NYSEEnergyOil & Gas Refining & MarketingS&P SmallCap 600
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Close of Nov 06, 2026 · end-of-day data
CVI 8-K filings, explained
Every material Form 8-K CVR Energy has filed with the SEC since December 12, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
CVR Energy agreed to sell 10,515,248 common shares at $47.55 each, with net proceeds of about $490.0 million before offering expenses, closing November 5, 2026. The company plans to use the proceeds with cash on hand and other financing to fund its acquisition of the St. Paul Park and Mandan refineries from Marathon Petroleum subsidiaries, redeem its 5.750% Senior Notes due 2028, and pay related fees.
Offering: 10,515,248 shares at $47.55 per share, with a 30-day option for up to 1,577,287 additional shares
Net proceeds of approximately $490.0 million; offering closed November 5, 2026
Proceeds to fund the St. Paul Park and Mandan refinery acquisition and redeem 2028 Notes; if the acquisition does not close, proceeds go to general corporate purposes
Selling stockholder IEP Energy Holding LLC is not included in the priced offering; the company receives no proceeds from its shares
CVR Energy filed exhibits with historical financial statements of the Marathon refineries it has agreed to acquire, plus unaudited pro forma combined information. The deal has not closed and still requires regulatory approvals, so the filing shows what the assets reported but does not change CVR's results. For shareholders, it gives the first detailed look at the business being bought.
The target business, Marathon's Saint Paul Park, Minnesota and Mandan, North Dakota refineries, reported 2025 total revenues and other income of $7.7 billion, up from $7.8 billion in 2024? No: 2025 was $7,738 million versus $7,779 million i
The target reported 2025 net income of $289 million, compared with a net loss of $27 million in 2024.
The two refineries have a combined crude oil refining capacity of approximately 177,000 barrels per calendar day.
The acquisition has not been completed and remains subject to closing conditions, including required regulatory approvals; the filing states no assurance it will close on the contemplated terms or at all.
CVR Energy reported third quarter 2026 net income attributable to stockholders of $570 million, or $5.67 per diluted share, up from $374 million, or $3.72, a year earlier, and adjusted EBITDA of $582 million versus $180 million. The company also announced a definitive agreement to acquire Marathon Petroleum's St. Paul Park and Mandan refineries and related marketing business, which it said it hopes to close by the end of the year.
Q3 2026 adjusted earnings per diluted share were $4.00, compared with $0.40 in Q3 2025.
An EPA waiver for Wynnewood Refining Company removed a $253 million liability from the balance sheet.
The Nitrogen Fertilizer segment posted a net loss of $11 million in Q3 2026, compared with net income of $43 million a year earlier.
The Board declared a 10-cent quarterly dividend, payable November 23, 2026, to holders of record as of November 16, 2026.
CVR Energy agreed on November 2, 2026 to acquire the St. Paul Park and Mandan refineries and related marketing and logistics assets from subsidiaries of Marathon Petroleum for a base cash price of $4.2 billion, plus working capital adjustments. The deal is funded by $2.5 billion of secured debt, an $800 million equity investment from Trafigura, a $500 million equity commitment from the controlling shareholder, and cash on hand, and the company expects it to close by the end of 2026, subject to antitrust and other conditions. The company says the acquisition would raise pro forma nine-month EBITDA from about $900 million to $2.0 billion, but the deal adds significant debt and new preferred share issuance for existing holders.
Base cash price of $4.2 billion for the St. Paul Park refinery (105,000 barrels per day), the Mandan refinery (72,000 barrels per day) and marketing business
Financing includes $2.5 billion of secured debt, $800 million from Trafigura for about 14,989,695 Series A-1 non-voting preferred shares at $53.37 per share, and a $500 million controlling shareholder equity commitment
Company-stated pro forma nine-month 2026 EBITDA of about $2.0 billion versus about $900 million stand-alone, and EPS of $7.67 versus $3.73
Closing expected by end of 2026; reverse termination fees of up to $252 million may apply in specified circumstances
CVR Energy reported second quarter 2026 net loss attributable to stockholders of $3 million, or 3 cents per diluted share, down from a $114 million loss a year earlier. Adjusted earnings per diluted share were 34 cents, compared with an adjusted loss of 23 cents in the second quarter of 2025, and net sales rose to $2.7 billion from $1.8 billion. The company also declared a 10-cent quarterly dividend and gave a third quarter 2026 outlook.
Net sales were $2.7 billion, up from $1.8 billion in the second quarter of 2025.
Net loss attributable to CVR Energy stockholders was $3 million, or 3 cents per diluted share, versus $114 million, or $1.14 per share, a year earlier.
Adjusted EBITDA was $209 million, compared with $99 million in the second quarter of 2025.
The 10-cent dividend is payable August 17, 2026, to stockholders of record as of August 10, 2026.
CVR Energy's president and chief executive, Mark Pytosh, stepped down from the company and its board effective June 18, 2026, and Dane Neumann, the former chief financial officer, was appointed to those roles. Richard Roberts was named interim chief financial officer, so both top executive and finance posts changed at once. The filing sets out Pytosh's separation payment and new compensation terms for Neumann, which shareholders can review in the exhibits.
Mark Pytosh's separation agreement provides a $3 million payment, with $1.5 million due within 15 days after the release becomes effective and $1.5 million due 15 days after the nine-month anniversary of that date.
Dane Neumann's employment agreement sets an annual base salary of $800,000 and a target annual bonus of 150% of base salary.
Neumann received a one-time grant of 27,372 performance share units that vest only upon consummation of a Significant Transaction.
Richard Roberts was appointed interim chief financial officer effective June 18, 2026.
CVR Energy reported a first quarter 2026 net loss attributable to stockholders of $192 million, or $1.91 per diluted share, up from a $123 million loss a year earlier, while net sales rose to $1.98 billion and adjusted EBITDA rose to $37 million. The company also declared a 10-cent quarterly dividend and said NYMEX crack spread swap sales it made in the quarter carry $447 million of locked-in value expected to be realized through 2027.
Net loss attributable to CVR Energy stockholders was $192 million, or $1.91 per diluted share, versus $123 million, or $1.22 per share, in the first quarter of 2025.
Net sales were $1,980 million versus $1,646 million, and adjusted EBITDA was $37 million versus $24 million.
The net loss includes $158 million in unrealized derivative losses; the company cites $447 million of locked-in value from swap sales, expected to be realized through 2027.
The 10-cent cash dividend is payable May 18, 2026, to stockholders of record as of May 11, 2026.
CVR Energy reported a fourth-quarter 2025 net loss attributable to stockholders of $110 million, or $1.10 per diluted share, compared with net income of $28 million a year earlier. For full-year 2025, net income attributable to stockholders was $27 million, up from $7 million in 2024, but full-year net sales fell to $7.16 billion from $7.61 billion.
Q4 2025 net loss attributable to stockholders of $110 million, or $1.10 per diluted share, versus net income of $28 million, or 28 cents per share, in Q4 2024
Q4 2025 net loss included $62 million of accelerated depreciation tied to the December 2025 reversion of the Wynnewood Refinery Renewable Diesel Unit to hydrocarbon processing
Full-year 2025 net income attributable to stockholders of $27 million, or 27 cents per share, versus $7 million, or 6 cents, in 2024; full-year net sales were $7.16 billion versus $7.61 billion
Cash and cash equivalents were $511 million at December 31, 2025; the company prepaid $75 million of Term Loan principal in December 2025
On February 12, 2026, CVR Energy issued $600 million of 7.500% senior notes due 2031 and $400 million of 7.875% senior notes due 2034 in a private offering. The company also amended its senior secured asset-based revolving credit facility, extending its maturity from June 2027 to February 2031 and raising commitments from $345 million to $550 million. The new notes add $1 billion of debt for shareholders to weigh against the larger borrowing capacity.
$600 million of 7.500% senior notes due February 15, 2031, and $400 million of 7.875% senior notes due February 15, 2034
Credit facility maturity extended from June 2027 to February 2031; commitments raised from $345 million to $550 million, with possible increase to $700 million
Notes are senior unsecured and guaranteed by most existing domestic subsidiaries; interest is payable semi-annually starting August 15, 2026
Holders may require repurchase at 101% of principal upon a change of control triggering event
CVR Energy preliminarily estimated a fourth-quarter 2025 net loss attributable to stockholders of $105 million to $120 million, driven by accelerated depreciation at Wynnewood and reduced fertilizer volumes at Coffeyville. For full-year 2025, it estimated net income attributable to stockholders of $17 million to $32 million. The figures are unaudited and subject to year-end closing and audit.
Q4 2025 net loss attributable to CVR Energy stockholders estimated at $105 million to $120 million
Full-year 2025 net income attributable to stockholders estimated at $17 million to $32 million
Q4 Adjusted EBITDA estimated at $78 million to $102 million; full-year at $380 million to $404 million
Results are preliminary; the independent auditor has not audited or reviewed the estimates
CVR Energy's board appointed Mark A. Pytosh as President and Chief Executive Officer effective January 1, 2026, succeeding David L. Lamp, who leaves the role effective December 31, 2025. The board also added Pytosh to its board of directors, expanding it from nine to ten seats, and he will receive no director pay while employed by the company.
Mark A. Pytosh, age 60, appointed President and CEO effective January 1, 2026, replacing David L. Lamp, who ceases as CEO effective December 31, 2025.
Pytosh has been Executive Vice President – Corporate Services since January 2018 and will keep his roles as director and CEO of the general partner of CVR Partners, LP (NYSE: UAN).
Board size increased from nine to ten; Pytosh fills the new seat effective January 1, 2026, without board compensation while employed by the company.
His CEO compensation follows his Employment Agreement dated July 28, 2025, previously disclosed in a July 31, 2025 10-Q filing.
CVR Energy reported third quarter 2025 net income attributable to stockholders of $374 million, or $3.72 per diluted share, compared with a loss of $124 million, or $1.24 per share, a year earlier. The result includes a $488 million benefit from the EPA's August 2025 small refinery waiver decision, and net sales rose to $1,944 million from $1,833 million.
Net sales were $1,944 million, up from $1,833 million in the third quarter of 2024.
Adjusted earnings per diluted share were $0.40, compared with an adjusted loss of $0.50 a year earlier.
The $488 million gain reflects the EPA's August 22, 2025 waiver decision for Wynnewood Refining Company, LLC.
CVR Energy will not pay a cash dividend for the third quarter of 2025; the earnings call is October 30 at 1 p.m. Eastern.
CVR Energy reported a second quarter 2025 net loss attributable to stockholders of $114 million, or $1.14 per diluted share, compared with net income of $21 million, or 21 cents per share, a year earlier. Net sales fell to $1,761 million from $1,967 million. The company also said CEO Dave Lamp will retire effective December 31, 2025, and Mark Pytosh is expected to succeed him on January 1, 2026.
Net loss attributable to CVR Energy stockholders of $114 million ($1.14 per diluted share) versus net income of $21 million (21 cents) in Q2 2024
Adjusted loss of 23 cents per diluted share, compared with adjusted earnings of 9 cents a year earlier
Petroleum Segment net loss of $137 million, including an $89 million unfavorable mark-to-market impact on its Renewable Fuel Standard obligation
Mark Pytosh expected to become President and CEO on January 1, 2026; Brett Icahn appointed to the Board effective August 1, 2025
At its June 5, 2025 Annual Meeting, CVR Energy stockholders approved the Third Amended and Restated 2007 Long-Term Incentive Plan, which adds 2,500,000 shares to the plan reserve and extends its term to April 21, 2035. Stockholders also elected all eight nominated directors, approved named executive officer compensation on an advisory basis, and ratified Grant Thornton LLP as auditor for fiscal 2025.
Amended Plan approved: 84,772,686 votes for, 5,112,940 against, 231,918 abstain, 5,130,437 broker non-votes.
Total shares under the 2007 Plan rise from 7,500,000 to 10,000,000; plan term extended to April 21, 2035.
Awards generally vest no earlier than the first anniversary of grant; dividends and dividend equivalents are barred on options and stock appreciation rights.
Grant Thornton LLP ratified as auditor for 2025 with 94,764,679 votes for and 311,354 against.
CVR Energy reported a first-quarter 2025 net loss attributable to stockholders of $123 million, or $1.22 per diluted share, compared with net income of $82 million, or 81 cents per share, a year earlier. The company said refining results were hurt by planned and unplanned downtime at its Coffeyville refinery, and it will not pay a cash dividend for the quarter.
Net loss attributable to CVR Energy stockholders of $123 million ($1.22 per diluted share) vs. net income of $82 million (81 cents) in Q1 2024
Adjusted loss of 58 cents per diluted share vs. adjusted earnings of 4 cents in Q1 2024
Net sales of $1.6 billion vs. $1.9 billion in Q1 2024; no cash dividend for Q1 2025 vs. $0.50 declared per share in Q1 2024
Cash and cash equivalents of $695 million at March 31, 2025, down $292 million from December 31, 2024
Effective March 31, 2025, CVR Energy appointed Robert E. Flint and Colin Kwak to its board, with Flint named chairperson, and Ted Papapostolou resigned from the board and its committees for personal reasons. Both new directors are employed by Icahn Enterprises or its affiliates, which indirectly owns approximately 68% of the company's common stock, so the change adds IEP-affiliated representation to the board that already reflects that controlling stake.
Robert E. Flint appointed to the board and named Chairperson, and to the Special Committee, effective March 31, 2025
Colin Kwak appointed to the board, the Compensation Committee, and the Nominating and Corporate Governance Committee, effective March 31, 2025
Ted Papapostolou resigned from the board and its committees effective March 31, 2025, citing personal reasons
Board size increased from seven to eight directors; IEP owns approximately 68% of outstanding common stock
CVR Energy reported fourth-quarter 2024 net income attributable to stockholders of $28 million, or 28 cents per diluted share, down from $91 million, or 91 cents, a year earlier. Adjusted results moved to a loss of 13 cents per share from adjusted earnings of 65 cents, and full-year net income attributable fell to $7 million, or 6 cents per share, from $769 million, or $7.65. The company attributed the refining decline mainly to lower crack spreads and, to a lesser degree, lower throughput.
Fourth-quarter 2024 net sales were $1.947 billion, compared with $2.202 billion in the fourth quarter of 2023.
Full-year 2024 net income attributable to CVR Energy stockholders was $7 million, or 6 cents per share, versus $769 million, or $7.65 per share, in 2023.
Petroleum Segment adjusted EBITDA was $9 million in the fourth quarter of 2024, compared with $152 million a year earlier; adjusted refining margin was $6.45 per barrel versus $12.91.
The company raised $408 million in the fourth quarter of 2024 through a Term Loan and the sale of its 50% interest in Midway Pipeline, and ended 2024 with $987 million in cash.
CVR Energy subsidiaries entered a $325.0 million senior secured term loan dated December 19, 2024, maturing December 30, 2027, with interest at Term SOFR plus 4.00%, and proceeds are earmarked for capital expenditures and turnaround costs. On December 23, 2024, a subsidiary sold its 50% stake in Midway Pipeline LLC to Plains Pipeline, L.P. for approximately $90 million in cash, while keeping long-term crude delivery rights to the Coffeyville refinery under a new pipeline agreement.
$325.0 million senior secured term loan, borrowed in full on December 19, 2024, with a 1.00% original issue discount
Interest at Term SOFR plus 4.00% per annum, or an alternate base rate plus 3.00%; final maturity December 30, 2027
Midway Pipeline 50% interest sold to Plains Pipeline, L.P. on December 23, 2024 for approximately $90 million in cash
Pipeline agreement with Midway lets the company deliver crude oil from Cushing, Oklahoma to the Coffeyville refinery over the long term
CVR Energy disclosed a December 6, 2024 agreement under which Icahn Enterprises will commence a tender offer for up to 17,753,322 common shares at $18.25 per share in cash. The company's special committee has said it will express no opinion and remain neutral on the offer, and Icahn affiliates already owned about 66.3% of the shares. The filing also covers a $325 million term loan priced at 99% of face value and a new employment agreement for CEO David Lamp, which matter for liquidity and governance.
Icahn Enterprises agreed on December 6, 2024 to commence a tender offer for up to 17,753,322 shares at $18.25 per share, net to seller in cash.
Icahn affiliates beneficially owned 66,692,381 shares, about 66.3% of outstanding shares, as of December 6, 2024.
The board's special committee will express no opinion and remain neutral on the offer.
CVR Energy priced a $325 million senior secured term loan B due 2027 at 99% of face value, with interest at SOFR plus 4.0%.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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