CVR ENERGY INC SEC Filings

CVR Energy named Dane J. Neumann as President, Chief Executive Officer and Director, and as President and CEO of CVR GP, effective June 18, 2026, following Mark A. Pytosh stepping down from his leadership roles. Richard Roberts was appointed Interim Chief Financial Officer and principal financial officer.

Pytosh entered a Separation Agreement that provides a $3,000,000 cash separation payment, paid in two $1,500,000 lump sums, along with standard post-employment obligations and a reduced non‑compete period of nine months. Neumann’s Employment Agreement sets an annual base salary of $800,000, with target annual cash bonus and long‑term incentive awards each equal to 150% of base salary, plus severance protections for certain terminations and change-in-control scenarios.

Effective June 22, 2026, Neumann also received a one‑time 27,372‑unit performance share unit award that vests only upon completion of a defined Significant Transaction within 12 months, otherwise it is forfeited. The award can settle in stock or, at the Board’s discretion, in cash and includes dividend equivalent rights.

CVR Energy, Inc. held its 2026 Annual Meeting of Stockholders on June 4, 2026. Stockholders voted on electing directors, approving executive pay on an advisory basis, and ratifying the independent auditor for the 2026 fiscal year.

All ten director nominees were elected, each receiving more votes for than withheld, with broker non-votes recorded. Stockholders also approved the Company’s named executive officer compensation in an advisory vote and ratified Grant Thornton LLP as the independent registered public accounting firm for 2026.

CVR Energy, Inc. furnished an investor presentation outlining its refining and fertilizer operations, strategy, and recent financial performance. The company operates two Mid-Continent refineries with combined nameplate crude oil capacity of 206,500 bpd and an average complexity rating of 10.8, reporting historically high liquid volume yield of 98% and 93% yield of gasoline and distillate for the twelve months ended March 31, 2026.

For full year 2025, CVR Energy reported EBITDA of $591 million and Adjusted EBITDA of $393 million, with trailing twelve-month Adjusted EBITDA of $407 million through the first quarter of 2026. The petroleum segment generated 2025 net sales of $6,426 million and adjusted refining margin of $694 million, while focusing on improving margin capture, optimizing crude and product slates, and reverting the Wynnewood renewable diesel unit to hydrocarbon processing.

Management highlights a disciplined capital allocation strategy, including an estimated 2026 petroleum segment capex budget of $130–$145 million and nitrogen fertilizer segment capex of $60–$75 million, with no planned petroleum turnarounds in 2026 and scheduled fertilizer turnarounds supporting high utilization at its ammonia and UAN facilities.

CVR Energy reported higher sales but a wider loss for the quarter ended March 31, 2026. Net sales rose to $1.98 billion from $1.65 billion, driven mainly by stronger petroleum and nitrogen fertilizer pricing and volumes.

Despite higher revenue, CVR posted an operating loss of $145 million and a net loss of $160 million, compared with a $131 million operating loss and $105 million net loss a year earlier. Results were pressured by a $182 million commodity derivative loss, higher Renewable Fuel Standard compliance costs and increased interest expense.

The Petroleum Segment generated an operating loss of $193 million, while the Nitrogen Fertilizer Segment earned $58 million of operating income. Cash from operating activities improved to $64 million from a $195 million use of cash, as working capital movements reversed. Cash was $512 million and total debt $1.78 billion.

CVR refinanced its capital structure by issuing $1.0 billion of new 7.500% and 7.875% senior notes, redeeming 8.500% 2029 notes, partially redeeming 5.750% 2028 notes and repaying a term loan. The company also recorded a $204 million Renewable Fuel Standard liability and declared a $0.10 per-share dividend for the quarter.

CVR Energy reported a larger net loss for the first quarter of 2026 but higher adjusted earnings on a cash-flow basis. Net loss attributable to stockholders was $192 million, or $1.91 per diluted share, including $158 million in unrealized derivative losses tied to NYMEX crack spread swaps. The company expects locked-in value of $447 million from these swaps to be realized through 2027.

Net sales were $1.98 billion and consolidated net loss was $160 million. Adjusted loss per share was $1.24, and consolidated adjusted EBITDA improved to $37 million from $24 million a year earlier. The Petroleum segment recorded a net loss of $193 million and adjusted EBITDA of $(50) million, while the Nitrogen Fertilizer segment generated net income of $50 million and EBITDA of $78 million.

CVR Energy ended March 31, 2026 with $512 million of cash and $1.784 billion of total debt and finance lease obligations. During February 2026 it issued $600 million of 7.500% senior notes due 2031 and $400 million of 7.875% senior notes due 2034 and used the proceeds to redeem higher-cost debt and repay a term loan, recognizing a $32 million loss on extinguishment. The company declared a $0.10 per share cash dividend for the quarter, and CVR Partners declared a $4.00 per common unit cash distribution.

CVR Energy, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on June 4, 2026, at 10:00 a.m. Central. Holders of common stock as of April 6, 2026 can elect ten directors, approve on an advisory basis executive pay, and ratify the 2026 independent auditor.

The proxy describes a controlled governance structure, with Icahn-affiliated entities holding a majority of voting power, and a board led by an independent chair with key committees overseeing audit, compensation, governance, and environmental, health and safety. Executive pay blends base salary, annual performance-based cash bonuses, and multi‑year incentive awards tied to financial, safety, and operational metrics.

Compensation decisions for 2025 emphasized at‑risk pay, use of EBITDA‑based bonus plans across refining and fertilizer operations, and clawback mechanisms. The company highlights core values around safety, environmental stewardship, integrity, and corporate citizenship, with the annual meeting conducted entirely via live webcast.

CVR Energy’s largest shareholder group, led by Carl Icahn, reports beneficial ownership of 71,201,875 common shares, representing 70.8% of the company. These shares are reported as having shared voting and dispositive power by Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Carl C. Icahn.

The ownership percentage is calculated using 100,530,599 CVR Energy shares outstanding as of February 13, 2026, as disclosed in the company’s Form 10-K. The filing is an additional amendment to a long‑standing ownership report first filed in 2012.

The document notes that, over the past 60 days, all reported trades in CVR Energy shares by the reporting group were purchases made by American Entertainment Properties Corp. Other than the transactions listed in Schedule A, no additional trades in CVR Energy shares were reported during that period.

CVR Energy Inc. reported that entities affiliated with Carl C. Icahn made a series of open-market purchases of its common stock. On February 20, 2026, IEP Energy Holding LLC and American Entertainment Properties Corp. bought 263,452 shares at $20.78 per share. On February 23, 2026, they bought an additional 244,940 shares at $20.75 per share, followed by 275,012 shares at $21.41 per share on February 24, 2026.

After these transactions, entities in the Icahn ownership chain reported holding 71,201,875 CVR Energy shares indirectly. The reporting group includes Carl C. Icahn, Icahn Enterprises Holdings L.P., and Icahn Enterprises G.P. Inc., who each disclaim beneficial ownership except to the extent of any pecuniary interest.