NYSEEnergyOil & Gas Refining & MarketingS&P SmallCap 600
$38.13
-1.71 (-4.29%)
Close of Nov 06, 2026 · end-of-day data
CVI 8-K filings in 2026
Every material Form 8-K CVR Energy filed with the SEC in 2026, 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
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.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every CVR Energy filing is on SEC EDGAR ↗. 8-K briefs of other companies →