CVR Energy: Carl Icahn reports a 64.1% stake

The reporting persons stated that they effected no transactions in CVR Energy shares during the past 60 days.

Available on EDGAR 11/06/2026 - 04:47 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:46 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CVR Energy, Inc. completed a public equity offering of 10,515,248 shares at a public offering price of $47.55 per share on November 5, 2026. The company granted the underwriters a 30-day option to purchase up to 1,577,287 additional shares. Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Carl C. Icahn each reported shared voting and dispositive power over 71,201,875 shares, equal to 64.1% of the 111,045,847 shares outstanding immediately following the offering. American Entertainment Properties Corp. and IEP Energy Holding LLC, both indirect wholly owned subsidiaries of Icahn Enterprises Holdings L.P., entered 30-day lock-up letter agreements on November 3, 2026, subject to customary exceptions. The reporting persons and their affiliates did not sell shares in the offering.

Key Figures

Shares offered: 10,515,248 shares Public offering price: $47.55 per share Underwriters’ option: Up to 1,577,287 additional shares +3 more

6 metrics

Shares offered 10,515,248 shares Public equity offering, closed November 5, 2026

Public offering price $47.55 per share CVR Energy public equity offering

Underwriters’ option Up to 1,577,287 additional shares 30-day option granted by CVR Energy

Beneficial ownership 71,201,875 shares Each reporting person reported this amount with shared voting and dispositive power

Percentage of class 64.1% Each reporting person’s reported beneficial ownership

Shares outstanding 111,045,847 shares Immediately following the Equity Offering

Key Terms

Underwriting Agreement, lock-up letter agreements, beneficially owned, shared dispositive power

4 terms

Underwriting Agreement financial

"entered into an underwriting agreement relating to the offering"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

lock-up letter agreements financial

"entered into customary lock-up letter agreements"

beneficially owned regulatory

"aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power regulatory

"Shared Dispositive Power 71,201,875"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did CVR Energy offer and at what price?

CVR Energy offered 10,515,248 shares at $47.55 per share, and the offering closed November 5, 2026. The company also granted the underwriters a 30-day option to purchase up to 1,577,287 additional shares.

What percentage of CVI does Carl Icahn and the related reporting persons beneficially own?

Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Carl C. Icahn each reported beneficial ownership of 71,201,875 shares, or 64.1%. The percentage is based on 111,045,847 shares outstanding immediately following the offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 41)

CVR Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

12662P108

(CUSIP Number)

Jesse Lynn, Esq.
Icahn Capital LP, 16690 Collins Avenue, Suite PH-1
Sunny Isles Beach, FL, 33160
305-442-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 12662P108

1

Name of reporting person

ICAHN ENTERPRISES HOLDINGS L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 71,201,875.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,201,875.00

11

Aggregate amount beneficially owned by each reporting person

71,201,875.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 12662P108

1

Name of reporting person

ICAHN ENTERPRISES G.P. INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 71,201,875.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,201,875.00

11

Aggregate amount beneficially owned by each reporting person

71,201,875.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 12662P108

1

Name of reporting person

CARL C ICAHN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 71,201,875.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 71,201,875.00

11

Aggregate amount beneficially owned by each reporting person

71,201,875.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01
(b)	Name of Issuer: CVR Energy, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2277 Plaza Drive, Suite 500, Sugar Land, TEXAS , 77479.
Item 1 Comment: The Schedule 13D filed with the Securities and Exchange Commission on January 13, 2012 (as previously amended, the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, par value $0.01 (the "Shares"), issued by CVR Energy, Inc. (the "Issuer"), is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D, as amended.
Item 4.	Purpose of Transaction
	Item 4 of the Initial 13D is hereby amended and supplemented by adding the following: On November 3, 2026, the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. and Jefferies LLC, as representatives (the "Representatives") of the several underwriters named therein (the "Underwriters"), relating to the offering of 10,515,248 Shares at a public offering price of $47.55 per Share (the "Equity Offering"). The Issuer also granted the Underwriters a 30-day option to purchase up to 1,577,287 additional Shares from the Issuer. The Equity Offering closed on November 5, 2026. The Reporting Persons and their affiliates did not sell Shares as selling stockholders in the Equity Offering. In connection with the Equity Offering, on November 3, 2026, American Entertainment Properties Corp. and IEP Energy Holding LLC, each an indirect wholly owned subsidiary of Icahn Enterprises Holdings L.P., each entered into customary lock-up letter agreements with the Representatives for a period of 30 days, subject to customary exceptions (the "Lock-Up Agreements").
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Initial 13D are hereby amended and supplemented as follows: The percentages set forth on the cover pages are based on 111,045,847 Shares outstanding immediately following the Equity Offering, as set forth in the Issuer's final prospectus supplement filed with the SEC pursuant to Rule 424(b) on November 5, 2026.
(b)	The information set forth in Item 5(a) is incorporated into this Item 5(b).
(c)	None of the Reporting Persons have effected any transaction in the Shares during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Initial 13D is hereby amended and supplemented by adding the following: The information set forth in Item 4 of this Amendment No. 41 with respect to the Equity Offering and the Lock-Up Agreements is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ICAHN ENTERPRISES HOLDINGS L.P.

Signature:	/s/ Robert Flint
Name/Title:	Robert Flint, Chief Financial Officer
Date:	11/06/2026

ICAHN ENTERPRISES G.P. INC.

Signature:	/s/ Robert Flint
Name/Title:	Robert Flint, Chief Financial Officer
Date:	11/06/2026

CARL C ICAHN

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	11/06/2026