CVR PARTNERS, LP (UAN) SEC Filings

CVR Partners, LP reported strong results for the three months ended June 30, 2026. Net income was $78 million ($7.33 per common unit) and EBITDA was $107 million on net sales of $202 million, up from $39 million net income, $67 million EBITDA and $169 million net sales in the same period of 2025.

Performance benefited from higher nitrogen prices and excellent plant reliability. The consolidated ammonia utilization rate reached 99%, while average realized gate prices rose to $791 per ton for ammonia and $392 per ton for UAN. Cash from operating activities was $65.9 million in the quarter, supporting a stronger balance sheet with $137.5 million in cash at June 30, 2026.

The Board declared a second-quarter 2026 cash distribution of $6.08 per common unit, payable August 17, 2026 to unitholders of record on August 10, 2026. Management also provided Q3 2026 outlook, including an ammonia utilization rate of 75–80% and capital expenditures of $40–$49 million, reflecting a planned six-week turnaround and upgrade projects at the East Dubuque facility.

CVR Partners, LP filed an initial Form 3 for Interim CFO Richard J. Roberts Jr., reporting his beneficial ownership in the company. The filing shows he directly holds 517 Common Units of CVR Partners, LP. This is a disclosure of existing holdings, not a new buy or sell transaction.

CVR Partners reports major leadership changes at its general partner. Mark A. Pytosh resigned as President and Chief Executive Officer of CVR GP and CVR Energy and from their boards, and entered into a Separation Agreement providing a $3,000,000 cash severance paid in two $1,500,000 lump sums on a staggered schedule, along with other customary terms and restrictive covenants.

Dane J. Neumann, formerly Executive Vice President and Chief Financial Officer, has been appointed President and Chief Executive Officer of CVR GP and CVR Energy and will serve on their boards, becoming the Partnership’s principal executive officer. His Employment Agreement includes an $800,000 base salary, an annual bonus target of 150% of salary, long-term incentive awards also targeted at 150% of salary, and severance protections based on a 1.5x multiple of salary plus historical bonuses upon certain qualifying terminations, with enhanced treatment in connection with a change in control.

Neumann also received a one-time grant of 27,372 performance share units that vest only upon completion of a defined Significant Transaction within 12 months, otherwise forfeiting, and remain subject to transfer restrictions and potential cash settlement. Richard Roberts has been appointed Interim Chief Financial Officer and principal financial officer of CVR Partners and CVR Energy.

CVR Partners reported a much stronger first quarter of 2026, driven by higher fertilizer prices and solid plant utilization. Net sales were $180.0 million, up from $142.9 million a year earlier, as ammonia and UAN prices and ammonia volumes increased despite slightly lower UAN volumes.

Net income nearly doubled to $49.9 million from $27.1 million, and EBITDA rose to $77.7 million from $52.9 million as tighter global supply, higher corn acreage and geopolitical disruptions supported pricing. Ammonia utilization reached 103% of capacity and cash from operations climbed to $75.8 million.

Cash and cash equivalents increased to $128.1 million, with total liquidity of $178.1 million against $550 million of 6.125% senior secured notes due 2028. The partnership declared a $4.00 per‑unit distribution for Q1 2026 (about $42.3 million) and plans $60–75 million of 2026 capital spending, including a major East Dubuque turnaround.

CVR Partners reported significantly stronger results for the first quarter of 2026. Net income was $50 million, or $4.72 per common unit, on net sales of $180 million, compared to $27 million, or $2.56 per common unit, on $143 million of net sales a year earlier.

EBITDA rose to $78 million and the consolidated ammonia utilization rate reached 103 percent, indicating very high plant operating levels. The Board declared a first quarter 2026 cash distribution of $4.00 per common unit, reflecting the improved profitability and cash generation in a favorable nitrogen fertilizer pricing environment.

CVR Partners, LP director Trevor Turbidy has filed an initial ownership report showing he holds 100 common units of the partnership. The filing indicates these units are held directly, establishing his reported equity stake as a director of the company.

CVR Partners appointed Trevor Turbidy to the Board of Directors of its general partner, CVR GP, LLC, effective March 17, 2026. He will serve on the Audit, Compensation, Environmental, Health & Safety, and Conflicts Committees. The Board determined he is independent under SEC and NYSE rules and qualifies as an “audit committee financial expert” under SEC regulations. He will receive the same compensation as other non-employee directors and enter into the partnership’s standard indemnification agreement.

Turbidy fills the vacancy created by the previously announced death of director Brian Goebel, and his appointment restored the partnership’s compliance with NYSE rules requiring at least three independent audit committee members. The Board also named existing director Alexander Nickolatos as Audit Committee chair. On and effective as of March 17, 2026, the general partner approved Amendment No. 2 to the Second Amended and Restated Partnership Agreement, clarifying which directors may serve on a Conflicts Committee and updating the registered agent and registered office in Delaware. The general partner determined these changes do not adversely affect partners in any material respect.

CVR Partners, LP reported that Brian A. Goebel, an independent director and chair of the Audit Committee, passed away on February 20, 2026. He had served on the Board since October 2025 and also sat on the Compensation and Environmental, Health & Safety Committees.

His death reduces the Board to five members, with two independent directors, and leaves the Audit Committee with two independent members, below the New York Stock Exchange requirement of at least three independent audit committee members. CVR Partners notified the NYSE of the resulting non-compliance, and the NYSE formally recognized this status on March 3, 2026.

The partnership has begun searching for a new independent director to join the Board and Audit Committee and expects to announce a replacement as soon as reasonably practicable. Once a new member meeting the applicable independence standards is appointed, CVR Partners will regain compliance with the NYSE audit committee listing requirement.

CVR Partners is a nitrogen fertilizer producer structured as a Delaware limited partnership. It operates two plants in Coffeyville, Kansas and East Dubuque, Illinois that manufacture ammonia and upgrade it to UAN fertilizer sold wholesale across U.S. farm markets.

The Coffeyville facility uses petroleum coke feedstock and has capacity of 1,300 tons per day of ammonia and 3,100 tons per day of UAN, while East Dubuque uses natural gas with 1,075 tons per day of ammonia and 950 tons per day of UAN. UAN and ammonia, including freight, represented about 67% and 24% of 2025 net sales.

As of June 30, 2025, non‑affiliate common units had an aggregate market value of about $565.7 million, and as of February 13, 2026, there were 10,569,637 common units outstanding. The partnership employs 320 people and highlights significant carbon reduction efforts, including N2O abatement and CO2 sequestration that cut its 2024 footprint by over 1.3 million metric tons of CO2e.

The report emphasizes cyclical and seasonal fertilizer demand, dependence on key customers and feedstock suppliers, environmental and climate regulation exposure, cybersecurity and PFAS developments, leverage and partnership governance risks, and extensive tax and distribution complexities for common unitholders.