CVR Energy proposes $1.5B loan for refinery purchase
CVR’s proposed sources-and-uses plan totals $5.2 billion, with pro forma total debt/EBITDA estimated at 2.0x.
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 said it would meet potential lenders on November 9, 2026, and furnished preliminary terms for a proposed $1.5 billion, seven-year senior secured Term Loan B. The financing, alongside other sources, is intended to fund the planned $4.2 billion purchase of the St. Paul Park and Mandan refining assets from Marathon Petroleum Corporation and its affiliates, address outstanding 2028 notes, and pay related fees and expenses.
CVR’s proposed sources-and-uses schedule totals $5.2 billion, listing $1.3 billion equity, $1.5 billion TLB, $1.0 billion other secured debt, a $308 million ABL draw, $300 million crude intermediation, and $792 million cash on the balance sheet, labeled illustrative and subject to change. Proposed mandatory loan amortization is 1.00% per annum, paid quarterly; pro forma total debt/EBITDA is 2.0x.
The planned four-refinery platform would have crude oil capacity of 384 mbpd, compared with CVI’s stated 207 mbpd. CVR expects the target marketing system to add ~$4.5 per barrel in margin uplift. CVR’s timeline targets closing before the end of 2026.
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
- Moderate point. Forward-looking: it has not happened yet and may not happen.The target marketing platform is expected to add ~$4.5 per barrel in margin uplift.
Negative
- None.
Filing Explained
If agreed, the loan would add secured debt and limit restricted-payment capacity until five hundred million dollars of funded debt is repaid, subject to exceptions.
CVR Energy furnishes a preliminary lender presentation for a proposed Term Loan B. If agreed, the facility would add senior secured borrowing and the proposed covenants would limit distributions to common holders.
The proposed loan would rank equally with existing and future senior debt and ahead of subordinated debt. It would have first-priority liens on assets outside ABL-priority collateral and second-priority liens on that collateral.
Before
The presentation lists lender commitments as due
8-K Event Classification
Key Figures
Key Terms
Term Loan B financial
Restricted Payments financial
Excess Cash Flow Sweep financial
Total Net Leverage financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the proposed CVI Term Loan B terms?
How does CVI plan to finance the proposed asset purchase?
What dividend limits are in CVI’s proposed credit terms?
When does CVI target closing the proposed purchase?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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Trading |
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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 7.01. | Regulation FD Disclosure. |
On November 9, 2026, CVR Energy, Inc., a Delaware corporation (the “Company”), will hold a meeting with potential lenders for a proposed Term Loan B secured credit facility. At the meeting, such potential lenders will be provided with certain information regarding the Company and the proposed transaction. An excerpted copy of such information is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 99.1 | CVR Energy, Inc. November 9, 2026 slides. | |
| 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: November 9, 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 | ||
CON CONF FI IDEN DENT TI IA AL L Exhibit 99.1 PRELIMINARY DRAFT Project Continental Lender Presentation November 9, 2026
CONFIDENTIAL 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 (“MPC”), 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 MPC 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 (collectively, the “Target 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 risk that the proposed debt and equity financings may not be completed when expected, in the amounts contemplated or on anticipated terms, 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. 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, which are available on the SEC’s website at www.sec.gov. All such factors are difficult to predict and are beyond CVR Energy’s control. All forward-looking statements are based on assumptions that CVR Energy 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 Energy 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
CONFIDENTIAL Disclaimer Special Notice regarding Material Non-Public Information THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS. THE RECIPIENT OF THIS LENDER PRESENTATION HAS STATED THAT IT DOES NOT WISH TO RECEIVE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES AND ACKNOWLEDGES THAT OTHER LENDERS HAVE RECEIVED A LENDER PRESENTATION THAT CONTAINS ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR THEIR RESPECTIVE SECURITIES THAT MAY BE MATERIAL. NEITHER THE COMPANY NOR THE ARRANGERS TAKES ANY RESPONSIBILITY FOR THE RECIPIENT'S DECISION TO LIMIT THE SCOPE OF THE INFORMATION IT HAS OBTAINED IN CONNECTION WITH ITS EVALUATION OF THE COMPANY AND THE FACILITIES. Notice to and Undertaking by Recipients This Lender Presentation (the Lender Presentation ) has been prepared solely for informational purposes from information supplied by or on behalf of CVR Energy, Inc. (the Company ), and is being furnished by Barclays Bank PLC, Wells Fargo Securities, LLC., and Mizuho Bank, Ltd. (collectively, the “Arrangers”) to you in your capacity as a prospective lender (the Recipient ) in considering the proposed Credit Facilities described in the Lender Presentation (the Facilities ). ACCEPTANCE OF THIS LENDER PRESENTATION CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THIS NOTICE TO AND UNDERTAKING BY RECIPIENTS (THIS “NOTICE AND UNDERTAKING”) AND THE SPECIAL NOTICE SET FORTH HERIN (THE “SPECIAL NOTICE”). IF THE RECIPIENT IS NOT WILLING TO ACCEPT THE LENDER PRESENTATION AND OTHER EVALUATION MATERIAL (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE, IT MUST RETURN THE LENDER PRESENTATION AND ANY OTHER EVALUATION MATERIAL TO THE ARRANGERS IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE THEREOF AND, IF APPLICABLE, IMMEDIATELY TERMINATE ACCESS TO THE RELATED SYNDTRAK SITE. I. Confidentiality As used herein: (a) Evaluation Material refers to the Lender Presentation and any other information regarding the Company or the Facilities furnished or communicated to the Recipient by or on behalf of the Company in connection with the Facilities (whether prepared or communicated by the Arrangers or the Company, their respective advisors or otherwise) and (b) Internal Evaluation Material refers to all memoranda, notes, and other documents and analyses developed by the Recipient using any of the information specified under the definition of Evaluation Material. The Recipient acknowledges that the Company considers the Evaluation Material to include confidential, sensitive and proprietary information and agrees that it shall use reasonable precautions in accordance with its established procedures to keep the Evaluation Material and Internal Evaluation Material confidential; provided however that (i) it may make any disclosure of such information to which the Company and the Arrangers give their prior written consent and (ii) any of such information may be disclosed to it, its affiliates and their respective partners, directors, officers, employees, agents, advisors and other representatives (collectively, Representatives ) (it being understood that such Representatives shall be informed by it of the confidential nature of such information and shall be directed by the Recipient to treat such information in accordance with the terms of this Notice and Undertaking and the Special Notice). The Recipient agrees to be responsible for any breach of this Notice and Undertaking or the Special Notice that results from the actions or omissions of its Representatives. The Recipient shall be permitted to disclose the Evaluation Material and Internal Evaluation Material in the event that it is required by law or regulation or requested by any governmental agency or other regulatory authority (including any self-regulatory organization) or in connection with any legal proceedings. The Recipient agrees that it will notify the Arrangers and the Company as soon as practical in the event of any such disclosure (other than at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process. The Recipient shall have no obligation hereunder with respect to any Evaluation Material or Internal Evaluation Material to the extent that such information (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in violation of this agreement, or (ii) was within the Recipient's possession prior to its being furnished pursuant hereto or becomes available to the Recipient on a non-confidential basis from a source other than the Company, the Arrangers or their respective agents, provided that the source of such information was not known by the Recipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company, the Arrangers or any other party with respect to such information. In the event that the Recipient of the Evaluation Material decides not to participate in the transactions described herein, upon request of the Arrangers, the Recipient shall as soon as practicable return all Evaluation Material (other than Internal Evaluation Material) to the Arrangers or represent in writing to the Arrangers that the Recipient has destroyed all copies of the Evaluation Material (other than Internal Evaluation Material) unless prohibited from doing so by the Recipient's internal policies and procedures, and treat any Internal Evaluation Material as confidential in accordance with its internal policies and procedures. II. Information The Recipient acknowledges and agrees that (i) the Arrangers received the Evaluation Material from third party sources (including the Company) and it is provided to the Recipient for informational purposes, (ii) the Arrangers and their respective affiliates bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material or any information contained therein, (iii) no representation regarding the Evaluation Material is made by the Arrangers or any of their respective affiliates, (iv) neither the Arrangers nor any of their respective affiliates have made any independent verification as to the accuracy or completeness of the Evaluation Material, (v) the Arrangers and their respective affiliates shall have no obligation to update or supplement any Evaluation Material or otherwise provide additional information and (vi) none of the Arrangers or their respective affiliates shall have any liability with respect to the unauthorized use or misuse of the Lender Presentation or any related marketing material by any Recipient. The Evaluation Material has been prepared to assist interested parties in making their own evaluation of the Company and the Facilities and does not purport to be all-inclusive or to contain all of the information that a prospective participant may consider material or desirable in making its decision to become a lender. The Recipient should take such steps as it deems necessary to assure that it has the information it considers material or desirable in making its decision to become a lender and should perform its own independent investigation and analysis of the Facilities or the transactions contemplated thereby and the creditworthiness of the Company. The Recipient represents that it is sophisticated and experienced in extending credit to entities similar to the Company and that it is engaged in making, acquiring or holding commercial loans in the ordinary course. The Recipient understands that the Facility sets forth the terms of a commercial lending facility, and not any other type of financial instrument, and agrees not to assert a claim in contravention of the foregoing. The information and data contained herein are not a substitute for the Recipient's independent evaluation and analysis and should not be considered as a recommendation by the Arrangers or any of their respective affiliates that any Recipient enter into the Facilities. The Recipient acknowledges that each Arranger’s activities in connection with the Facilities are undertaken by such Arranger as a principal on an arms-length basis and no Arranger has any fiduciary, advisory or similar responsibilities in favor of the Recipient in connection with the Facilities or the process related thereto. The Evaluation Material may include certain forward-looking statements and projections provided by the Company. Any such statements and projections reflect various estimates and assumptions by the Company concerning anticipated results. No representations or warranties are made by the Company, the Arrangers or any of their respective affiliates as to the accuracy of any such statements or projections. Whether or not any such forward-looking statements or projections are in fact achieved will depend upon future events some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and such summaries are qualified in their entirety by reference to such documents and agreements. III. General It is understood that unless and until a definitive agreement regarding the Facilities between the parties thereto has been executed, the Recipient will be under no legal obligation of any kind whatsoever with respect to the Facilities by virtue of this Notice and Undertaking except for the matters specifically agreed to herein and in the Special Notice. The Recipient agrees that money damages would not be a sufficient remedy for breach of this Notice and Undertaking or of the Special Notice, and that in addition to all other remedies available at law or in equity, the Company and the Arrangers shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages. This Notice and Undertaking and the Special Notice together embody the entire understanding and agreement between the Recipient and the Arrangers with respect to the Evaluation Material and the Internal Evaluation Material and supersede all prior understandings and agreements relating thereto. The terms and conditions of this Notice and Undertaking and the Special Notice shall apply until such time, if any, that the Recipient becomes a party to the definitive agreements regarding the Facilities, and thereafter the provisions of such definitive agreements relating to confidentiality shall govern. If you do not enter into the Facilities, the application of this Notice and Undertaking and the Special Notice shall terminate with respect to all Evaluation Material and Internal Evaluation Material on the date falling one year after the date of the Lender Presentation. This Notice and Undertaking and the Special Notice shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law (except Section 5-1401 of the New York General Obligation Law to the extent that it mandates that the law of the State of New York govern). 2
CONFIDENTIAL Executive Summary
CONFIDENTIAL Executive Summary | Transaction Overview Transformative Refining & Marketing System Acquisition at a Compelling Mid-Cycle Valuation in an Above Mid-Cycle Environment Transformed CVR Energy (NYSE: CVI) Overview High Performing Integrated Refining and Marketing Platform th Pro forma CVI will be the 4 largest refiner in PADD II, operating a consolidated four- refinery and integrated marketing platform with access to up to 590 branded locations St. Paul Park, MN Mandan, ND Transformative Increase in Scale and Geographic Scope 105 mbpd | 8.3 NCI 72 mbpd | 6.9 NCI • ~384 mbpd (~86% increase in crude oil refining capacity) One of only two refineries in Minnesota Only refinery in North Dakota (1) (2) • Pro forma LTM Q3’26 EBITDA of ~$1.9bn (~155% increase vs. CVI Status Quo ) • Enhanced geographic footprint, including access to Northern PADD II region 101% ~72% 94% ~83% • Maintaining ownership of the general partner and ~37% of the common units of CVR Avg. Crude Utilization Avg. Product Capture Avg. Crude Utilization Avg. Product Capture (3) (4) (5) Partners, LP (NYSE: UAN), a nitrogen fertilizer producer (2023A – 2025A) (2023A – 2025A) (2023A – 2025A) (2023A – 2025A) Integrated Marketing Platform Enhances Margin Profile ~17% • Historical EBITDA / bbl outperforms comparable Mid-Con Assets ~50% ~80% ~93% (9) Minnesota Pipeline (6) RFS SRE Received • Expected to add ~$4.5 / bbl margin uplift (’24A – ’25A) via integrated wholesale Clean Product Yield Interest Helps Canadian Clean Product Yield 2023 – 2025 marketing, including access to 590 branded locations / Bakken Crude Sourcing Improved Strategic Positioning Crude Supply Product Placement • Larger platform with greater strategic reach improves relative positioning Number of Branded Locations by State • Minnesota Pipeline (17% interest) – Canadian and Bakken crude Valuation Overview • Clearbrook hub position Compelling valuation across earnings scenarios: 127 • High Plains Pipeline – direct gathered Mid-cycle EBITDA multiple below 5.5x Mandan 353 Bakken crude (9) • ~$800 million of EBITDA when utilizing a 10-year average RIN-adjusted crack spread • Mississippi River barge access 59 LTM EBITDA multiple of ~3.5x St. Paul Park 32 Storage • $1.2 billion of LTM EBITDA includes a turnaround at SPP during the entire month of September and build in refined product inventories of over 1 million barrels 14 • St. Paul Park: 94 tanks / 3.0 mmbbls 2027 forward strip EBITDA potential of over $1.3 billion, supporting a multiple of ~3.2x • Mandan: 59 tanks / 3.0 mmbbls • Magellan open-stock system • Cottage Grove: 984 mbbls crude capacity • North Products System Financing Overview • Clearbrook: 2 tanks / 600 mbbls • Truck racks and rail loading at both CVI expects to fund the ~ $4.2bn acquisition with ~$1.5bn Senior Secured TLB (“TLB”), refineries; seasonal river dock ~$1.0bn of other Secured Debt and uses a mix of equity, cash on hand, crude intermediation and an ABL draw (1) CVI will benefit from modest leverage of ~2.0x LTM Q3’26 Debt/EBITDA $8.27 (6) Expected 3.6x LTM • TLB allows management flexibility to accelerate future de-leveraging via opportunistic $1.2bn (7) EBITDA / bbl EBITDA or 4.2x debt repayment Target LTM ~$4.5 / bbl vs. MPC Mid-Con Indicative Mid-Cycle Above mid-cycle crack spread environment anticipated in 2027 should provide EBITDA Marketing Margin average of (9) EBITDA Multiple (8) opportunities to reduce debt in addition to providing shareholder returns through Uplift (’24A-’25A) (7) $5.78 / bbl dividends and/or share buybacks 1. Pro Forma EBITDA defined as CVI Refining EBITDA plus Target EBITDA and UAN Distributions to CVI; estimates exclude Synergies. EBITDA is a non-GAAP measure. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 2. CVI Status Quo EBITDA reflects CVI Refining EBITDA plus UAN Distributions to CVI for the twelve months ended September 30, 2026. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 3. Average margin capture calculated as gross margin per barrel divided by Group 3 3-2-1 crack spread. 4. 2024A reflects Mandan major turnaround. 5. Reflects ~50% Small Refinery Exemption relief granted for the 2023–2025 compliance years. 6. Reflects Q3’26 St. Paul Park major turnaround. Target EBITDA for the twelve months ended September 30, 2026 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. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 7. Adjusted EBITDA / bbl represents average of 2024A and 2025A. 8. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day average prices. 5 9. Indicative Mid-Cycle EBITDA is a calculation based on estimated historical expenses and 5-year and 10-year historical average strip prices. Indicative Mid-Cycle EBITDA is not a projection of the EBITDA that the Target will achieve in any given period following the acquisition but is simply a calculation based on those inputs. Future EBITDA for the Target could vary materially. See Slide 10 for further information on the calculation.
CONFIDENTIAL Executive Summary | Key Transaction Highlights Acquisition of integrated PADD II Northern Tier system materially increases scale, diversifies earnings profile and enhances margin capture via expansive marketing system Key Transaction Highlights • Unique opportunity to acquire an integrated refining and marketing system comprising high-quality, geographically Compelling advantaged platform from an established operator Acquisition in • Expected to be immediately value accretive with substantial upside, given forward market outlook (1) (2) § Implied target acquisition multiple of ~ 3.6x LTM EBITDA or 4.2x Indicative Mid-Cycle EBITDA Attractive Region § Compelling acquisition particularly relative to comparable transformative transactions (>6.0x) 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 • High-performing units, historically outperforming comparable Mid-Con assets High-Performing, (3) § $8.27 EBITDA / bbl vs. MPC Mid-Con average of $5.78 / bbl Well-Maintained, • Well-capitalized units (~$120mm/yr at St. Paul Park and Mandan, 2023-2025) Quality Units • Complex refineries that operate safely and reliably at high utilization (98% average 2023-2025) (4) • Expected ~$4.5 / bbl margin uplift (’24A – ’25A) from established wholesale marketing platform with access to up to 590 Margin Uplift from branded locations across the Upper Midwest and Northern Great Plains regions Integrated Marketing • Diversified distribution channels and blending capacity provide steady outlets for refinery production and reduce reliance on spot Platform sales; improves ability to manage volatile RIN compliance costs • Larger, more diversified platform expected to support stronger through-the-cycle free cash flow generation, more sustainable Diversified Earnings capital returns and greater balance sheet flexibility Support Financial § Financial policy targets maintaining approximately 2.0x through-the-cycle leverage Resilience • Potential for meaningful SG&A, commercial and operational synergies Improved Strategic • Larger platform with greater strategic reach improves relative positioning for future growth and margin improvement Positioning 1. LTM EBITDA for 9/ 30/ 2026. EBITDA calculat e d as income (loss) be fore income t axe s plus de pre ciat ion and amort izat ion pe r t he combine d carve- out financial st at e me nt s of t he St . Paul Park and Mandan re fining busine ss. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 2. Indicative Mid-Cycle EBITDA is a calculation based on estimated historical expenses and 2027 forward strip prices. Indicative Mid-Cycle EBITDA is not a projection of the EBITDA that the Target will achieve in any given period following the acquisition but is simply a calculation based on those inputs. Future EBITDA for the Target could vary materially. See Slide 10 for further information on the calculation. 3. Adjusted EBITDA / bbl represents average of 2024A and 2025A. See the reconciliation of net income to Adjusted EBITDA for the Target in the appendix. 4. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to 5 Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day average prices.
CONFIDENTIAL Executive Summary | Pro Forma CVR Energy (5) Pro Forma Company Highlights Pro Forma CVI Map ’26 St. Paul Park Major Turnaround ($ in millions) (4) SK CVI UAN Distributions Target • Refinery Downtime: 9/1 – 10/18 MB ON Williston ’25 Coffeyville Major Turnaround Basin $1,907 $2,000 • Refinery downtime: 75 days Clearbrook • ~28 mbpd of decreased ND 353 ’24 Mandan Major Turnaround throughput 127 MT • Refinery downtime: 58 days $1,600 MN • ~9 mbpd of decreased Mandan throughput $1,158 $1,200 59 $873 32 SD St. Paul Park WI $800 $55 $555 $644 WY 14 $400 $391 $694 $46 IA $26 NE $182 IN $138 - 2024A 2025A LTM 2024A 2025A LTM IL Target $391 $644 $1,158 Adj. CO EBITDA CVI Ref. $138 $182 $694 KS Target 94.2% 99.0% MO Util. (%) CVI 87.2% 80.8% Coffeyville KY Target 81.1% 77.6% Product Capture CVI 66.6% 80.8% NM Target $13.64 $16.00 Cushing Ref. Mgn. TN OK ($/bbl) CVI $9.53 $13.64 AR Wynnewood Marketing Target $4.50 Mgn. CVI Target $6.15 $5.72 Opex TX MS ($/bbl) CVI $5.88 $6.25 Minnesota Pipeline rd 3 Party Product rd LA 3 Party Crude Expected # Branded Locations >50% CFFO LTM PF 384 mbpd $4.50 / bbl and EPS Pro Forma (1) Uplift EBITDA: Crude Capacity (3) St. Paul Park Mandan Accretion via integrated (2) Across 4 PADD II $1.9bn wholesale marketing, Coffeyville Wynnewood Capacity: 105mbpd Capacity: 72mbpd (Excluding Refineries including access to 590 (Excluding Synergies) Capacity: 132mbpd Capacity:74.5mbpd NCI: 8.3 NCI: 6.9 Synergies) branded locations (6) (6) NCI: 11.0 NCI: 10.5 1. Acquire d bus ine s s only. Re fle ct s ave rage of Brande d & Unbrande d vo lume s and D6 RIN ge ne rat ion for 2024- 2025, pe r manage me nt e s t imat e s . Brande d and Unbrande d margins re fle ct 2024–2025 volume- weight ed premiums t o Argus Group 3 for SPP and MAN gasoline and dis t illat e s ale s ; gas oline be nchmark as s ume s 10% e t hanol. D6 RIN pricing re fle ct s las t 30- day ave rage price s . 2. EBITDA defined as CVI Refining EBITDA plus UAN Dist ribut ions t o CVI plus Target EBITDA for t he t welve mont hs ended Sept ember 30, 2026; Targe t EBITDA adjus t e d t o conform t urnaround account ing t o CVI's policy of capit alizing s uch cos t s . Exclude s s yne rgie s . Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 3. Bas e d on manage me nt e s t imat e s . 4. Re pre s e nt s SPP and MAN. 6 5. Not int e nde d t o be e xhaus t ive o f re gio nal pipe line s ys t e ms . 6. Re pre s e nt s Co mpany calculat e d me t rics .
CONFIDENTIAL Executive Summary | Transformative Increase in Scale 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) 806 573 440 384 375 365 285 275 260 207 183 180 (2) (3) (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. 7 U.S. Independent Refiners by (1) U.S. Refiners by PADD II Capacity (1) Capacity
CONFIDENTIAL Executive Summary | Compelling Margin Environment Mid-Con margin environment has proven resilient through the cycle while benefiting from the ongoing “super-cycle” Historical Crack Spreads Forward Outlook – Key Drivers ($ / bbl) Group 3 2-1-1 Group 3 3-2-1 (1) (1) 10-Year Average $30.38 10-Year Average $28.50 Compelling Forward Margin Outlook (2) (2) 5-Year Average $34.84 5-Year Average $32.14 (3) (3) 3-Year Average 3-Year Average $35.57 $32.76 $55 (4) • Cont inued supply / demand imbalance combined wit h 2027 capacit y limit at ions support s ongoing earnings pot ent ial Fwd. Strip $48.66 $44.91 $45 Continued Rationalization of U.S. Refining Capacity $42.79 3 • >1.0mmbpd of U.S. supply de commissione d since COVID • Limit e d s upply incre as e e xpe ct e d de s pit e e le vat e d margin $37.59 37.43 environment 3 $35.14 $35 $43.06 $38.05 $29.31 10-Yr Avg: Geopolitical Conflict and Uncertainty $29.43 $29.12 $30.38 $26.72 • Rus s ia Ukraine and Middle Eas t conflict s have damage d 10-Yr Avg: $25.91 refineries, t ight ening global capacit y and leading t o a $28.50 4 $23.97 $27.33 drawdown in refined product invent ories and increased $25 $27.61 $27.92 $21.19 margin $25.44 $25.50 $19.51 $23.76 • Inve nt ory will t ake t ime t o re build and normalize e ve n pos t- conflict resolut ion 1 2 $21.00 Group 3 3-1-1 $18.64 Group 3 2-2-1 $15 1 2 3 4 Demand Remains Resilient Post-COVID Rebound Inventory Overhang Industry Retrenchment COVID Demand Shock Demand recovery coupled Elevated gasoline and Supply / demand balance Demand collapse drove with reduced capacity / • U.S. and global light product demand cont inues t o grow, distillate stocks pressured resets reverting to low -cycle cracks to historic lows Ukraine conflict drives up wit h t he U.S. becoming a crit ical refined product s export er margins levels margins • Mid- Con re fine d product de mand re mains st rong, wit h ne w pipe line s moving mid- con barrels t o supply short market s $5 (4) (4) 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025A 2026 YTD 2027E Fwd. Strip Note: Data as of 11/6/2026. 1. 10-Year Average denotes the average Group 3 Crack Spread from 2016 -2026 YTD. 2. 5-Year Average denotes the average Group 3 Crack Spread from 2021 -2026 YTD. 3. 3-Year Average denotes the average Group 3 Crack Spread from 2023 -2026 YTD. 8 4. As of 11/6/2026.
CONFIDENTIAL Executive Summary | Compelling Indicative Earnings Profile Indicative Historical Group 3 3-2-1 Crack Spread EBITDA Build ($ / bbl) (1) Indicative Annual EBITDA ($ mm) $28.50 $30 $22.62 ~$800 ~$990 ~$1,300 79% $25 x $19.43 $20 $16.23 ($2.45) ($6.38) $4.50 $15.23 $15 ($5.94) $12.34 $10 $5 - (6) (4) (7) 10-Yr Historical Product Refining Margin RINs Gross Margin Marketing SG&A Opex Indicative Indicative Indicative (2) (3) (5) Crack Spread Capture Margin EBITDA / bbl EBITDA / bbl EBITDA / bbl @ 10-Yr @ 5-Yr @ 2027 (2) (2) (2) Hist. Hist. Fwd. Strip Implied Purchase 5.2x 4.2x 3.3x (8) Multiple Indicative Historical Group 3 2-1-1 Crack Spread EBITDA Build ($ / bbl) (1) Indicative Annual EBITDA ($ mm) $35 $30.38 $30 ~$450 ~$700 ~$1,200 74% x $22.39 $25 $17.30 $20 ($8.58) $13.81 $15 $9.88 ($1.17) $6.59 $10 ($6.06) $5 N/A - (4) (6) (7) 10-Yr Product Refining RINs Gross Margin Marketing SG&A Opex Indicative Indicative Indicative (3) Historical Capture Margin Margin EBITDA / bbl EBITDA / bbl EBITDA / bbl (2) Crack Spread @ 10-Yr @ 5-Yr @ 2027 (2) (2) (2) Hist. Hist. Fwd. Strip 1. EBITDA per barrel calculations applied to 2024-2025 average SPP and MAN total throughputs of 109,115 and 68,318, per management estimates, and CVI throughput of 189,133 bpd, as reported. Rounded to the nearest $25mm. Indicative Mid-Cycle EBITDA amounts are not projections of the EBITDA that the Target will achieve in any given period following the acquisition or of CVI’s performance in any future period but are simply calculations based on the inputs indicated. Future EBITDA performance could vary materially. 2. 10-Yr Crack spread denotes the average Group 3 3-2-1 Crack Spread for Target and Group 3 2-1-1 Crack Spread for CVI Refining Assets from 2016-2026 YTD as of 11/6/2026, 5-Yr denotes the average from 2021-2026 YTD. 2027 Forward Strip as of 11/6/2026. 3. Target product capture rate reflects average of 2024-2025 product capture rates, per management estimates. CVI Refining Assets product capture rate reflects 2024-2025 average Ex-RIN Group 3 2-1-1 Crack Spread divided by refining margin per barrel, as reported. 4. Calculated as Throughput x WA RIN x Gasoline + Diesel % x Refinery Blending %. Throughput reflects average of 2024-2025, as reported, for CVI Refining Assets and average of 2024-2025 for Target, per management estimates. WA RIN as of 11/6/2026. Gasoline + Diesel % calculated as average of 2024-2025 Gasoline + Diesel production divided by total production for CVI Refining Assets. Target Gasoline + Diesel % calculated as average of 2024-2025 gasoline and USLD production divided by total throughput, per management estimates. Refinery blending calculated based on ethanol/biodiesel purchases and corresponding blending across CVI Refining Assets and average of 2024-2025 RINs from blending divided by total RIN obligation for Target, per management estimates. 5. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day average prices. 6. Target SG&A represents average of 2024-2025 SG&A, as reported, divided by average of 2024-2025 total throughput. CVI Refining Assets reflect average of 2024-2025 CVI SG&A expense for the petroleum segment, as reported, divided by 2024-2025 total throughput. 7. Target operating expenses reflect average of 2024-2025 operating expense assumptions divided by total throughput, per management estimates. CVI Refining Assets reflect average of 2024-2025 CVI direct operating expenses for the petroleum segment, as reported, divided 9 by 2024-2025 total throughput. 8. Assumes purchase price of $4,200mm. CVI Refining Target
CONFIDENTIAL Pro Forma Company | Historical vs. Indicative Mid-Cycle Performance ($ in millions) Historical Performance Indicative Mid-Cycle Analysis • Lower margin environment relative to historical mid -cycle § Average 2024 / 2025 crack spreads of $26.11 / bbl and $28.32 / bbl vs. (4) 10-year and 5-year averages of $29.44 / bbl and $33.49 / bbl • Operating performance impacted by turnaround cycle $3,000 ’26 St. Paul Park Major Turnaround $2,560 • Refinery Downtime: 9/1 – $2,500 10/18 ’25 Coffeyville Major Turnaround $2,000 $1,907 ’24 Mandan Major Turnaround $1,750 $1,300 • Refinery downtime: 75 days • ~28 mbpd of decreased • Refinery downtime: 58 days throughput $1,500 • ~9 mbpd of decreased $1,310 throughput $1,158 $990 $60 $1,000 $873 $800 $55 $60 $555 $1,200 $644 $500 $60 $391 $694 $700 $46 $450 $26 $182 $138 - (2) (2) (2) 2024A 2025A LTM Indicative EBITDA Indicative EBITDA Indicative EBITDA (1) @ 10-Yr Hist. @ 5-Yr Hist. @ 2027 Strip (1) CVI UAN Distributions Target ■ CVI ■ UAN Distributions ■ Target (3) 2024A 2025A LTM Indicative Analysis ($ in millions) Target $391 $644 $1,158 $800 $990 $1,300 Adjusted CVI EBITDA $138 $182 $694 $450 $700 $1,200 Ref. Target 94.2% 99.0% 96.6% Util. (%) CVI 87.2% 80.8% 84.0% Target 81.1% 77.6% 79.4% Capture CVI 66.6% 80.8% 73.7% Target $13.64 $16.00 $22.62 Ref. Mgn ($/bbl) CVI $9.53 $13.64 $22.39 Target $4.50 Marketing $4.50 Mgn. CVI - Opex Target $6.15 $5.72 $5.94 ($/bbl) CVI $5.88 $6.06 $6.06 1. Represents SPP and MAN. 2. 10-Yr Crack spread denotes the average Group 3 3-2-1 Crack Spread from 2016-2026 YTD, 5-Yr denotes the average from 2021-2026 YTD. UAN Distributions calculated as average of 2023-2025A UAN Distributions to CVI. 3. Indicative Mid-Cycle EBITDA amounts are not projections of the EBITDA that the Target will achieve in any given period following the acquisition or of CVI's performance in any future period but are simply calculations based on the inputs indicated. Future EBITDA 10 performance could vary materially. 4. Average of Group 3 3-2-1 and Group 3 2-1-1 crack spreads.
CONFIDENTIAL Precedent Transactions Refining (Corporate) (EV / FY + 1 EBITDA) EV / EBITDA Median: 6.6x 12.0x 9.7x 10.0x 8.5x 8.0x 7.4x 7.3x 6.8x 6.8x 6.3x 6.3x 6.2x 6.0x 5.4x 5.2x 5.1x 4.0x 2.0x 0.0x Acquiror (2) (1) (4) (3) Target Ashland Announcement Dat e 9/23/96 2/4/01 5/7/01 3/19/04 4/25/05 8/28/06 2/22/11 11/17/16 1/3/17 11/8/17 4/30/18 8/3/21 Form of Considerat ion 100% st ock 100% st ock 50% st ock NA 50% st ock 100% cash 100% st ock 90% st ock 100% st ock 100% st ock 85% st ock 88% st ock Implied Purchase Price per Share $29.07 $46.50 $55.42 - $73.52 $83.00 $27.00 $37.30 $12.13 $13.92 $152.27 - Equit y Market Value ($mm) $855 $7,250 $3,961 - $6,941 $1,223 $2,889 $4,100 $464 $160 $23,300 - Plus: Net Debt 1,041 2,170 1,928 - 1,074 275 ( 57) 1,700 152 13 7,341 - Implied Ent erprise Value ($mm) $1,895 $9,420 $5,889 $9,800 $8,015 $1,498 $2,833 $6,405 $674 $173 $35,600 $2,734 Equity Value as a Multiple of: Net Income: 1- Yr Forward 18.9x 12.5x 10.4x - 12.7x 10.4x 13.1x 20.1x NM 9.2x 17.1x - 2- Yrs Forward 11.6x 14.4x 12.8x - 11.3x 10.2x 22.0x 14.0x NM 9.3x 13.3x - CFFO: 1- Yr Forward 5.8x 7.6x 5.8x - 7.3x 8.4x 9.4x 8.5x 6.7x 6.2x 8.1x - 2- Yrs Forward 4.7x 8.3x 6.5x - 7.1x 8.1x 12.6x 7.4x 5.5x 6.0x 7.3x - Enterprise Value as a Multiple of: EBITDA: 1- Yr Forward 7.4x 6.3x 5.4x 5.2x 6.8x 6.3x 6.8x 8.5x 7.3x 5.1x 9.7x 6.2x 2- Yrs Forward 6.1x 6.9x 6.2x 4.9x 6.0x 5.7x 8.6x 7.0x 6.0x 5.1x 8.3x 5.6x 1. Represents WNR’s original August 2006 offer price of $83.00 per GI share. 2. 2017E EBITDA per TSO investor presentation; all other estimates per FactSet consensus as of 11/17/16. 3. Represents DK’s purchase of the remaining ~53% LP interest in ALJ. EV includes proportional share of ALJ net debt and proportional share of noncontrolling interests in ALDW. 12 4. Enterprise Value represents the combined value of both the HFC / Sinclair and HEP / Sinclair transactions. 1-Yr Forward EBITDA represents 2H’22E annualized.
CONFIDENTIAL Executive Summary | Sources and Uses and Capitalization SOURCES AND USES Sources Amount ($mm) Uses Amount ($mm) Equity $1,300 Acquisition of Target $4,200 TLB 1,500 (1) Net Working Capital 650 Other Secured Debt 1,000 ABL Draw 308 (2) Redeem Existing 5.750% Senior Notes due 2028 185 Cash on B/S 792 (3) Estimated Fees and Expenses 165 Crude Intermediation 300 Total Sources $5,200 Total Uses $5,200 PRO FORMA CAPITALIZATION AS OF SEPTEMBER 30, 2026 Transaction Pro Forma as of Historical as of 9/30/2026 Adj. 9/30/2026 $ in mm (4) Cash & Cash Equivalents $1,435 ($792) $643 CVR Energy ABL - 308 308 New TLB - 1,500 1,500 Other Secured Debt - 1,000 1,000 7.500% Secured Senior Notes due 2031 - 600 600 7.875% Secured Senior Notes due 2034 - 400 400 Total Secured Debt - $3,808 $3,808 5.750% Unsecured Senior Notes due 2028 183 (183) - (6) 7.500% Unsecured Senior Notes due 2031 600 (600) - (6) 7.875% Unsecured Senior Notes due 2034 400 (400) - Finance Leases 41 - 41 Total Unsecured Debt $1,224 ($1,183) $41 Total Debt $1,224 $2,625 $3,849 Net Debt - 3,417 3,206 (7) Leverage Statistics LTM Q3’26 LTM Q3’26 CVI EBITDA 694 - 694 (5) (5) Plus: Target - 1,158 1,158 Plus: UAN Distributions to CVI 55 - 55 (5) Total EBITDA $749 $1,158 $1,907 Total Debt / EBITDA 1.6x - 2.0x Net Debt / EBITDA - - 1.7x Pro Forma Liquidity As of 9/30/2026 As of 9/30/2026 CVR Energy ABL Borrowing Base $550 $550 $1,100 Less: ABL Borrowings - (308) (308) Less: Letters of Credit (20) - (20) (+) Cash & Cash Equivalents 1,435 (792) 643 Total Liquidity $1,965 ($550) $1,415 1. Excludes $150mm of MPC inventory built for turnaround that will be drawn down prior to close. 2. Includes accrued and unpaid interest. 3. Illustrative, subject to change. 4. CVI cash balance as of 10/31/2026, excluding UAN cash. 5. 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 for the twelve months ended 9/30/26, adjusted to conform turnaround accounting to CVI's policy of capitalizing such costs; reflects MPC corporate allocations as reported (no add-back), includes reclassification and income tax add back. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 11 6. Will become secured on an equal and ratable basis with the TLB and new secured debt. 7. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix.
CONFIDENTIAL Refining Market Update
CONFIDENTIAL 1 2 3 4 5 6 Refining Market | Constructive Forward Outlook Research Views “Refiners should enjoy a new higher mid-cycle – the market overestimates “Near-term US refining margins have more than doubled since the start of the new capacity addition and underestimates disruption to existing capacity… the Iran conflict at end-February and now sit near levels last reached in 2022 and world falls short by one new fuel refinery annually.” 2023, two exceptional years for R&M company earnings… Looking ahead, we expect refining margins to stay elevated relative to history even as flows th - Broker #1, August 5 , 2026 begin to normalize, supported by tight current product inventories, stable demand trends, and facility damage.” th - Broker #1, August 5 , 2026 “Following the start of the conflict, refining margins set new records in March, exceeding 2022 levels across regions… More importantly even based on our assumption for gradual Strait of Hormuz reopening over 2Q26, we expect long- term implications for the market and 2027 refining margins remaining at above “US refined product inventories remain well below five-year ranges… the US mid-cycle levels.” refining system’s seeming inability to restock inventories, despite better than expected utilizations, given a significantly tight global supply/demand th - Broker #2, May 6 , 2026 balance for refined products.” st - Broker #3, August 31 , 2026 (1) U.S. Gross Refining Margin (2) (WTI 3-2-1 Crack Spread , $/bbl) $80 $60 $40 $20 $0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2026 YTD 2025 5-Yr Average 5-Yr Range Source: Wall Street Research, U.S. Energy Information Administration (EIA); Data as of 10/20/2026. 1. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 14 2. U.S. Gulf Coast products minus WTI Cushing; weekly average.
CONFIDENTIAL Refining Market | Supply-Demand Balances Remain Tight Structural tightness across the globe and in the U.S. has been created by continued rationalization (1) Overview Global Refining Capacity Additions and Closures (mbd) Continued rationalization of U.S. refining capacity 1 3 • Since COVID, ~1 mmbpd of U.S. supply has been decommissioned; with no greenfield expansion in a decade, the reduction is expected to be 2 permanent 1 § California down ~32% since 2019 (2,005 to 1,370 kbpd) after the PSX Los Angeles and VLO Benicia closures; LyondellBasell Houston 0 (2025) removed ~3% of regional capacity (1) 2 Demand remains resilient • U.S. and global demand continue to grow, with the U.S. now a critical (2) exporter of refined products and new pipelines moving Mid-Con barrels 2010 2012 2014 2016 2018 2020 2022 2024 2026E 2028E 2030E into short markets Additions Closures Net Additions (2) (3) (4) Incremental Demand Outpacing Capacity Growth U.S. Refining Capacity (Mbpd) and Utilization Rates (mbd) (%) (kbpd) 20 100% Incremental Supply (Net of Closures) Incremental Demand 19 4,000 90% 3,000 18 2,000 80% 17 1,000 70% 0 16 (1,000) 15 60% (2,000) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 (3,000) U.S. Refining Capacity U.S. Utilization Rates Source: Wall Street Research, U.S. Energy Information Administration (EIA). 1. Global refinery CDU capacity additions, closures and net additions; closures shown as negative. mb/d denotes million barrels per day. 2. Global incremental refining capacity (net of closures) and refined product demand (kbpd); 2026E–2029E reflect estimates. 3. U.S. operable crude oil distillation capacity, first reported week of each year; latest weekly print of 18.0 mb/d for the week ending 10/16/2026. 15 4. U.S. percent utilization of refinery operable capacity 2026 YTD through week ending 10/16/2026. 1997 2000 2003 2006 2009 2012 2015 2018 2021 2024 2027E
CONFIDENTIAL Refining Market | Tailwinds Remain for Constructive Margin Environment Compelling margin environment is supported by ongoing conflicts (1) Overview U.S. Gasoline + Diesel Days of Supply Days Compelling forward margins supported by supply / demand imbalances generated Current: 24.5 3 by ongoing limitations on global refining capacity 40 • Supply-demand fundamentals support a compelling margin environment: U.S. gross refining margins are materially above five-year averages, while net exports have 35 surged • In 2026, the Iran War and Ukrainian drone strikes on Russian refineries have cut global refinery runs by over 5mmbpd, with Russia’s refining capacity reduced by as 30 much as 60% over the summer • Outlook expected to remain compelling for at least the next 12–24 months 25 § Global conflicts are ongoing § Extended infrastructure repair and restart timeline expected once hostilities 20 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 (10/16/26) U.S. Gross Refining Margins U.S. Net Exports Surged to a Record ~6 mb/d (3) (2) (U.S. Crude Oil and Refined Product Net Exports , mmbpd) (WTI 3-2-1 Crack Spread , $/bbl) $80 8.0 6.0 $60 4.0 $40 2.0 0.0 $20 (2.0) $0 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 (10/16/26) (10/16/26) Source: Wall Street Research, U.S. Energy Information Administration (EIA), WoodMackenzie, Data as of 10/16/2026. 1. Gasoline plus distillate inventories divided by four-week average product supplied. 2. Crude oil and petroleum products; four-week average. 16 3. U.S. Gulf Coast products minus WTI Cushing; weekly average.
CONFIDENTIAL Refining Market | PADD II Refining Landscape (1) Overview Mid-Con Gasoline Margin $/bbl • Large supply region with advantaged crude oil access $60 § Diversified market with limited consolidation outside the top players § Proximity to the Bakken and Canada provides access to cost advantaged $40 feedstock supply (2) § 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. (3) $0 declines of 2% and 1% (1) § Mid-Con crack averaged ~$46/bbl in 2026 YTD vs. ~$25/bbl in 2025 ($20) • Differentials and RIN costs remain key variables 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 (4) (1) PADD II Gasoline + Diesel Days of Supply Mid-Con Diesel Margin Days $/bbl Current: 18.6 $125 30 $75 25 20 $25 15 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec ($25) 10/23/21 10/23/22 10/23/23 10/23/24 10/23/25 10/23/26 2026 YTD 2025 5-Yr Average 5-Yr Range Source: U.S. Energy Information Administration (EIA), Bloomberg, Company filings, Wall Street Research. 1. Mid-Con 87 conventional gasoline and Mid-Con ULSD, each less WTI Midland; daily, as of 10/23/2026. 2. WTI – WCS differential per Bloomberg, as of 10/16/2026. 3. Year-to-date 2026 average days of supply compared to year-to-date 2025 average. 17 4. PADD II month-end gasoline and distillate stocks divided by average daily product supplied; 2026 through July.
CONFIDENTIAL Refining Market | PADD II Refining Landscape (cont’d) PADD II Refineries by Capacity Overview Bakken Corporation Site Name Location Capacity (bpd) Formation Williston MAN & SPP ND 1 BP Whiting Whiting, IN 440,000 Basin Other Refineries MN 2 Flint Hills Pine Bend Saint Paul, MN 375,000 Mandan PADD II States (1) 3 Phillips 66 Wood River Wood River, IL 345,000 St. Paul Park 4 MPC Catlettsburg Catlettsburg, KY 307,000 SD WI 5 ExxonMobil Joliet Joliet, IL 267,000 6 MPC Robinson Robinson, IL 253,000 IA 7 Phillips 66 Ponca City Ponca City, OK 228,000 NE 8 Valero Memphis Memphis, TN 195,000 OH IN IL 9 CITGO Lemont Lemont, IL 183,000 CO MO KS 10 PBF Energy Toledo Toledo, OH 180,000 KY 11 Cenovus Lima Lima, OH 170,000 (Coffeyville) 12 Cenovus Toledo Toledo, OH 151,000 TN OK 13 MPC Detroit Detroit, MI 146,000 14 HF Sinclair El Dorado El Dorado, KS 135,000 (Wynnewood) 15 CVR Energy Coffeyville Coffeyville, KS 132,000 (2) PADD II Refineries by Company 16 HF Sinclair Tulsa Tulsa, OK 125,000 (kbpd) 17 CHS McPherson McPherson, KS 115,000 TX 1,000 18 CVR Energy St. Paul Park Saint Paul, MN 105,000 806 800 19 MPC Canton Canton, OH 100,000 573 600 20 Valero Ardmore Ardmore, OK 90,000 440 384 375 365 400 21 CVR Energy Wynnewood Wynnewood, OK 74,500 285 275 260 183 180 22 CVR Energy Mandan Mandan, ND 72,000 200 (3) Other 78,500 - (4) (5) (5) (5) (5) (5) Total 4,267,000 Pro Forma # of 4 2 1 4 1 3 2 1 2 1 1 refineries Combined Capacity: Source: Public company filings, Oil & Gas Journal, U.S. Energy Information Administration. 384 mbpd 1. Wood River is owned by WRB Refining LP. Phillips 66 acquired Cenovus's 50% interest; shown at 100%. 2. Comprises HF Sinclair's Tulsa East and Tulsa West facilities, which EIA reports separately. 3. Sites below 60,000 bpd: Superior, WI (Cenovus: 44,000 bpd) and Mount Vernon, IN (CountryMark: 38,000 bpd). 4. Represents Pro Forma MPC refining capacity. 18 5. Represents total throughput capacity as of latest annual company filing. Company does not disclose crude oil capacity by region.
CONFIDENTIAL Appendix
CONFIDENTIAL Company Overview
CONFIDENTIAL CVR Energy | Overview Overview Business Segments • CVR Energy (NYSE: CVI) is a diversified energy company with petroleum refining, marketing, and nitrogen fertilizer operations across the Mid-Con region East Dubuque, IL • Current refining assets include two high-complexity refineries in Coffeyville, KS and • Nitrogen Fertilizer Facility Wynnewood, OK with 206.5 mbpd of crude oil capacity, average NCI of ~10.8 and • Feedstock: Natural gas Coffeyville Refinery / Racks associated logistics assets Wynnewood Refinery / Racks • Benefits from attractive inland crude oil access, 100% exposure to Brent-WTI (8) UAN Nitrogen Fertilizer Facilities differentials and a high-value product slate with 97% liquid yield / 92% gasoline & Corporate Headquarters (1) distillate yield SD • Through its controlling ownership in CVR Partners, LP (NYSE: UAN), operates nitrogen fertilizer production facilities in Coffeyville, KS and East Dubuque, IL IA • Focused on operational excellence, safe and reliable operations, commercial NE optimization, disciplined capital allocation and profitable growth Coffeyville, KS IL • Petroleum Refinery MO (2)(3)(4)(5) 9M 2026A Consolidated Key Financial & Operational Metrics CO • Capacity: 132,000 bpd KS ($ in mm) $878 Coffeyville, KS $828 • Nitrogen Fertilizer Facility $800 • Feedstock: Pet Coke OK AR $878 $400 $828 Wynnewood, OK - • Petroleum Refinery TX Adj. EBITDA FCF • 74,500 bpd Houston 9M 2026A (6) Total Throughput (bpd) 218,339 (7) Crude Utilization (%) 100.1% Consolidated Capex Spend ($ in mm) $152 1. Based on total throughputs; for twelve months ended September 30, 2026. 2. 2023A and 2025A reflect Coffeyville turnaround activity; 2024A reflects Wynnewood turnaround activity. 3. CVI periodically engages in crack spread hedging activity which can result in non-recurring impacts to earnings. 4. Free cash flow defined as net cash provided by operating activities less capital expenditures. 5. Adjusted EBITDA represents fully consolidated CVI EBITDA. Adjusted EBITDA and Free Cash Flow are non-GAAP measures. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 6. Total gathered crude oil, Other Domestic and Canadian. 7. Total Gathered Crude Oil, Other Domestic and Canadian throughput (collectively, “Total Crude Oil Throughput”) divided by consolidated crude oil throughput capacity of 206,500 bpd. 21 8. Operated by unrestricted subsidiaries of new secured debt.
CONFIDENTIAL CVR Energy | Petroleum Segment Overview Refining Assets • Nameplate crude oil capacity of 206,500 bpd across two refineries with an Wynnewood, OK Coffeyville, KS average NCI of 10.8 • 74,500 bpd • Capacity: 132,000 bpd • Strategically located in Group 3 of PADD II • NCI: ~10.5 • NCI: ~11.0 • Attractive crude oil sourcing through proprietary gathering systems, • Historically eligible for Small • Direct access to Mid-Con crude proximity to Cushing crude oil hub and Canadian crude oil access Refinery Exemptions (SREs) oil supply • Extensive pipeline, rack and rail infrastructure supports product placement • Increasing jet fuel production flexibility and rail-out optionality • New refined product pipeline capacity recently placed in service to provide additional outlet from Group 3 to Denver. (3) • Generated LTM Adjusted EBITDA as of 9/30/2026 of $694mm • Wynnewood has received full or partial SRE waivers for 2017-2025 Denver Topeka Kansas City KS Key Operational Highlights Wichita • 91% average refinery utilization over the past five years, including turnaround OK periods • Attractive crude oil slate with over 50% of crude oil throughput sourced Little Rock through proprietary gathering systems • Access to attractive Western Canadian Select crude oil, with ~15,000 bpd El Paso Dallas/FW processed at Coffeyville YTD 2026 (through 9/30/2026) Odessa • High-conversion refineries with 97% liquid yield and peer-leading 42% distillate yield Houston Feedstock & Product Yield Profile Other 2% Other Liquid 4% Other Domestic Distillate 38% 42% Coffeyville Refinery / Racks Total Total Wynnewood Refinery / Racks (1) (2) Throughputs Production Gathered Third-Party Owned and Operated ~227,600 ~226,000 Marketing Facility Crude Oil Canadian bpd bpd 5% 51% Third-Party Terminals Gasoline Other 52% Third-Party Refined Product Pipelines 6% Corporate Headquarters 1. Based on total throughputs for the twelve months ending September 30, 2026. Other includes natural gasoline, isobutane, normal butane and gas oil. 2. Based on total production for the twelve months ended September 30, 2026. Other includes pet coke, NGLs, slurry, sulfur and gas oil, and specialty products such as propylene and solvents; excludes internally produced fuels. 22 3. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix.
CONFIDENTIAL CVR Energy | Nitrogen Fertilizer Segment Overview Fertilizer Assets • Strategically located facilities serving Southern Plains and Corn Belt regions Company-Owned Nitrogen Fertilizer Facilities Union Pacific, BNSF and shared lines • Integrated logistics network supports efficient distribution and netback East Dubuque Facility Marketing Area optimization – Coffeyville rail connection provides access to most regions of the United States; majority of East Dubuque production sold locally via truck • High downstream conversion capability allows efficient upgrading of ammonia into higher valued products, primarily UAN • Diversified feedstock capabilities optimize economics across pet coke and natural gas • ~88% of sales are to the Agricultural Industry, insulating the business from IL more volatile industrial markets KS • Coffeyville recently secured certification classifying ammonia production as low-carbon and currently exploring opportunities to market low carbon ammonia in the United States (4) • Generated LTM Adjusted EBITDA as of 9/30/2026 of $225mm , with total net cash distributions to CVI of $55mm Coffeyville, KS • CVI ownership in UAN presents additional alternatives as refining business • Feedstock: Pet Coke grows • Distribution methods: rail East Dubuque, IL & trucks • Feedstock: Natural gas Key Operational Statistics • Production Capacity: • Distribution methods: truck, (1) (1)(2) Consolidated Feedstock Costs Consolidated Product Revenue § Ammonia: 1,300 rail & barge tons per day Urea Products • Production Capacity: 6% § UAN: 3,100 tons per § Ammonia: 1,075 tons per day day § UAN: 950 tons per day Hydrogen 7% Natural UAN Ammonia Gas 66% 28% 61% (3) TTM Ammonia / UAN Production Volumes Pet Coke 32% 2,052 / 3,123 Tons per day (Consolidated) Note: CVR Energy’s Nitrogen Fertilizer Segment is operated in an unrestricted subsidiary and will not be part of the credit for the debt financing. 1. For the twelve months ended September 30, 2026. 2. Excludes freight and other. 3. Based on production for the twelve months ended September 30, 2026. 23 4. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix.
CONFIDENTIAL CVR Energy | Recent Performance Update Refining market conditions have improved significantly in 2026 following the onset of the war in Iran and the ongoing conflicts in Ukraine and Russia Refining • The closures of the Strait of Hormuz have driven increased volatility across crude oil and refined product markets, while the continued attacks on Russian refineries by Ukraine have reduced available global refined product supply, particularly for Market diesel Update • While the timelines for normalizing flows through the Strait of Hormuz and repairing damaged refineries remain unknown, most industry experts believe refining market conditions could remain above mid-cycle levels through 2027 Strengthen CVI’s balance sheet through the following initiatives: 1) Capitalize on above mid-cycle cash flow generation to reduce leverage post-closing of the acquisition, with financial policy targeting approximately 2.0x through-the-cycle leverage Corporate 2) Explore opportunities to expand the newly acquired wholesale marketing business south toward the existing refining footprint Strategy 3) Continue to focus on margin capture improvements in the existing refining asset base through optimizing crude oil slates and refined product placement 4) Provide a compelling cash return to shareholders through a combination of dividends and potentially share buybacks Continue exploring ways to optimize CVI operations through ongoing review and analysis Operational • Execute significant refinery turnaround operations during periods when the opportunity-cost is typically seasonally lowest Efficiencies & • Seek to position the refineries to operate efficiently in conditions of improved market fundamentals and focus on safe, Safety reliable operations in an environmentally responsible manner 24
CONFIDENTIAL Pro Forma Organizational Structure Legend New $1,500mm Term Loan B Petroleum Issuer / Borrower Segment New $1,000mm Other Secured Icahn Debt Nitrogen Fertilizer Guarantor (6) Enterprises Segment Public L.P. & Existing $600mm 7.500% Senior Affiliates Outstanding Debt Secured Notes due 2031 (7) 43.5% 56.5% Existing $400mm 7.875% Senior Secured Notes due 2034 CVR Energy, Inc. NYSE: CVI CVR GP, LLC (2) $1,100mm ABL Facility Public (3) N-E GP Interest 2.6 % 60.6 % CVR Partners, LP $50mm ABL 36.8 % (6) Other Petroleum Segment Facility NYSE: UAN Subsidiaries Subsidiaries Nitrogen Fertilizer $550mm 6.125% Segment Senior Secured (6) Notes due 2028 Subsidiaries Coffeyville Wynnewood St Paul Park Mandan Refinery Refinery Refinery Refinery Dated: November 6, 2026. 1. Ownership is 100% unless otherwise noted and may be indirect, with intervening subsidiaries removed for simplicity. 2. The proposed $1,100 million ABL Facility is not guaranteed by CVR Energy, Inc. The Administrative Borrower is CVR CHC, LP. 3. N-E GP Interest = Non-Economic General Partner Interest. 4. Wynnewood Insurance Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP, and each of their respective subsidiaries and CHC GP, LLC, RHC GP, LLC and FHC, GP, LLC, will not provide any guarantees with respect to the new senior notes. 5. Intervening entities may exist and are omitted for simplicity. 6. Unrestricted subsidiaries of the TLB, new secured debt, 2031 Notes + 2034 Notes. 25 7. Includes 14,989,694 shares of equity securities issued to a commercial counterparty to finance the Acquisition.
CONFIDENTIAL Acquisition Overview
CONFIDENTIAL Integrated Refining and Marketing Platform | Refining Highlights St. Paul Park, MN Mandan, ND 105 mbpd | 8.3 NCI 72 mbpd | ~6.9 NCI 101% ~72% 93% ~83% ~80% ~94% Avg. Crude Utilization Avg. Margin Capture Avg. Crude Utilization Avg. Margin Capture Clean Product Yield Clean Product Yield (1) (2) (1) (2023A – 2025A) (2023A – 2025A) (2023A – 2025A) (2023A – 2025A) Adj. EBITDA ($mm) Adj. EBITDA ($mm) One of only two refineries in Minnesota, primarily serving the Only refinery in North Dakota, serving key demand centers across Minneapolis-St. Paul demand center North Dakota and Minnesota Direct access to gathered Bakken crude via the High Plains Pipeline Processes Canadian and Bakken crude supplied via 17% Minnesota System Pipeline interest and Clearbrook hub position Rail loading provides access to premium U.S. gasoline, diesel and jet Mississippi River access and high-value asphalt production fuel markets • Lower margin environment relative to historical mid -cycle Received partial (50%) SRE waivers 2023-2025 § Average 2024 / 2025 crack spreads of $26.11 / bbl and $28.32 / bbl vs. 10-year (6) and 5-year averages of $29.44 / bbl and $33.49 / bbl (5) Indicative Mid-Cycle Analysis • Operating performance impacted by turnaround cycle ’26 St. Paul Park Major Turnaround $1,500 $1,300 • Refinery Downtime: ’24 Mandan Major Turnaround Target Adjusted $1,158 9/1 – 10/18 • Refinery downtime: 58 days $1,200 $990 EBITDA / bbl of • ~9 mbpd of decreased $800 throughput $8.27, compared $900 $644 to MPC Mid-Con of $1,158 $1,300 $600 $391 (4) $990 $5.78 $800 $300 501 $84 - 2024A 2025A LTM Indicative EBITDA Indicative EBITDA Indicative EBITDA (3) (3) @ 10-Yr. Hist. @ 5-Yr. Hist. @ 2027 Forward Strip Adjusted EBITDA EBITDA Two Complementary, Well-Maintained Refineries with Advantaged Crude Access and Strong Margin Capture Source: Company filings and materials. Utilization and margin capture reflect 2023A – 2025A averages. 1. Ave rage margin capt ure calculat ed as gros s margin pe r barre l divide d by Group 3 3-2- 1 crack spre ad. 2. 2024A re fle ct s Mandan m ajo r t urnaro und. 3. Non- GAAP m e as ure s are re co ncile d t o t he ne are s t GAAP m e as ure in t he appe ndix. 4. Target EBITDA per barrel based on illustrative analysis and 10-Yr historical average Group 3 3-2-1 Crack Spread. Adjusted EBITDA / bbl represents average of 2024A and 2025A. 5. Indicative Mid-Cycle EBITDA amounts are not projections of the EBITDA that the Target assets will achieve in any given period fo llowing the acquisition or of CVI's performance in any future period but are simply calculations based on the inputs indicate d. Future EBITDA performance could 27 vary materially. 6. Average of Group 3 3 -2-1 and Group 3 2 -1-1 crack spreads.
CONFIDENTIAL Integrated Refining and Marketing Platform | Charges & Yield St. Paul Park Crude Oil Charge Product Yield Total Throughput: 111,657 bpd Total Production: 108,574 bpd Other Gasoline 3% 49% Light Crude Other 72% Jet / 1% Heavy Crude Kerosene 25% 4% ULSD Asphalt 30% 14% LPG 2% Mandan Crude Oil Charge Product Yield Total Throughput: 74,678 bpd Total Production: 71,431 bpd LPG Other 2% 4% Slurry ULSD 2% 37% Jet Fuel 4% Light Crude Gasoline 96% 55% 28
CONFIDENTIAL Integrated Refining and Marketing Platform | Logistics and Marketing 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 Mandan 353 Minnesota Pipeline St. Paul Park: 94 Magellan open-stock 59 32 (17%) – Canadian tanks / 3.0 mmbbls St. Paul Park 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 10 customers contribute approximately 50% of barge access 600 mbbls capacity river dock light product sales volumes (3) Marketing expected to contribute ~$4.5/bbl in margin uplift (’24A – ’25A) to integrated platform Note: Storage capacities preliminary and subject to confirmation. 1. Site count as of May 31, 2026. 2. Gasoline and diesel volumes; FY2023A – FY2025A average. 3. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day 29 average prices.
CONFIDENTIAL Key Credit Highlights
CONFIDENTIAL CVI Credit Highlights 1 • Total crude oil processing capacity of ~384 mbpd located in strong demand geographies Significant Scale and th (1) th • 6 largest independent U.S. refiner and 4 largest refiner in PADD II Diversification across • Exposure to northern PADD II expands CVI's geographic footprint into strong distribution areas with supportive demand-supply fundamentals while Northern and Southern accessing cost-advantaged crude oil and diversified marketing channels PADD II (2) • LTM Q3’26 EBITDA of ~$1.9bn , among the largest of the Sub-IG refiners 2 • Well-operated, complex platform that provides significant operating flexibility and enhanced margin capture opportunities High-Quality, Complex • Advantaged access to crude oil supply and a differentiated product yield that drives strong margin realization System with Integrated § 100% exposure to Brent-WTI differentials, with access to Bakken crude oil and access to Canadian imports Marketing Platform that (3) (4) § 97% liquid / 92% gasoline & distillate yield at Mid-Con refineries; ~93% / ~80% clean yield at Mandan / St. Paul Park Provides Enhanced • Integrated wholesale marketing platform with up to 590 branded locations; high blending capacity reduces RIN exposure Margin Opportunity (5) § Marketing platform expected to contribute ~$4.5/ bbl in margin uplift (’24A – ’25A) to integrated system 3 (6) • Consistent, reliable operations – 98% utilization at St. Paul Park and Mandan (2023-2025); 91% five-year average at CVI's Mid-Con refineries • Rigorous capital and turnaround program (~$120mm/yr at St. Paul Park and Mandan, 2023-2025); next Mid-Con turnaround in 2H27 Strong Operating Track Record with Focus on • Safety is CVI's first priority – If it's not safe, then we don't do it ; EH&S metrics drive 25% of annual bonus measures (7) § Safe, Reliable Operations Employee TRIR of 0.8 in 2024, 58% below 2017 baseline ; Tier 1 process safety event rate down 25%; recordable injuries down 20% vs. 2023 § 2024 Wynnewood turnaround (~1,000 contractors) completed with zero contractor recordable injuries or illnesses 4 • Constructive margin environment – Group 3 2-1-1 crack spreads averaged $68.64/bbl in 3Q26 vs. $26.16/bbl in 3Q25, with conflicts in Ukraine and Iran taking 7-8% of global refining capacity offline (highest in four decades ex-COVID) Constructive Refining • Elevated margins expected to continue for the next 12 - 24 months, with cracks above mid-cycle levels expected well into 2027 Fundamentals Support • Structural changes support higher earnings power – U.S. capacity down 950+ mbpd since 2020; global net additions slowing Through-the-Cycle Cash Flow • Mid-Con days of supply for gasoline and distillate continue to trend better than the U.S. average • Diversified, high-complexity system positioned to generate free cash flow through a reversion to mid-cycle margins as supply disruptions resolve 5 (2) • Opening leverage of ~2.0x total debt / LTM Q3’26 EBITDA Modest leverage and • Inclusion of pre-payable debt allows management the flexibility to accelerate future de-leveraging Robust FCF • Financial policy targets maintaining approximately 2.0x through-the-cycle leverage 6 • Seasoned leadership team with deep refining operations, commercial, legal and finance experience Experienced • Dane Neumann, President & CEO - 15+ years in refining; CVI's EVP & CFO from 2021 until promoted to CEO in June 2026 Management Team • Michael Wright, EVP & COO - ~35 years in refining operations, capital projects and crude oil supply; former senior roles at HollyFrontier • Direct familiarity with St. Paul Park - leaders previously at Northern Tier Energy, Western Refining and Andeavor, the refinery's former owners Source: CVR Energy 2024 ESG Report, EIA, Wall Street Research. 1. Excludes integrated and diversified companies. 2. EBITDA defined as CVI Refining EBITDA plus Target EBITDA and UAN Distributions to CVI; estimates exclude Synergies. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 3. Based on total throughputs; for twelve months ended September 30, 2026. 4. Gasoline, Diesel and Jet as a % of total throughput (2025A). 5. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day average prices. 31 6. Five years ended September 30, 2026 (Q3’21–Q3’26), including turnarounds. 7. Employee total recordable incident rate (TRIR) and Tier 1 process safety event rate vs. 2017 baseline.
CONFIDENTIAL 1 2 3 4 5 6 Significant Scale and Diversification across Northern and Southern PADD II Overview Pro Forma CVI • ~384 mbpd of crude oil capacity across four refineries located in strong demand markets th (1) th • 6 largest independent U.S. refiner and 4 largest refiner in PADD II • Exposure to northern PADD II expands CVI's geographic footprint into strong th regions with supportive demand-supply fundamentals while accessing 384 mbpd 4 cost-advantaged crude oil and diversified marketing channels 9.4 (2) • ~$1.9bn LTM Q3’26 Adj. EBITDA , among the largest of the high yield refiners PADD II crude oil largest refiner in (3) combined NCI capacity PADD II • Competitive margin profile including ~$4.5/bbl of marketing margin uplift (4) (’24A–’25A) from target system (5) (7) Total Throughput & Product Mix (2025A) Target & MPC Mid-Con Adjusted EBITDA / Barrel Comparison Total Throughput Total Production Target outperforms the broader MPC Mid-Con consolidated assets, which include assets in less desirable markets ($ / bbl) 181,988 bpd 368,323 bpd 179,490 bpd 359,495 bpd $10 10% 8% 12% 15% $8.27 7% $8 41% 37% $5.78 $6 85% 83% $4 51% 51% $2 - Status Quo Pro Forma Status Quo Pro Forma Target MPC Midcontinent Light Sweet Heavy Other⁽⁶⁾ Gasoline Distillate Other⁽⁶⁾ 1. Excludes integrated and diversified companies. 2. Adj. EBITDA defined as CVI Refining EBITDA plus Target EBITDA and UAN Distributions to CVI; estimates exclude Synergies. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 3. Nameplate crude oil capacity-weighted average of refinery Nelson Complexity Index; Coffeyville and Wynnewood per CVI estimates, St. Paul Park and Mandan per MPC. 4. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day average prices. 5. Based on total throughput and production for the year ended December 31, 2025; Pro Forma is the sum of CVI, St. Paul Park and Mandan. 6. Other throughput includes condensate and other feedstocks (Status Quo includes <1% heavy crude); other production includes pet coke, NGLs, asphalt, sulfur and specialty products. 32 7. Adjusted EBITDA / bbl represents average of 2024A and 2025A.
CONFIDENTIAL 1 2 3 4 5 6 High-Quality, Complex System with Integrated Marketing Platform (1) Overview Sub-IG Peer NCI 12.8 (1) • Complex platform – system-wide NCI of ~9.4 , similar to sub-IG peer average of ~10.0 9.6 9.4 • Complementary configurations add flexibility 7.5 § Coffeyville / Wynnewood: 206.5 mbpd, ~10.8 avg. NCI § St. Paul Park: 105 mbpd, ~8.3 NCI; runs heavy sour § Mandan: 72 mbpd, ~6.9 NCI; Bakken-optimized (2) • High, consistent utilization – 89% pro forma vs. 81%–95% for sub-IG peers (2025A) • Enhanced crude oil slate flexibility – Wynnewood renewable diesel unit reverted to hydrocarbon processing Pro Forma Crude Oil Access and Product Yield Integrated Marketing Platform • Inland crude oil slate with 100% exposure to Brent-WTI differentials • Up to 590 branded locations across key Upper Midwest markets • Diversified route-to-market via branded retail, unbranded wholesale • Access to Bakken crude oil and Canadian imports, complementing and commercial channels, plus local rack sales proprietary Mid-Con gathering • High blending capacity reduces exposure to volatile RIN compliance costs Refinery Product Yield Branded locations by state (# / % of total) (3) Coffeyville / Wynnewood 97% liquid yield / 92% gasoline & distillate yield MN ND WI SD IA ~80% clean product yield; remainder primarily high-value St. Paul Park 353 127 59 32 14 asphalt Mandan ~93% clean product yield; Bakken-optimized configuration 60% 22% 10% 6% 2% Integrated Platform Supports Advantaged Crude Sourcing and Flexible, Premium Product Placement (4) and is expected to contribute ~$4.5/bbl in margin uplift 1. Nameplate crude oil capacity-weighted average of refinery Nelson Complexity Index; Coffeyville and Wynnewood per CVI estimates, St. Paul Park and Mandan per MPC; CVI Pro Forma includes St. Paul Park and Mandan. 2. CVI Pro Forma reflects crude capacity-weighted utilization of CVI's existing refineries, St. Paul Park and Mandan for 2025. 3. Twelve months ended September 30, 2026. 4. Acquired business only. Reflects average of Branded & Unbranded volumes and D6 RIN generation for 2024-2025, per management estimates. Branded and Unbranded margins reflect 2024–2025 volume-weighted premiums to 33 Argus Group 3 for SPP and MAN gasoline and distillate sales; gasoline benchmark assumes 10% ethanol. D6 RIN pricing reflects last 30-day average prices.
CONFIDENTIAL 1 2 3 4 5 6 Moderate Leverage and Robust EBITDA Inclusion of pre-payable debt LTM LEVERAGE as of 9/30/2026 allows management the flexibility to accelerate future de-leveraging ~2.0x via opportunistic debt repayment (1) (2) LTM PF Q3’26 Adj. EBITDA PF DEBT SERVICE COVERAGE ~$1,907mm >8.0x Note: Debt balances as of 9/30/2026, pro forma for the transactions. 1. Adj. EBITDA defined as CVI Refining EBITDA plus Target EBITDA and UAN Distributions to CVI; estimates exclude Synergies. Non-GAAP measures are reconciled to the nearest GAAP measure in the appendix. 34 2. As of September 30, 2026; defined as LTM EBITDA as of 9/30/2026 / (Interest Expense + Mandatory Amortization).
CONFIDENTIAL 1 2 3 4 5 6 Experienced Management Team Experienced management team with 90+ years of combined industry experience and a deep downstream pedigree Executive Management Dane Neumann President & Chief Executive Officer President & CEO since June 2026; previously EVP & CFO from 2021 and with CVI since 2018. 15+ years in refining and petrochemicals, with prior roles at Andeavor (Tesoro), Western Refining and Northern Tier Energy Richard Roberts, Jr. Interim CFO; VP, FP&A and Investor Relations Interim CFO since June 2026; VP, FP&A and IR since 2022; joined CVI in 2019. 15+ years in energy and refining, including 10+ years in equity research covering independent refiners Michael Wright, Jr. EVP & Chief Operating Officer EVP & COO since January 2022; joined CVI in 2019. ~35 years in refining and petrochemicals across refinery operations, capital projects and crude oil supply, with prior senior roles at HollyFrontier and Solomon Associates Melissa Buhrig EVP & Chief Legal Officer EVP & Chief Legal Officer since 2018. 25+ years of legal and energy experience, with prior senior roles at Delek US, Western Refining and Northern Tier Energy Connie Iannello VP & Treasurer Joined CVI in 2015; responsible for treasury, credit, financial reporting and corporate finance. 30+ years of finance and operations experience, including 15+ years in energy and refining; prior roles at Halliburton and Global Oilfield Services Source: Company materials. 35
CONFIDENTIAL Term Sheet and Timeline
CONFIDENTIAL Summary of Proposed Terms New Senior Secured Term Loan B Borrowers CVR Energy, Inc. (the “Borrower”) Guarantors Same as existing senior notes and all the Borrowers/loan parties under ABL Ranking Pari Passu with all existing and future senior indebtedness and senior to all subordinated indebtedness Secured by (i) a perfected first priority security interest in substantially all assets of the Borrower and Guarantors to the extent not Security constituting ABL Priority Collateral and (ii) a perfected second priority security interest in all ABL Priority Collateral, subject to a crossing liens intercreditor in respect of the ABL Priority Collateral and a pari passu intercreditor in respect of other secured debt Together with cash on hand and proceeds from other financings, to fund the purchase price of the St. Paul Park and Mandan assets from Use of Proceeds MPC, address all of the Issuer’s outstanding 2028 Notes and pay related fees and expenses Facility Senior Secured Term Loan B (“TLB”) Size $1.5 billion Tenor 7-year ABL Facility Basket Greater of (i) $1,100mm and (ii) the borrowing base then in effect Mandatory Amortization 1.00% per annum, paid quarterly • Restricted Payments capacity limited until $500 million of funded indebtedness is repaid, with the exception of (i) the General Restricted Payments Basket and (ii) a $0.10/share quarterly dividend, after which: Restricted Payments§ Ratio Restricted Payments subject to Total Net Leverage ≤ 1.50x, subject to no Event of Default • General Restricted Payments: Greater of (i) $150mm and (ii) an equivalent percentage of pro forma Consolidated Net Tangible Assets (“CNTA”) Quarterly sweep with below leverage-based tiers: • Secured Net Leverage Ratio > 3.00x: 50% Excess Cash Flow Sweep • Secured Net Leverage Ratio < 3.00x: 25% • Secured Net Leverage Ratio < 2.50x: 0% Other Mandatory Usual and customary for facilities of this type, including a 100% asset sale sweep, subject to customary exclusions, thresholds, and Prepayments reinvestment rights Affirmative Covenants Usual and customary for facilities of this type Incremental Term Debt • Free & Clear Basket: Greater of (i) 100% EBITDA and (ii) $1.3bn Facilities • Ratio Incremental Facilities subject to Total Net Leverage < 3.00x Usual and customary for a facility of this kind, including limitations on (i) Indebtedness, (ii) Liens, (iii) Restricted Payments, (iv) Restricted Debt Payments, and (v) Investments; select baskets: • Available Amount: $600mm starter, growing with retained Excess Cash Flow, Declined Proceeds, and other customary growers Other Negative Covenants • Ratio Investments subject to Total Net Leverage ≤ 1.50x, subject to no Event of Default • Ratio Unsecured Indebtedness subject to FCCR > 1.75x, subject to no Event of Default • General Debt & Liens: Greater of (i) $240mm and (ii) an equivalent percentage of pro forma CNTA • General Investments: Greater of (i) $150mm and (ii) an equivalent percentage of pro forma CNTA 37
CONFIDENTIAL Transaction Timeline November 2026 M T W T F 2 3 4 5 6 9 10 11 12 13 16 17 18 19 20 23 24 25 26 27 30 Key Transaction Date US Bank Holiday Key Dates: Event th November 9 • Global Lender Call at 11:00am ET • Commitments due at 12:00pm ET th November 19 • Price & allocate Thereafter • Close Transaction (targeted before the end of 2026) 38
Non-GAAP Reconciliations
CONFIDENTIAL Non-GAAP Reconciliation | Reconciliation of Target Net Income to Target Adjusted EBITDA $ in Millions EBITDA to Adjusted EBITDA Bridge 2024A Target 2025A Target Carve-Out Net Income ($27) $289 Depreciation and Amortization 117 111 Top Side Entry Impacting Net Income 2 - (1) Income Tax Expense (8) 101 EBITDA $84 $501 (2) Inventory Accounting Adjustment (22) 63 (3) Revenue Amortization True-Up (3) (3) (4) Credit Card Processing Fees 3 3 (5) Turnaround Costs 220 31 Replace Equity Income with Cash Dividends 8 4 (6) Ethanol Tanker Fire - 3 Corporate Allocations 39 49 RINs Adjustment 28 (44) Asphalt Terminal 26 25 Personnel Expense 13 17 Other Perimeter Adjustments - Intercompany (5) (4) Adjusted EBITDA $391 $644 1. Adjustment reflects an estimate of the portion of MPC’s income tax provision attributable to the SPP and Mandan refineries. 2. The Company records its inventory on a FIFO basis, while the Target Asset inventory was recorded on a LIFO basis. The adjustment (i) records the Target Asset inventory on a FIFO basis to be consistent with the Company’s accounting practices, and (ii) replaces the reported change in LIFO inventory with a change in inventory valued at current costs, which assumes a quarterly market average pricing for inventory and cost of sales during the period, in order to remove accounting-driven inventory effects and align cost of sales with current period economics. 3. Adjustment reflects the full removal of customer intangible asset amortization that MPC includes in its financial statements, which the Company does not include in its financial statements. The adjustment eliminates allocated amortization to align the expense with dedicated intangible assets included on the Company’s balance sheet. 4. Adjustment excludes credit card processing fees and expenses related to MPC’s centralized credit card processing program for certain customers, which will be determined on a different basis by the Company. 5. Adjustment excludes turnaround costs. Turnaround activities primarily relate to major planned maintenance events, including refinery unit inspections, catalyst replacements, and equipment overhauls, which occur periodically and are distinct from routine, ongoing maintenance activities. This amount reflects $192 million related to the Mandan refinery and $28 million related to the St. Paul Park refinery. 40 6. Adjustment reflects the additional costs associated with the ethanol tanker fire at the St. Paul Park refinery in 2025.
CONFIDENTIAL Non-GAAP Reconciliation | Reconciliation of Target Net Income to Target Adjusted EBITDA $ in Millions EBITDA to Adjusted EBITDA Bridge 2024A Target 2025A Target Carve-Out Net Income ($27) $289 Depreciation and Amortization 117 111 Top Side Entry Impacting Net Income 2 - Income Tax Expense (8) 101 EBITDA $84 $501 Inventory Accounting Adjustment (22) 63 Revenue Amortization True-Up (3) (3) Credit Card Processing Fees 3 3 Turnaround Costs 220 31 (1) Replace Equity Income with Cash Dividends 8 4 Ethanol Tanker Fire - 3 (2) Corporate Allocations 39 49 (3) RINs Adjustment 28 (44) Asphalt Terminal 26 25 Personnel Expense 13 17 Other Perimeter Adjustments - Intercompany (5) (4) Adjusted EBITDA $391 $644 1. The adjustment replaces equity income from the Company’s 17% interest in Minnesota Pipe Line Company (MPL), accounted for under the equity method, with cash dividends received during the period (identified through balance-sheet movements), consistent with the expected treatment on a go-forward basis. The adjustment aligns earnings with actual cash distributions received from MPL and removes non-cash equity income previously recognized. 2. Reflects that the Target Asset operations are currently supported by a shared service infrastructure with Mpc, including certain operational personnel and back-office functions, such as IT, that will not be included in the Target Assets’ operations on a go-forward basis. The historical combined financial statements of the Target Assets reflect historical corporate allocations provided by MPC that the Company believes are in excess of the corporate costs directly attributable to the Mandan and St. Paul Park refineries and are not representative of the costs required to operate the Target Assets once acquired by the Company. 3. RINs, compliance credits under the Renewable Fuel Standard (“RFS”), are generated when renewable fuel is produced or imported. RINs are managed at a MPC-level rather than on a plant basis. Adjustment (i) removes income allocated to the Target from corporate RIN sales of ($9) million and ($14) million in 2024 and 2025, respectively, (ii) removes true-up costs allocated to the Target of $9 million and $8 million in 2024 and 2025, respectively, (iii) recalculates the Target’s net obligations using the final annual percentage standards published by the EPA and Oil Price Information Service (“OPIS”) RIN pricing, thus removing the corporate-allocated RINs generated and derives per ethanol gallon blended and certain assumptions for biodiesel RIN generation of $31 million and $3 million in 2024 and 2025, respectively, and (iv) reflects the income from excess D6 RINs generated, assuming those excess RINs are sold in the same period using the same OPIS pricing applied in the expense calculation of $10 million and $17 million in 2024 and 2025, respectively. 41
CONFIDENTIAL Non-GAAP Reconciliation | Reconciliation of Target Net Income to Target Adjusted EBITDA $ in Millions EBITDA to Adjusted EBITDA Bridge 2024A Target 2025A Target Carve-Out Net Income ($27) $289 Depreciation and Amortization 117 111 Top Side Entry Impacting Net Income 2 - Income Tax Expense (8) 101 EBITDA $84 $501 Inventory Accounting Adjustment (22) 63 Revenue Amortization True-Up (3) (3) Credit Card Processing Fees 3 3 Turnaround Costs 220 31 Replace Equity Income with Cash Dividends 8 4 Ethanol Tanker Fire - 3 Corporate Allocations Considerations 39 49 RINs Adjustment 28 (44) (1) Asphalt Terminal Considerations 26 25 (2) Personnel Expense Considerations 13 17 (3) Other Perimeter Adjustments - Intercompany (5) (4) Adjusted EBITDA $391 $644 1. Adjustment reflects the assumption that asphalt production at the St. Paul Park refinery would be sold to a third-party on a stand-alone basis as well as the benefit of the asphalt production business. 2. Adjustment relates to historical personnel related expense true-ups for (i) bonus expenses of $7 million and $7 million in 2024 and 2025, respectively, (ii) share-based compensation of $6 million and $7 million in 2024 and 2025, respectively, and (iii) payroll burden expenses of $3 million in 2025, as any share-based compensation, corporate allocated bonus expense and additional burden expense will be determined by the Company following the acquisition and may not reflect historical practices for allocating compensation expense to the Target Assets. 3. Reflects certain additional adjustments, including the removal of intercompany sales, lease agreements and expense, intercompany reimbursements and intercompany charges that are not related to the Target Assets. 42
CONFIDENTIAL Non-GAAP Reconciliation | Pro Forma Adjusted EBITDA Bridge Nine Months Ended $ in Millions September 30, 2026 Target Before Target as (5) 9/30/2026 YTD EBITDA Reconciliation Reclassification CVR Pro Forma Total Reclassification Reclassified (1) Net Income $697 $71 $768 $449 $1,217 (+) Interest Expense - - - 105 105 (2) (+) Income Tax 246 23 269 122 391 (+) Depreciation and Amortization 69 - 69 237 306 YTD PF EBITDA $1,012 $94 $1,106 $913 $2,019 (3) (-) Changes in RFS Obligation - - - (190) (190) (+) Unrealized Loss on Derivatives - - - 278 278 (4) (-) Inventory Valuation Impacts - - - (173) (173) YTD PF Adjusted EBITDA $1,012 $94 $1,106 $828 $1,934 Twelve Months Ended $ in Millions September 30, 2026 Target Before Target as (5) 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 (3) (-) Changes in RFS Obligation - - - (181) (181) (+) Unrealized Loss on Derivatives - - - 268 268 (4) (-) Inventory Valuation Impacts - - - (134) (134) (+) Other Non-Cash Adjustments - - - 2 2 LTM PF Adjusted EBITDA $1,063 $95 $1,158 $919 $2,077 1. Net income has been adjusted to reflect the accounting policy change to conform the Targets' 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 Targets’ accounting for turnaround costs to CVR Energy's policy of capitalizing such costs. 3. Changes in the RFS liability include adjustments to reflect the CVR August 2026 SRE Decision and the CVR August 2025 SRE Decision in the amounts 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. 4. CVR’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 43 period and at the end of the accounting period. 5. Reflects the combination of CVR and the Target and does not give effect to purchase accounting adjustments, financing transactions and transaction costs.
CONFIDENTIAL Non-GAAP Reconciliation | CVI & UAN Adjusted EBITDA Bridge $ in Millions CVI EBITDA Reconciliation 2024A 9M2025A 2025A 9M2026A LTM (1) Net Income 45 206 90 449 333 (+) Interest Expense 77 79 108 105 134 (2) (+) Income Tax (26) (3) (10) 122 115 (+) Depreciation and Amortization 298 258 403 237 382 EBITDA 394 540 591 913 964 (3) (+) Changes in RFS Obligation, (Favorable) (89) (271) (262) (190) (181) (+) Unrealized Loss on Derivatives, Net 22 6 (4) 278 268 (+) Inventory Valuation Impacts, (Favorable) 14 27 66 (173) (134) (4) Unfavorable (+) Gain on Sale of Equity Method Investment (24) - - - - (+) Other Non-Cash Adjustments - - 2 - 2 Adjusted EBITDA 317 302 393 828 919 (-) UAN EBITDA (179) (191) (211) (205) (225) (+) UAN Distributions 26 31 46 40 55 Adjusted Refining EBITDA (incl. UAN 164 142 228 663 749 Distributions) $ in Millions UAN EBITDA Reconciliation 2024A 9M2025A 2025A 9M2026A LTM Nitrogen Fertilizer Net Income 61 109 99 117 107 (+) Interest Expense 30 23 30 23 30 (+) Depreciation and Amortization 88 59 82 65 88 Nitrogen Fertilizer EBITDA & Adjusted EBITDA 179 191 211 205 225 1. Net income has been adjusted to reflect the accounting policy change to conform the Targets' 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. 3. Changes in the RFS liability include adjustments to reflect the CVR August 2026 SRE Decision and the CVR August 2025 SRE Decision in the amounts 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. 4. CVR’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 44 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.
CONFIDENTIAL Non-GAAP Reconciliation | LTM Target EBITDA 9M2025A Before 2025A Before 9M2026A Before (1) (3) Target LTM EBITDA Reconciliation Reclassification LTM Reclassification Reclassification Reclassification (1) Net Income $267 $289 $697 $72 $791 (2) (+) Income Tax 94 101 246 23 276 (+) Depreciation and Amortization 89 111 69 - 91 LTM Target EBITDA $450 $501 $1,012 $95 $1,158 45 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.
CONFIDENTIAL Non-GAAP Reconciliation | CVI Free Cash Flow Reconciliation $ in Millions Free Cash Flow Reconciliation 9M2026A Net Cash Provided by Operating Activities $1,026 (-) Capital Expenditures (152) (-) Capitalized Turnaround Expenditures (2) (+) Return of Equity Method Investment 6 Consolidated CVI Free Cash Flow $878 46
CONFIDENTIAL Non-GAAP Reconciliation | Gross Margin Reconciliation $ in Millions Target Gross Margin Reconciliation 2024A 2025A Revenue and Other Income (Incl. D6 RIN Income) $8,110 $7,867 (-) Cost of Sales, Excl. RIN Expense (6,986) (6,533) (-) RIN Expense (76) (93) (-) Inventory Cost Adjustments (17) (56) Gross Margin $1,031 $1,185 Gross Margin Before RIN Expense $1,107 $1,279 (-) Marketing Margin (243) (219) Refinery Product Margin $864 $1,060 Refinery Product Margin per Throughput Barrel $13.64 $16.00 Product Capture % 81% 78% 47
CONFIDENTIAL Non-GAAP Reconciliation | Refining Margin $ in Millions, except throughput data Refining Margin Reconciliation 2024A 2025A Net Sales $6,920 $6,426 (-) Cost of Materials and Other (6,236) (5,520) (-) Direct Operating Expenses (Exclusive of D&A) (421) (415) (-) Depreciation and Amortization (174) (194) Gross Profit 89 297 (+) Direct Operating Expenses (Exclusive of D&A) 421 415 (+) Depreciation and Amortization 174 194 Refining Margin $684 $906 (-) Revaluation of RFS Liability, (Unfavorable) Favorable⁽¹⁾ (89) (262) (+) Unrealized (Gain) Loss on Derivatives, Net 22 (4) (+) Inventory Valuation Impact, Unfavorable⁽²⁾ 6 54 Adjusted Refining Margin $623 $694 Throughput and Per Barrel Metrics 2024A 2025A Total Throughput Barrels per Day 196,278 181,988 Days in the Period 366 365 Total Throughput Barrels 71,837,644 66,425,773 Refining Margin per Total Throughput Barrel $9.53 $13.64 1. Changes in the RFS liability include adjustments to reflect the CVR August 2026 SRE Decision and the CVR August 2025 SRE Decision in the amounts of $253 million and $488 million for the three and nine months ended September 30, 2026 and 2025, respectively, as well as the revaluation of the RVO. 2. CVR’s basis for determining inventory value under GAAP is First-In, First-Out (“FIFO”). Changes in crude oil prices can cause fluctuations in the inventory valuation of crude oil, work in process and finished goods, thereby resulting in a favorable inventory valuation impact when crude oil prices increase and an unfavorable inventory valuation impact when crude oil prices decrease. The inventory valuation impact is calculated 48 based upon inventory values at the beginning of the accounting period and at the end of the accounting period.
CONFIDENTIAL (1) Non-GAAP Reconciliation | MPC Mid-Con Adjusted EBITDA Margin MPC Mid-Con Adjusted EBITDA Margin Reconciliation 2024A 2025A Refining & Marketing margin ($/bbl) $15.77 $17.27 (-) Refining Operating Costs (5.15) (5.22) (-) Distribution Costs (5.64) (5.67) (-) Other (Income) Loss (0.18) (0.02) MPC Mid-Con Adjusted EBITDA Margin $5.16 $6.40 49 1. Per MPC public filings. Mid-Continent Region includes Canton, Catlettsburg, Detroit, Dickinson, El Paso, Mandan, Robinson, Salt Lake City and St. Paul Park refineries.