Icahn group holds 70.8% of CVR Energy shares

CVR Energy’s largest shareholder group, led by Carl Icahn, reports beneficial ownership of 71,201,875 common shares, representing 70.8% of the company.

Accepted by SEC EDGAR 02/24/2026 - 05:36 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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

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

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

FAQ

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

What ownership stake does the Icahn group report in CVR Energy (CVI)?

The Icahn group reports beneficial ownership of 71,201,875 CVR Energy shares, representing 70.8% of the company’s common stock. This majority stake is based on 100,530,599 shares outstanding as of February 13, 2026, from CVR Energy’s Form 10-K.

Who are the reporting persons in this CVR Energy (CVI) Schedule 13D/A amendment?

The reporting persons are Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Carl C. Icahn. Each reports the same 71,201,875 CVR Energy shares with shared voting and dispositive power, rather than sole control over the stake.

How is the 70.8% ownership in CVR Energy (CVI) calculated?

The 70.8% figure comes from 71,201,875 shares held by the reporting group divided by 100,530,599 CVR Energy shares outstanding. The outstanding share count is taken from CVR Energy’s Form 10-K dated February 18, 2026, using an as-of date of February 13, 2026.

What recent transactions in CVR Energy (CVI) shares does the Icahn group disclose?

The amendment states that, in the past 60 days, transactions in CVR Energy shares by the reporting group consist of purchases by American Entertainment Properties Corp. Other than trades listed in Schedule A, no additional transactions in CVR Energy shares were reported for that period.

Does Carl Icahn report sole or shared voting power over CVR Energy (CVI) shares?

Carl C. Icahn reports 0 shares with sole voting or dispositive power and 71,201,875 shares with shared voting and dispositive power. This means control over the CVR Energy stake is reported as shared among the designated reporting entities.

What is the purpose of this latest amendment related to CVR Energy (CVI)?

This filing further amends an original Schedule 13D first filed in 2012 to update information about the reporting group’s ownership and recent transactions. It keeps disclosures current regarding the size and nature of the Icahn group’s CVR Energy stake.

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. 39)

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)

02/24/2026

(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).

SCHEDULE 13D

CUSIP No. 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)

70.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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)

70.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 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)

70.8 %

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 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 100,530,599 outstanding Shares as of February 13, 2026, as set forth in the Issuer's Annual Report on Form 10-K filed on February 18, 2026.
(b)	The information set forth in Item 5(a) is incorporated into this Item 5(b).
(c)	Schedule A hereto sets forth all transactions with respect to the Shares by any Reporting Person in the past 60 days, which consist of purchases by American Entertainment Properties Corp. Except for the transactions set forth on Schedule A, none of the Reporting Persons effected any transaction in the Shares in the past 60 days.

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/ Ted Papapostolou
Name/Title:	Ted Papapostolou, Chief Financial Officer
Date:	02/24/2026

ICAHN ENTERPRISES G.P. INC.

Signature:	/s/ Ted Papapostolou
Name/Title:	Ted Papapostolou, Chief Financial Officer
Date:	02/24/2026

CARL C ICAHN

Signature:	/s/ Carl C. Icahn
Name/Title:	Carl C. Icahn
Date:	02/24/2026