Form 8-K

8-K — CVR ENERGY INC

Accession: 0001376139-26-000038

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001376139

SIC: 2911 (PETROLEUM REFINING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cvi-20260729.htm (Primary)

EX-99.1 (exhibit991-cviq22026earnin.htm)

GRAPHIC (cvilogoa09a.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cvi-20260729.htm · Sequence: 1

cvi-20260729

0001376139false00013761392026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): July 29, 2026

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-33492 61-1512186

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 29, 2026, CVR Energy, Inc. (the “Company”) issued a press release announcing information regarding its results of operations and financial condition for the three months ended June 30, 2026, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report (including Exhibit 99.1) is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company or its affiliates.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being “furnished” as part of this Current Report on Form 8-K:

Exhibit

Number

Exhibit Description

99.1

Press Release dated July 29, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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: July 29, 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

EX-99.1

Filename: exhibit991-cviq22026earnin.htm · Sequence: 2

Document

Exhibit 99.1

CVR Energy Reports Second Quarter 2026 Results

•Second quarter 2026 net loss attributable to CVR Energy stockholders of $3 million; Adjusted EBITDA of $209 million

•Declared cash dividend of 10 cents for the second quarter 2026

•CVR Partners, LP (“CVR Partners”) announced a second quarter 2026 cash distribution of $6.08 per common unit

SUGAR LAND, Texas (July 29, 2026) – CVR Energy, Inc. (“CVR Energy” or the “Company”) (NYSE: CVI) today announced its second quarter 2026 results including a net loss attributable to CVR Energy stockholders of $3 million, or 3 cents per diluted share, and an adjusted earnings per diluted share of 34 cents, compared to net loss attributable to CVR Energy stockholders of $114 million, or $1.14 per diluted share, and an adjusted loss per diluted share of 23 cents for the second quarter of 2025. Net income for the second quarter of 2026 was $46 million compared to net loss of $90 million for the second quarter of 2025. Adjusted EBITDA for the second quarter of 2026 was $209 million, compared to adjusted EBITDA of $99 million for the second quarter of 2025.

“CVR Energy posted another quarter of strong operating results across our system, with crude utilization of 98 percent and ammonia plant utilization of 99 percent,” said Dane Neumann, CVR Energy’s Chief Executive Officer. “The ongoing global conflicts have created tightness across energy and fertilizer markets. We continue to believe our assets are well-positioned to benefit from these market conditions and are pleased to announce a cash dividend of 10 cents per share for the second quarter. Looking ahead, we remain laser focused on pursuing accretive growth and believe current market conditions could support these efforts, as well as opportunities to reduce leverage and add value for our shareholders.

“With solid results for the quarter, CVR Partners declared a distribution of $6.08 per common unit,” Neumann continued. “The planned turnaround at the East Dubuque fertilizer facility is expected to begin in August, during which we plan to complete the brownfield ammonia expansion that is expected to increase production capacity by approximately 5%.”

Segment Highlights

Below are financial and operational highlights of each of the Company’s reportable segments:

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Petroleum Segment

Petroleum net (loss) income (in millions)

$ 12 $ (137) $ (182) $ (297)

Petroleum EBITDA* (in millions)

58 (84) (81) (202)

Petroleum Adjusted EBITDA* (in millions)

106 38 56 7

Total throughput barrels per day 212,965 172,149 213,613 146,406

Refining margin* ($ per throughput barrel)

$ 9.94 $ 2.21 $ 5.04 $ 1.14

Adjusted refining margin* ($ per throughput barrel)

12.43 9.95 8.59 9.04

Direct operating expenses* ($ per throughput barrel)

5.93 6.45 6.02 7.32

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Nitrogen Fertilizer Segment

Nitrogen Fertilizer net income (in millions)

$ 78 $ 39 $ 127 $ 66

Nitrogen Fertilizer EBITDA and Adjusted EBITDA* (in millions)

107 67 185 120

Ammonia utilization rate (percent of capacity utilization)

99 % 91 % 101 % 96 %

Ammonia sales volumes (thousands of tons)

54 57 127 117

UAN sales volumes (thousands of tons)

333 345 643 681

Ammonia pricing at gate ($ per ton)

$ 791 $ 593 $ 731 $ 573

UAN pricing at gate ($ per ton)

392 317 368 287

*See “Non-GAAP Reconciliations” section below.

Corporate and Other

The Company reported an income tax expense of $10 million, or 17.8 percent of income before income taxes, for the three months ended June 30, 2026, compared to an income tax benefit of $42 million, or 31.7 percent of loss before income taxes, for the three months ended June 30, 2025. The change in income tax benefit was primarily due to an increase in overall pretax earnings while the change in effective tax rate was primarily caused by changes in pretax earnings attributable to noncontrolling interests and the impact of state tax credits relative to overall pretax earnings.

Cash, Debt and Dividend

Consolidated cash and cash equivalents were $737 million at June 30, 2026. Consolidated total debt and finance lease obligations were $1.8 billion at June 30, 2026, including $570 million held by the Nitrogen Fertilizer Segment.

CVR Energy announced a second quarter 2026 cash dividend of 10 cents per share. The dividend, as declared by CVR Energy’s Board of Directors, will be paid on August 17, 2026, to stockholders of record as of August 10, 2026.

CVR Partners announced that the Board of Directors of its general partner declared a second quarter 2026 cash distribution of $6.08 per common unit, which will be paid on August 17, 2026, to common unitholders of record as of August 10, 2026.

Second Quarter 2026 Earnings Conference Call

CVR Energy previously announced that it will host its second quarter 2026 Earnings Conference Call on Thursday, July 30, at 1 p.m. Eastern. The Earnings Conference Call may also include discussion of Company developments, forward-looking information and other material information about business and financial matters.

The second 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.

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: the information provided under the section titled “Q3 2026 Outlook” herein; continued safe and reliable operations; drivers of our results; impacts of planned and unplanned downtime and turnarounds on our results; asset utilization, capture, production volume, throughput, product yield and crude oil gathering rates, including the factors impacting same; crack spreads and the impacts thereof on our results; prospects for the refining industry; impact of costs to comply with the Renewable Fuel Standard (“RFS”) and revaluation of our RFS liability; ability to secure RFS waivers; ability to achieve growth, accretive or otherwise,

reduce leverage or add shareholder value; reportable segments; supply and demand trends; refining supply additions; RIN and product pricing; global fertilizer industry conditions; production levels and utilization at our nitrogen fertilizer facilities; nitrogen fertilizer sales volumes; dividends and distributions, including the timing, payment and amount (if any) thereof and any potential increase to future dividends; direct operating expenses, capital expenditures, depreciation and amortization, including the impacts thereof on our results; increase in value of our assets; timing of determinations and other interactions with, and submissions to, regulatory authorities and agencies; 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) 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 business, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners.

Investors and others should note that CVR Energy may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations page of its website. CVR Energy may use these channels to distribute material information about the Company and to communicate important information about the Company, corporate initiatives and other matters. Information that CVR Energy posts on its website could be deemed material; therefore, CVR Energy encourages investors, the media, its customers, business partners and others interested in the Company to review the information posted on its website.

Contact Information:

Investor Relations

Richard Roberts

(281) 207-3205

InvestorRelations@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.

The following are non-GAAP measures we present for the periods ended June 30, 2026 and 2025:

EBITDA - Consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

Petroleum EBITDA and Nitrogen Fertilizer EBITDA - Segment net income (loss) before segment (i) interest expense, net, (ii) income tax expense (benefit), and (iii) depreciation and amortization.

Refining Margin - The difference between our Petroleum Segment net sales and cost of materials and other.

Adjusted Refining Margin - Refining Margin adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

Refining Margin and Adjusted Refining Margin, per Throughput Barrel - Refining Margin and Adjusted Refining Margin divided by the total throughput barrels during the period, which is calculated as total throughput barrels per day times the number of days in the period.

Direct Operating Expenses per Throughput Barrel - Direct operating expenses for our Petroleum Segment divided by total throughput barrels for the period, which is calculated as total throughput barrels per day times the number of days in the period.

Adjusted EBITDA, Petroleum Adjusted EBITDA, and Nitrogen Fertilizer Adjusted EBITDA - EBITDA, Petroleum EBITDA, and Nitrogen Fertilizer EBITDA adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

Adjusted Earnings (Loss) per Share - Earnings (loss) per share adjusted for certain significant non-cash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

Free Cash Flow - Net cash provided by (used in) operating activities less capital expenditures and capitalized turnaround expenditures.

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 U.S. 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 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. See “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

Factors Affecting Comparability of Our Financial Results

Our results of operations for the periods presented may not be comparable with prior periods or to our results of operations in the future for the reasons discussed below.

Petroleum Segment

Major Scheduled Turnaround Activities - Total capitalized turnaround expenditures as part of planned turnarounds were $1 million and $24 million during the three months ended June 30, 2026 and 2025, respectively, and $1 million and $190 million during the six months ended June 30, 2026 and 2025, respectively.

CVR Energy, Inc.

(all information in this release is unaudited)

Consolidated Statement of Operations Data

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions, except per share data) 2026 2025 2026 2025

Net sales $ 2,738 $ 1,761 $ 4,718 $ 3,407

Operating costs and expenses:

Cost of materials and other 2,370 1,582 4,195 3,099

Direct operating expenses (exclusive of depreciation and amortization) 174 169 355 324

Depreciation and amortization 77 76 155 142

Cost of sales 2,621 1,827 4,705 3,565

Selling, general and administrative expenses (exclusive of depreciation and amortization) 34 36 73 73

Depreciation and amortization 3 2 4 4

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

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

Other (expense) income:

Interest expense, net (25) (30) (83) (55)

Other income, net 3 1 17 4

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

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

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

Less: Net income attributable to noncontrolling interest 49 24 81 42

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

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

Dividends declared per share 0.10 — 0.10 —

Adjusted earnings (loss) per share *

$ 0.34 $ (0.23) $ (0.91) $ (0.81)

EBITDA * 161 (24) 109 (85)

Adjusted EBITDA * 209 99 246 122

Weighted-average common shares outstanding - basic and diluted 100.5 100.5 100.5 100.5

*See “Non-GAAP Reconciliations” section below.

Selected Consolidated Balance Sheet Data

(in millions) June 30, 2026 December 31, 2025

Cash and cash equivalents

$ 737 $ 511

Working capital (inclusive of cash and cash equivalents) 506 561

Total assets

4,079 3,706

Total debt and finance lease obligations, including current portion

1,783 1,765

Total liabilities

3,335 2,808

Total CVR stockholders’ equity

525 730

Selected Consolidated Cash Flow Data

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions) 2026 2025 2026 2025

Net cash provided by (used in):

Operating activities

$ 307 $ 176 $ 371 $ (19)

Investing activities

(43) (185) (86) (267)

Financing activities

(39) (90) (59) (105)

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 225 $ (99) $ 226 $ (391)

Free cash flow * $ 264 $ (12) $ 285 $ (297)

* See “Non-GAAP Reconciliations” section below.

Selected Segment Data

Three Months Ended June 30,

2026 2025

(in millions)

Petroleum Nitrogen Fertilizer Consolidated Petroleum Nitrogen Fertilizer Consolidated

Net sales $ 2,540 $ 202 $ 2,738 $ 1,561 $ 169 $ 1,761

Operating income (loss) 5 85 78 (133) 46 (103)

Net income (loss) 12 78 46 (137) 39 (90)

EBITDA * 58 107 161 (84) 67 (24)

Capital expenditures (1)

Maintenance $ 23 $ 12 $ 35 $ 14 $ 6 $ 21

Growth 6 5 11 9 4 15

Total capital expenditures $ 29 $ 17 $ 46 $ 23 $ 10 $ 36

Six Months Ended June 30,

2026 2025

(in millions)

Petroleum Nitrogen Fertilizer Consolidated Petroleum Nitrogen Fertilizer Consolidated

Net sales $ 4,344 $ 382 $ 4,718 $ 3,038 $ 311 $ 3,407

Operating (loss) income (188) 142 (67) (295) 81 (235)

Net income (loss) (182) 127 (114) (297) 66 (195)

EBITDA * (81) 185 109 (202) 120 (85)

Capital expenditures (1)

Maintenance $ 42 $ 20 $ 63 $ 55 $ 10 $ 66

Growth 16 11 27 17 6 26

Total capital expenditures $ 58 $ 31 $ 90 $ 72 $ 16 $ 92

* See “Non-GAAP Reconciliations” section below.

(1)Capital expenditures are shown exclusive of capitalized turnaround expenditures.

June 30, 2026 December 31, 2025

(in millions) Petroleum Nitrogen Fertilizer Consolidated Petroleum Nitrogen Fertilizer Consolidated

Cash and cash equivalents (1)

$ 482 $ 137 $ 737 $ 253 $ 69 $ 511

Total assets 3,260 1,057 4,079 2,987 969 3,706

Total debt and finance lease obligations, including current portion (2)

37 570 1,783 195 570 1,765

(1)Corporate cash and cash equivalents consisted of $114 million and $180 million at June 30, 2026 and December 31, 2025, respectively.

(2)Corporate total debt and finance lease obligations, including current portion consisted of $1.2 billion and $1.0 billion at June 30, 2026 and December 31, 2025, respectively.

Petroleum Segment

Refining Throughput and Production Data by Refinery

Throughput Data Three Months Ended

June 30, Six Months Ended

June 30,

(in bpd) 2026 2025 2026 2025

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

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

Canadian 19,475 581 18,436 610

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

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

Production Data Three Months Ended

June 30, Six Months Ended

June 30,

(in bpd) 2026 2025 2026 2025

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

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

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

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

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

Crude utilization (1)

98.4 % 76.9 % 97.6 % 64.9 %

Distillate yield (as % of crude throughput) (2)

45.4 % 44.4 % 44.6 % 43.2 %

Light product yield (as % of crude throughput) (3)

96.2 % 99.2 % 97.8 % 97.7 %

Liquid volume yield (as % of total throughput) (4)

96.2 % 96.1 % 96.1 % 95.9 %

(1)Total Gathered crude, Other domestic, and Canadian throughput (collectively, “Total Crude Throughput”) divided by consolidated crude oil throughput capacity of 206,500 bpd.

(2)Total Distillate divided by Total Crude Throughput.

(3)Total Gasoline and Distillate divided by Total Crude Throughput.

(4)Total Gasoline, Distillate, and Other liquid products divided by total throughput.

Key Market Indicators

Three Months Ended

June 30, Six Months Ended

June 30,

(dollars per barrel) 2026 2025 2026 2025

West Texas Intermediate (WTI) NYMEX $ 92.70 $ 63.74 $ 82.77 $ 67.52

Crude Oil Differentials to WTI:

Brent 3.98 2.97 4.83 3.29

WCS (heavy sour) (14.21) (9.43) (14.06) (10.92)

Midland Cushing 1.91 0.74 1.50 0.92

NYMEX Crack Spreads:

Gasoline 44.20 24.76 33.45 20.86

Heating Oil 64.47 26.99 57.87 27.71

NYMEX 2-1-1 Crack Spread 54.34 25.87 45.66 24.29

PADD II Group 3 Product Basis:

Gasoline (9.97) (3.58) (11.80) (3.20)

Ultra-Low Sulfur Diesel (8.88) (0.12) (12.84) (3.60)

PADD II Group 3 Product Crack Spread:

Gasoline 34.23 21.18 21.65 17.66

Ultra-Low Sulfur Diesel 55.59 26.87 45.03 24.11

PADD II Group 3 2-1-1 44.91 24.02 33.34 20.89

Nitrogen Fertilizer Segment

Production Data

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Consolidated production volume (thousands of tons):

Ammonia—gross produced (1)

214 197 434 413

Ammonia—net available for sale (1)

64 54 134 117

UAN 342 321 678 668

Feedstock:

Petroleum coke used in production (thousands of tons)

136 130 274 261

Petroleum coke used in production (dollars per ton)

$ 44.94 $ 56.68 $ 39.39 $ 49.54

Natural gas used in production (thousands of MMBtus) (2)

2,014 1,897 4,129 4,057

Natural gas used in production (dollars per MMBtu) (2)

$ 2.84 $ 3.29 $ 4.15 $ 4.00

(1)Gross tons produced for ammonia represent total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represent ammonia available for sale that was not upgraded into other fertilizer products.

(2)The feedstock natural gas shown above does not include natural gas used for fuel. The cost of fuel natural gas is included in direct operating expense.

Key Market Indicators

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Ammonia — Southern plains (dollars per ton)

$ 868 $ 576 $ 802 $ 569

Ammonia — Corn belt (dollars per ton)

936 630 857 624

UAN — Corn belt (dollars per ton)

534 403 475 364

Natural gas NYMEX (dollars per MMBtu)

$ 2.94 $ 3.51 $ 3.83 $ 3.69

Q3 2026 Outlook

The table below summarizes our outlook for certain operational statistics and financial information for the third quarter of 2026. See “Forward-Looking Statements” above.

Q3 2026

Low High

Petroleum Segment

Total throughput (bpd)

205,000 220,000

Crude utilization (1)

95 % 100 %

Direct operating expenses (in millions) (2)

$ 110 $ 120

Nitrogen Fertilizer Segment

Ammonia utilization rate 75 % 80 %

Direct operating expenses (in millions) (2)

$ 57 $ 62

Capital Expenditures (in millions) (3)

Petroleum Segment $ 41 $ 50

Nitrogen Fertilizer Segment 40 49

Other 4 6

Total capital expenditures $ 85 $ 105

(1)Represents crude oil throughput divided by consolidated crude oil throughput capacity of 206,500 bpd.

(2)Direct operating expenses are shown exclusive of depreciation and amortization, turnaround expenses, and inventory valuation impacts.

(3)Turnaround and capital expenditures are disclosed on an accrual basis.

Non-GAAP Reconciliations

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions) 2026 2025 2026 2025

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

Interest expense, net 25 30 83 55

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

Depreciation and amortization 80 78 159 146

EBITDA 161 (24) 109 (85)

Adjustments:

Changes in RFS obligation, unfavorable

73 89 124 200

Unrealized (gain) loss on derivatives, net

(6) 2 151 (1)

Inventory valuation impacts, (favorable) unfavorable

(19) 32 (138) 8

Adjusted EBITDA $ 209 $ 99 $ 246 $ 122

Reconciliation of Basic and Diluted Loss per Share to Adjusted Earnings (Loss) per Share

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

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

Adjustments: (1)

Changes in RFS obligation, unfavorable

0.55 0.65 0.93 1.50

Unrealized (gain) loss on derivatives, net

(0.04) 0.02 1.14 (0.01)

Inventory valuation impacts, (favorable) unfavorable

(0.14) 0.24 (1.04) 0.06

Adjusted earnings (loss) per share $ 0.34 $ (0.23) $ (0.91) $ (0.81)

(1)Amounts are shown after-tax, using the Company’s marginal tax rate, and are presented on a per share basis using the weighted average shares outstanding for each period.

Reconciliation of Net Cash Provided By (Used In) Operating Activities to Free Cash Flow

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions) 2026 2025 2026 2025

Net cash provided by (used in) operating activities $ 307 $ 176 $ 371 $ (19)

Less:

Capital expenditures (43) (41) (90) (92)

Capitalized turnaround expenditures (1) (148) (1) (191)

Return of equity method investment 1 1 5 5

Free cash flow $ 264 $ (12) $ 285 $ (297)

Reconciliation of Petroleum Segment Net Income (Loss) to EBITDA and Adjusted EBITDA

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions) 2026 2025 2026 2025

Petroleum net income (loss) $ 12 $ (137) $ (182) $ (297)

Interest expense (income), net (3) 5 (1) 5

Depreciation and amortization 49 48 102 90

Petroleum EBITDA 58 (84) (81) (202)

Adjustments:

Changes in RFS obligation, unfavorable

73 89 124 200

Unrealized (gain) loss on derivatives, net

(6) 2 151 (1)

Inventory valuation impacts, (favorable) unfavorable (1)

(19) 31 (138) 10

Petroleum Adjusted EBITDA $ 106 $ 38 $ 56 $ 7

Reconciliation of Petroleum Segment Gross Profit (Loss) to Refining Margin and Adjusted Refining Margin

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions) 2026 2025 2026 2025

Net sales $ 2,540 $ 1,561 $ 4,344 $ 3,038

Less:

Cost of materials and other (2,347) (1,526) (4,149) (3,008)

Direct operating expenses (exclusive of depreciation and amortization) (116) (102) (233) (193)

Depreciation and amortization (49) (48) (102) (90)

Gross profit (loss) 28 (115) (140) (253)

Add:

Direct operating expenses (exclusive of depreciation and amortization) 116 102 233 193

Depreciation and amortization 49 48 102 90

Refining margin 193 35 195 30

Adjustments:

Changes in RFS obligation, unfavorable

73 89 124 200

Unrealized (gain) loss on derivatives, net

(6) 2 151 (1)

Inventory valuation impacts, (favorable) unfavorable (1)

(19) 31 (138) 10

Adjusted refining margin

$ 241 $ 157 $ 332 $ 239

Total throughput barrels per day 212,965 172,149 213,613 146,406

Days in the period 91 91 181 181

Total throughput barrels 19,379,847 15,665,597 38,663,976 26,499,565

Refining margin per total throughput barrel $ 9.94 $ 2.21 $ 5.04 $ 1.14

Adjusted refining margin per total throughput barrel 12.43 9.95 8.59 9.04

Direct operating expenses per total throughput barrel 5.93 6.45 6.02 7.32

(1)The Petroleum Segment’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. The inventory valuation impact is calculated based upon inventory values at the beginning of the accounting period and at the end of the accounting period.

Reconciliation of Nitrogen Fertilizer Segment Net Income to EBITDA and Adjusted EBITDA

Three Months Ended

June 30, Six Months Ended

June 30,

(in millions) 2026 2025 2026 2025

Nitrogen Fertilizer net income $ 78 $ 39 $ 127 $ 66

Interest expense, net 7 7 16 15

Depreciation and amortization 22 21 42 39

Nitrogen Fertilizer EBITDA and Adjusted EBITDA $ 107 $ 67 $ 185 $ 120

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Cover

Jul. 29, 2026

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2277 Plaza Drive, Suite 500

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Sugar Land

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