater strategic reach improves relative positioning for future growth and margin improvement, supported by Positioning a more diversified shareholder base 1. LTM EBITDA as of 9/30/2026. EBITDA calculated as income (loss) before income taxes plus depreciation and amortization per the combined carve-out financial statements of the St. Paul Park and Mandan refining business. 3
Transformative Increase in Scale Substantially larger enterprise with enhanced access to Northern PADD II regions U.S. Refining Landscape (mbpd) 2,986 2,515 2,809 1,714 1,023 678 384 302 219 207 (2) (3) (3) (3) Pro Forma Status Quo 983 (mbpd) 806 573 440 384 375 365 285 267 260 207 183 180 (2) (3) (3) (3) (3) (3) Pro Forma Status Quo Represents Status Quo MPC Source: Respective company’s public filings. 1. Represents crude oil throughput capacity as of latest annual company filing, unless footnoted as #3. Total refinery capacity reflects decrease in capacity from closures of Los Angeles and Benicia by Phillips 66 and Valero, respectively. Phillips 66 capacity includes full ownership of Borger and Wood River refineries. 2. Solid bar represents Pro Forma MPC refining capacity, excluding St. Paul Park and Mandan. Dotted bar represents Status Quo MPC refining capacity, including St. Paul Park and Mandan. 3. Represents total throughput capacity as of latest annual company filing. Company does not disclose crude capacity by region. 4 U.S. Independent Refiners by (1) U.S. Refiners by PADD II Capacity (1) Capacity
Compelling Global Market Outlook Compelling forward margin outlook, supported by continuing global supply dislocations and historically low inventory levels U.S. Gross Refining Margins Overview (1) (WTI 3-2-1 Crack Spread , $/bbl) Compelling forward margins supported by supply / demand imbalances generated by ongoing limitations on global refining capacity • Supply-demand fundamentals support a compelling margin environment: $60 U.S. gross refining margins are materially above five-year averages, while net exports have surged • In 2026, the Iran War and Ukrainian drone strikes on Russian refineries have $40 cut global refinery runs by over 5mmbpd, with Russia’s refining capacity reduced by as much as 60% over the summer • Outlook expected to remain compelling for at least the next 12–24 months $20 § Global conflicts are ongoing § Extended infrastructure repair and restart timeline expected once hostilities - cease Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec § Global inventory restocking required to rebuild historically low levels 2026 YTD 2025 5-Yr Average 5-Yr Range § Global light product demand remaining resilient (3) U.S. Net Exports Surged to a Record 6mmbpd U.S. Gasoline + Diesel Days of Supply (2) (U.S. Crude Oil and Refined Product Net Exports , million bpd) Days Current: 24.5 6.0 35 4.0 30 2.0 25 - (2.0) 20 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2026 YTD 2025 5-Yr Average 5-Yr Range 2026 YTD 2025 5-Yr Average 5-Yr Range Source: Wall Street Research, U.S. Energy Information Administration (EIA), WoodMackenzie, Data as of 10/16/2026. 1. U.S. Gulf Coast products minus WTI Cushing; weekly average. 2. Crude oil and petroleum products; four-week average. 5 3. Gasoline plus distillate inventories divided by four-week average product supplied.
PADD II Refining Landscape Continues to Benefit Strong PADD II margin environment reflects global dynamic (3) Overview Mid Con Gasoline Margin $/bbl • Large supply region with advantaged crude oil access $60 § Diversified regions with limited consolidation outside the top players § Proximity to the Bakken and Canada provides access to cost advantaged $40 feedstock supply (1) § WCS-WTI differential currently exceeds $35/bbl $20 • Tight product balances support Mid-Con fundamentals § Mid-Con days of supply down 11% (gasoline) and 15% (distillate) vs. U.S. (2) declines of 2% and 1% - (3) § Mid-Con crack averaged $46/bbl in 2026 YTD vs. $22/bbl in 2025 • Differentials and RIN costs remain key variables ($20) 10/23/21 10/23/22 10/23/23 10/23/24 10/23/25 10/23/26 § Widening light-heavy differentials support margins, though higher 2026 RIN prices partially offset stronger crack spreads; Maya Light – Heavy (4) differential currently exceeds $7/bbl (1) (3) WCS – WTI (Cushing) Mid Con Diesel Margin $/bbl $/bbl ($5) $125 ($15) $75 ($25) $25 ($35) ($45) ($25) 10/23/21 6/23/23 2/21/25 10/23/26 10/23/21 10/23/22 10/23/23 10/23/24 10/23/25 10/23/26 Source: U.S. Energy Information Administration (EIA), Bloomberg, Company filings, Wall Street Research. 1. WTI – WCS differential per Bloomberg, as of 10/23/2026. 2. Year-to-date 2026 average days of supply compared to year-to-date 2025 average. 3. Mid-Con 87 conventional gasoline and Mid-Con ULSD, each less WTI Midland; daily, as of 10/23/2026. 6 4. Maya Light – Heavy differential per Bloomberg, as of 10/23/2026.
Asset Overview | St. Paul Park Refinery St. Paul Park, MN 105 mbpd | 8.3 NCI 17% 101% ~72% ~25% ~80% Minnesota Pipeline Interest Avg. Crude Utilization Avg. Margin Capture Canadian Heavy Crude Clean Product Yield Supports Sourcing (1) (2023A – 2025A) (2023A – 2025A) Processed Canadian / Bakken Crude Product Charges & Yields Key Highlights Other One of only two refineries in Jet / Kerosene 3% Minnesota, primarily serving the 2% Minneapolis-St. Paul demand center Heavy ULSD Crude 30% 25% Gasoline Processes Canadian and Bakken 49% crude supplied via 17% Minnesota Pipeline interest and Clearbrook hub Light Crude position 72% LPG Asphalt 3% 14% Mississippi River access and high- value asphalt production Other 2% Source: Company filings and materials. Utilization and margin capture reflect 2023A – 2025A averages. 7 1. Average margin capture calculated as gross margin per barrel divided by Group 3 3-2-1 crack spread.
Asset Overview | Mandan Refinery Mandan, ND 72 mbpd | 6.9 NCI 93% ~83% 50% 96% ~93% Avg. Crude Utilization Avg. Margin Capture RFS SRE Received Bakken Light Crude Clean Product Yield (1) (2) 2023 – 2025 Processed (2023A – 2025A) (2023A – 2025A) Product Charges & Yields Key Highlights LPG Only refinery in North Dakota, serving Butanes Slurry 2% key demand centers across North 4% 2% Dakota and Minnesota Direct access to gathered Bakken crude via the High Plains Pipeline ULSD System Gasoline 38% 55% Light Crude Rail loading provides access to 96% premium U.S. gasoline, diesel and jet fuel regions Jet Fuel 3% Received partial (50%) SRE waivers 2023-2025 Source: Company filings and materials. Utilization and margin capture reflect 2023A – 2025A averages. 1. 2024A reflects Mandan major turnaround. 8 2. Average margin capture calculated as gross margin per barrel divided by Group 3 3-2-1 crack spread.
Integrated Marketing and Logistics Platform Up to 590 150 mbpd 14% 17% Branded locations across Avg. gasoline and diesel volumes Branded share of volumes Interest in the Minnesota Pipeline (1) (2) MN, ND, WI, SD and IA (2023A – 2025A) (2023A – 2025A avg.) Marketing: Branded Network Logistics: Crude In-to-Product Out Product Crude Supply Storage Placement 127 353 Minnesota Pipeline St. Paul Park: 94 Magellan open-stock 59 32 (17%) – Canadian tanks / 3.0 mmbbls system and Bakken crude capacity 14 Clearbrook hub Mandan: 59 tanks / North Products position 3.0 mmbbls capacity System High Plains Pipeline Cottage Grove: 984 Truck racks at both – direct gathered mbbls crude refineries Bakken crude capacity 122 9 288 110 10 Rail loading at both Diversified route-to-market across branded retail, unbranded wholesale and Mississippi River Clearbrook: 2 tanks / refineries; seasonal commercial channels; top 25 customers contribute 75% of marketing EBITDA barge access 600 mbbls capacity river dock Integrated Platform Supports Advantaged Crude Sourcing and Flexible, Premium Product Placement Source: Company filings and materials. Note: Storage capacities preliminary and subject to confirmation. 1. Site count as of May 31, 2026. 9 2. Gasoline and diesel volumes; FY2023A – FY2025A average.
rd 3 Quarter Earnings Updates Third Quarter Highlights Three Months Ended $ in Millions (unless otherwise noted) September 30, 2026 Consolidated Net Income (Attributable To CVR Energy) $570 Adjusted EBITDA $582 UAN Distributions to CVR Energy $7 Petroleum Segment Net Income $746 Adjusted EBITDA $565 Total Throughput (bpd) 227,637 Adjusted Refining Margin ($ / throughput bbl) $34.97 Nitrogen Fertilizer Segment Net (Loss) Income ($11) Adj. EBITDA $20 Ammonia Utilization Rate (%) 80% Consolidated Balance Sheet Cash and Cash Equivalents $1,278 Debt and Finance Lease Obligations $1,781 Nitrogen Fertilizer Debt and Finance Lease $569 10
Questions & Answers Integrated Marketing Platform Compelling Acquisition in Transformative Increase in Scale Supports Stable, Diversified Attractive Regions and Scope Earnings High-Quality, Well-Maintained Diversified Earnings Support Improved Strategic Assets Financial Resilience Positioning 11
Non-GAAP Reconciliation CVR Energy Adjusted EBITDA Reconciliation To Net Income $800 (79) $700 222 (155) (87) $600 1 582 570 $500 459 $400 $300 $200 209 $100 $0 2Q 2026 Adj. EBITDA Petroleum Nitrogen Fertilizer Corporate & Other 3Q 2026 Adj. EBITDA RFS, Derivatives & D&A Interest, Taxes & NCI3Q 2026 Net Income (1) Inventory 1. Changes in the RFS liability include adjustments to reflect the August 2026 SRE Decision and the August 2025 SRE Decision in the amount of $253 million and $488 million for the three and nine months ended September 30, 2026 and 2025, respectively, as well as the revaluation of the RVO. 12
Non-GAAP Reconciliation Nine Months Ended $ in Millions September 30, 2026 Target Assets Before Target Assets as 9/30/2026 YTD EBITDA Reconciliation Reclassification CVR Pro Forma Total Reclassification Reclassified (1) Net Income $697 $71 $768 $449 $1,032 (+) Interest Expense - - - 105 261 (2) (+) Income Tax 246 23 269 122 331 (+) Depreciation and Amortization 69 - 69 237 396 YTD PF EBITDA $1,012 $94 $1,106 $913 $2,020 Twelve Months Ended $ in Millions September 30, 2026 Target Assets Before Target Assets as 9/30/2026 LTM EBITDA Reconciliation Reclassification CVR Pro Forma Total Reclassification Reclassified (1) Net Income $719 $72 $791 $333 $1,124 (+) Interest Expense - - - 134 134 (2) (+) Income Tax 253 23 276 115 391 (+) Depreciation and Amortization 91 - 91 382 473 LTM PF EBITDA $1,063 $95 $1,158 $964 $2,122 1. Net income has been adjusted to reflect the accounting policy change to conform the Acquired Business’ accounting for turnaround costs to CVR Energy’s policy of capitalizing such costs, thereby reducing cost of revenue. 2. Income tax expense has been adjusted to reflect the tax effect of the accounting policy change to conform the Acquired Business’ accounting for turnaround costs to CVR Energy’s policy of 13 capitalizing such costs.