Filed Pursuant to Rule 424(b)(5)
Registration No. 333-291199

 

 

TABLE OF CONTENTS

Prospectus supplement

 

		Page
SUMMARY			S-1
SUMMARY HISTORICAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF CVR ENERGY			S-14
SUMMARY HISTORICAL CONDENSED COMBINED FINANCIAL INFORMATION OF THE TARGET ASSETS			S-16
SUMMARY PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			S-18
RISK FACTORS			S-20
THE TRANSACTIONS			S-31
USE OF PROCEEDS			S-36
CAPITALIZATION			S-37
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			S-40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TARGET ASSETS			S-55
SELLING STOCKHOLDER			S-58
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS			S-60
UNDERWRITING			S-65
LEGAL MATTERS			S-74
EXPERTS			S-75
WHERE YOU CAN FIND MORE INFORMATION			S-76

Prospectus

 

		Page
ABOUT THIS PROSPECTUS			1
ABOUT CVR ENERGY			2
RISK FACTORS			3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF RIGHTS			12
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES			13
DESCRIPTION OF WARRANTS			26
DESCRIPTION OF DEPOSITARY SHARES			27
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS			28
DESCRIPTION OF UNITS			29
PLAN OF DISTRIBUTION			30
LEGAL MATTERS			33
EXPERTS			33
WHERE YOU CAN FIND MORE INFORMATION			34

 

S-i

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus filed by us with the SEC. We, the selling stockholder and the underwriters have not authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference herein or therein is accurate as of any date other than the date on the front of the applicable document. We are not, and the selling stockholder and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or in which the person making such offer or sale is not qualified to do so or to any person to whom it is unlawful to make that offer or solicitation.

 

S-ii

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of an automatic shelf registration statement that we have filed with the SEC as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration process, we may sell, at any time and from time to time, in one or more offerings, any of the securities described in the accompanying prospectus, including the common stock, up to an indeterminate amount, of which this offering is a part. In this prospectus supplement, we provide you with specific information about the terms of the common stock and this offering.

This document consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, which describes the specific terms of our common stock we and the selling stockholder are currently offering and certain other matters relating to us and our business and financial condition. The second part is the accompanying prospectus dated October 31, 2025, which gives more general information about the securities we may offer from time to time, some of which does not apply to the common stock offered hereby. You should read this prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference and the additional information described in this prospectus supplement under the heading “Incorporation of Certain Documents by Reference.”

If the description of this offering or any terms of our common stock varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

Any statement in the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference in the accompanying prospectus or this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus. See “Incorporation of Certain Documents by Reference” in this prospectus supplement.

None of us, the selling stockholder or the underwriters make any representation to you regarding the legality of an investment in our common stock by you under applicable laws. You should consult with your own legal, tax, business, financial or other advisors regarding an investment in our common stock.

When used in this prospectus supplement and the accompanying prospectus, the terms “CVR Energy,” “we,” “our,” “us” and the “Company” refer to CVR Energy, Inc. and its consolidated subsidiaries, excluding the Target Assets (as defined below), unless otherwise indicated or the context suggests otherwise, and the term “combined company” refers to us after giving effect to the Acquisition.

 

S-iii

BASIS OF PRESENTATION

Historical Financial Information of CVR Energy. The historical consolidated financial data of CVR Energy included in or incorporated by reference into this prospectus supplement as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 are derived from and qualified in their entirety by, and should be read in conjunction with, our audited consolidated financial statements and notes related thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K (as defined below).

The historical condensed consolidated financial data of CVR Energy included in or incorporated by reference into this prospectus supplement as of September 30, 2026 and for each of the nine-month periods ended September 30, 2026 and 2025 are derived from and qualified in their entirety by, and should be read in conjunction with, our unaudited condensed consolidated financial statements and notes related thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Q3 Form 10-Q (as defined below).

In December 2025, CVR Energy reverted the renewable diesel unit at the refinery located in Wynnewood, Oklahoma back to hydrocarbon processing service, considering the unfavorable economics of the renewables business and to optimize feedstock and relieve certain logistical constraints within the refining business. While CVR Energy maintains the option to switch back to renewable diesel service if incentivized to do so, it no longer refines renewable feedstocks, such as soybean oil, corn oil, and other similar feedstocks, into renewable diesel nor does it currently market renewable diesel. Based on the revised reporting assessment performed during the first quarter of 2026, the renewables business no longer meets the quantitative or qualitative requirements under Accounting Standards Codification 280, Segment Reporting, to be disclosed as a separate reportable segment. Effective beginning with the quarter ended March 31, 2026, all prior period Renewables activity has been consolidated within “Other,” and disclosures have been retrospectively adjusted to reflect the current segment presentation and that the Company operates two reportable segments – Petroleum and Nitrogen Fertilizer.

Historical Financial Information of the Target Assets. The historical combined financial statements and other financial information of the Target Assets included in or incorporated by reference into this prospectus supplement have been derived from information furnished by Marathon Petroleum Corporation (“MPC”) and are presented on a carve-out basis, reflecting the Target Assets as historically operated as part of MPC’s broader refining, marketing and logistics operations. The Target Assets’ results for any period may not be indicative of their future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had they operated as an independent company during the periods presented.

Pro Forma Presentation. The unaudited pro forma condensed combined financial information illustrates the effects of the Transactions and includes an unaudited pro forma condensed combined balance sheet as of September 30, 2026 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and 2025 and the year ended December 31, 2025. The pro forma statements of operations give effect to the Acquisition as if it had occurred on January 1, 2025, and the pro forma balance sheet gives effect to the Acquisition as if it had occurred on September 30, 2026. The unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of CVR Energy and the historical combined financial statements of the Target Assets and reflects the pro forma adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of what the actual consolidated results of operations would have been had the Transactions been completed on the dates indicated or what such results would be for future periods. The historical and pro forma financial information included in or incorporated by reference into this prospectus supplement should be read in conjunction with the information under the headings “Summary—The Transactions,” “Summary Historical Condensed Consolidated Financial Information of CVR Energy,”

 

S-iv

“Summary Historical Combined Financial Information of the Target Assets,” “Summary Pro Forma Condensed Combined Financial Information,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Target Assets” and the historical consolidated financial statements of CVR Energy and the historical combined financial statements of the Target Assets, and the related notes thereto, in each case included in or incorporated by reference into this prospectus supplement and the accompanying prospectus.

 

S-v

USE OF NON-GAAP FINANCIAL INFORMATION

In this prospectus supplement, in addition to the financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we present EBITDA, Adjusted EBITDA, Pro Forma EBITDA and Pro Forma Adjusted EBITDA.

EBITDA and Adjusted EBITDA are non-GAAP financial measures that our management uses, together with the related reconciliations, to evaluate current and past performance and prospects for the future. These measures are important factors in assessing our operating results and profitability. We present these measures because we believe they may help investors analyze our results of operations in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the refining and fertilizer industries, without regard to historical cost basis or financing methods, and our ability to incur and service debt and fund capital and turnaround expenditures. Non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect net income (loss) and operating income. These measures should not be considered in isolation or as substitutes for their most directly comparable GAAP financial measures. Our calculations of these measures may differ from those used by other companies, limiting comparability. Due to rounding, numbers presented within this section may not add or be equal to numbers or totals presented elsewhere in this prospectus supplement.

EBITDA and Adjusted EBITDA. As used herein for CVR Energy, EBITDA represents consolidated net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our underlying operational results of the period or that may obscure results and trends we deem useful.

See “Summary Historical Condensed Consolidated Financial Information of CVR Energy” for reconciliations of EBITDA and Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

Pro Forma EBITDA and Pro Forma Adjusted EBITDA. As used herein, Pro Forma EBITDA represents pro forma consolidated net income (loss), after giving pro forma effect to the Transactions, before (i) pro forma interest expense, net, (ii) pro forma income tax expense (benefit) and (iii) pro forma depreciation and amortization. Pro Forma Adjusted EBITDA represents Pro Forma EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of the underlying operational results of the combined company for the period or that may obscure results and trends we deem useful, in each case consistent with the adjustments used in calculating Adjusted EBITDA.

Pro Forma EBITDA and Pro Forma Adjusted EBITDA are derived from the unaudited pro forma condensed combined financial information included in this prospectus supplement, which gives effect to the Transactions as if they had occurred on January 1, 2025 for purposes of the statements of operations. These measures are presented for illustrative purposes only and are not necessarily indicative of what the combined company’s results would have been had the Transactions been completed on such date, or of the combined company’s future results. They do not reflect any cost savings, synergies or integration costs that may result from the Acquisition, and they are subject to the same limitations as EBITDA and Adjusted EBITDA described above, as well as the assumptions and uncertainties inherent in the preparation of pro forma financial information. See “Unaudited Pro Forma Condensed Combined Financial Information.”

See “Summary Pro Forma Condensed Combined Financial Information” for reconciliations of Pro Forma EBITDA and Pro Forma Adjusted EBITDA to pro forma net income (loss), the most directly comparable pro forma financial measure.

 

S-vi

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The information incorporated by reference is considered to be a part of this prospectus supplement, and any later information that we file with the SEC will automatically update and supersede this information. The documents and other information incorporated by reference are:

 

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026 (the “Form 10-K”);

 

•

our Quarterly Reports on Form 10-Q for (i)  the quarter ended March 31, 2026 (the “Q1 Form 10-Q”), (ii) the quarter ended June 30, 2026 (the “Q2 Form 10-Q”) and (iii) the quarter ended September 30, 2026 (the “Q3 Form 10-Q” and, together with the Q1 Form 10-Q and the Q2 Form 10-Q, the “Form 10-Qs”), filed with the SEC on April  29, 2026, July  29, 2026 and November 3, 2026, respectively;

 

•

our Definitive Proxy Statement on Schedule 14A for our 2026 Annual Meeting of Stockholders, filed with the SEC on April 21, 2026, to the extent incorporated by reference into the Form 10-K;

 

•

our Current Reports on Form 8-K, filed with the SEC on February 12, 2026, June  5, 2026, June  23, 2026, November  3, 2026 (relating to the Acquisition and related agreements) and November 3, 2026 (relating to the Target Assets financial statements and pro forma financial information);

 

•

the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 22, 2007, as updated by Exhibit 4.1 to the Form 10-K, together with any amendment or report filed for the purpose of updating such description; and

 

•

all documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this prospectus supplement and before the termination of this offering (other than any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless we specifically state in such Current Report that such information is to be considered “filed” under the Exchange Act, or we incorporate it by reference into a filing under the Securities Act or the Exchange Act).

Notwithstanding the foregoing, we are not incorporating any document or information that we deemed within a Current Report on Form 8-K or Form 8-K/A to have been furnished and not filed in accordance with SEC rules. You can obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at http://www.sec.gov. You may also request a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into this prospectus supplement, at no cost, by writing or telephoning us at the following address:

CVR Energy, Inc.

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

Attention: Investor Relations

Telephone: (281) 207-3205.

Please note that information contained on our website, whether currently posted or posted in the future, is not a part of this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein.

 

S-vii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including without limitation, statements regarding future operations, financial position, estimated revenues and losses, growth, capital projects, stock or unit repurchases, impacts of legal proceedings, legislation, policies or regulations, timing of determinations and other interactions with, and submissions to, regulatory authorities and agencies, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “should,” “continue,” “predict,” “potential,” “project,” and similar terms and phrases are intended to identify forward-looking statements.

Forward-looking statements in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein include, but are not limited to, the following:

 

•

our forecasts of our future financial condition, capital expenditures, results of operations, revenues and expenses;

 

•

our ability to successfully implement our business strategies and the timing thereof, including significant capital programs or projects, turnarounds or other initiatives;

 

•

statements regarding the pending acquisition of the Target Assets, including the expected timing of the closing of the Acquisition, the anticipated benefits, synergies and cost savings of the Acquisition, the expected financing of the Acquisition, including the Permanent Financing, the Bridge Facility, the Commercial Partner Equity Investment and the IEP Equity Investment and related investor rights agreements (each as defined herein), and the expected effects of the Acquisition on our scale, operations, results of operations, liquidity and leverage;

 

•

expectations regarding certain of our refineries to qualify as small refineries and receive small refinery exemptions;

 

•

expectations regarding renewable fuel credits, known as renewable identification numbers (“RINs”), including their pricing and purchasing activities, as well as our ability to purchase RINs on a timely or cost-effective basis or at all;

 

•

the expected supply, availability and price levels of raw materials and feedstocks and the effects of inflation, geopolitical events and conflicts thereupon;

 

•

the expected availability of adequate cash and other sources of liquidity for the capital, operating and other needs of our businesses;

 

•

our ability to meet certain carbon capture and sequestration milestones;

 

•

expectations regarding future margins in the industries in which we operate;

 

•

expectations regarding global production levels, including our production levels;

 

•

expectations regarding impact of refined product demand and declining inventories on refined product prices and crack spreads;

 

•

expectations regarding the cyclical and seasonal nature of the petroleum and nitrogen fertilizer businesses;

 

•

expected competition in the petroleum and nitrogen fertilizer businesses, including potential impacts of domestic and global supply and demand or domestic or international duties, tariffs, or similar costs; and

 

•

expectations regarding our ability to procure or recover under our insurance policies for damages or losses in full or at all.

 

S-viii

Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties, and other factors could cause actual results and trends to differ materially from those projected or forward-looking. Differences between actual results or trends and any future results or trends expressed, suggested, or forecast in these forward-looking statements could result from a variety of factors, including the following:

 

•

the potential impacts of geopolitical events and conflicts (including those relating to the Russia-Ukraine war and tensions and conflicts in the Middle East), and any escalation, expansion, or resolution thereof, on commodity prices and other markets to which we provide products;

 

•

political uncertainty and impacts to the oil and gas industry and the United States and global economies generally as a result of actions taken by the current administration or others in response thereto, including the imposition of tariffs and reactions thereto and changes in climate or other energy laws, rules, regulations, or policies, including the Renewable Fuel Standard (“RFS”);

 

•

the risk of changes in tax and other laws, regulations and policies that adversely impact conventional fuel operations or favor renewable energy projects in the United States, which could have a material adverse effect on our business, liquidity, financial condition, results of operations, and cash flows, including, without limitation, the One Big Beautiful Bill Act;

 

•

risks related to volatile margins in the refining industry and exposure to the risks associated with volatile crude oil, refined product and feedstock prices and associated market conditions;

 

•

the effects of transactions involving derivative instruments;

 

•

risks related to the petroleum business’ and nitrogen fertilizer business’ dependence on significant customers and the creditworthiness and performance by counterparties;

 

•

risks related to the dependence of our businesses on customers and distributors, including to transport goods and equipment and providers of feedstocks;

 

•

the risk of a material decline in our production levels, as well as potential operating hazards, downtime, and damage to our or our counterparties’ facilities and other assets from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters, accidents or other unscheduled shutdowns;

 

•

the impact of rulings, judgments or settlements in litigation, tax or other legal or regulatory matters and the related impacts on our operations;

 

•

risks related to operating hazards and interruptions in our refinery and nitrogen fertilizer facilities, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;

 

•

risks related to the reliance on, or the ability to procure economically or at all, petroleum coke that our nitrogen fertilizer business purchases from certain of our subsidiaries and third-party suppliers or the natural gas, electricity, oxygen, nitrogen, sulfur processing and compressed dry air and other products purchased from third parties by the nitrogen fertilizer and petroleum businesses and the facility operating risks associated with these third parties;

 

•

potential interruption in pipelines supplying feedstocks or distributing products;

 

•

risks of terrorism, cybersecurity attacks, and the security of chemical manufacturing facilities and other matters beyond our control;

 

•

risks related to our lack of diversification of assets or operating and supply areas;

 

•

the effects of potential labor supply shortages, labor difficulties, labor disputes or strikes;

 

•

the effect of a potential loss of the nitrogen fertilizer business’ transportation cost advantage over its competitors;

 

•

the risk that the treatment of CVR Partners, LP (“CVR Partners”) as a partnership for U.S. federal income or state tax purposes ceases;

 

S-ix

•

risks related to governmental actions, including by the U.S. Environmental Protection Agency (the “EPA”), on our RIN obligation, open RINs positions, small refinery exemptions, and our cost to comply with our RFS obligations, and the success of various litigation related to the same;

 

•

risks related to operational interruptions or changes in laws that could impact the amount and receipt of tax credits (if any) under the Internal Revenue Code of 1986, as amended, or any similar law, rule, or regulation;

 

•

risks related to our businesses’ ability to obtain, retain or renew environmental and other governmental permits, licenses or authorizations necessary for the operation of its business;

 

•

impact of potential runoff of water containing hazardous substances into waterways, and regulatory or legal actions in response thereto;

 

•

risks related to our ability to issue securities, obtain financing or sell assets on terms favorable to us or at all;

 

•

the impacts of existing and future regulations related to the end-use of our products;

 

•

risks related to our ability to continue to license the technology used for our operations;

 

•

risks related to the Acquisition, including the risk that the conditions to the closing of the Acquisition, including the expiration or termination of the waiting period under the HSR Act (as defined herein) and the receipt of other required regulatory approvals, are not satisfied or waived in a timely manner or at all, or that governmental authorities impose conditions on such approvals;

 

•

the risk that the Acquisition is not completed within the expected timeframe or at all, or that we are unable to realize the anticipated benefits of the Acquisition;

 

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement (as defined herein), including circumstances requiring us to pay a termination fee;

 

•

the effect of the pending Acquisition on our business relationships, operations and the market price of our common stock;

 

•

the effect of restrictions under the Purchase Agreement on our use of cash and the conduct of our business prior to the closing of the Acquisition, including the requirement to maintain a minimum amount of unrestricted cash and cash equivalents;

 

•

our ability to obtain the Permanent Financing on acceptable terms or at all, the risk that we may be required to borrow under the Bridge Facility, the risk that the Commercial Partner Equity Investment or the IEP Equity Investment is not funded in the amounts or on the terms anticipated, and the substantial additional indebtedness we expect to incur in connection with the Acquisition and its effect on our financial flexibility and credit profile;

 

•

risks related to potential strategic transactions involving CVR Energy including, but not limited to, the Acquisition and others in which its controlling stockholder or others may participate or direct and potential strategic transactions involving CVR Partners in which CVR Energy or its controlling stockholder or others may participate, including in each case the process of exploring any such transaction and potentially completing any such transaction, including the costs thereof and the risk that any such transaction may not achieve any or all of any anticipated benefits or be completed at all;

 

•

risks related to our controlling stockholder’s intentions regarding ownership of our common stock or the common units of CVR Partners, including any acquisitions (including those contemplated by the IEP Equity Investment), dispositions or transactions relating thereto;

 

•

risks related to decisions to declare dividends or distributions (if any), including the timing and amount, as well as the variable nature of CVR Partners’ distributions, including the ability of its general partner to modify or revoke its distribution policy, or to cease making cash distributions on its common units;

 

•

risks related to services provided by or competition among our subsidiaries, including conflicts of interests and control of CVR Partners’ general partner, and control of CVR Energy by its controlling stockholder;

 

S-x

•

the effects of restrictions in our debt agreements and their impact on our ability to refinance our debt on acceptable terms or at all;

 

•

the risk of changes in our or our segments’ credit profiles and impacts thereof on cash needs or otherwise;

 

•

risks related to timing and impacts of any decision to modify a unit to hydrocarbon processing following renewable conversion, or vice versa, including the resolution made in the third quarter of 2025 to revert the renewable diesel unit at the refinery located in Wynnewood, Oklahoma to hydrocarbon processing service; and

 

•

the effects of asset impairments and impacts thereof.

Important risks, uncertainties and other factors are described under “Risk Factors” in this prospectus supplement and the accompanying prospectus, and in Part I, Item 1A of our Form 10-K and in Part II, Item 1A of the Q3 Form 10-Q, each of which is incorporated by reference herein, and may be described in other periodic or current reports filed by us with the SEC under the Exchange Act from time to time that are incorporated by reference herein.

We caution you not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this prospectus supplement speak only as of the date of this prospectus supplement. Forward-looking statements contained in the accompanying prospectus or in documents incorporated by reference herein or therein speak only as of the respective dates of those documents. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, or to reflect the occurrence of unanticipated events, except to the extent required by law.

All forward-looking statements, expressed or implied, included in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein or therein, are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We urge you to carefully review and consider the disclosures made in this prospectus supplement, the accompanying prospectus and our reports filed with the SEC and incorporated by reference herein or therein that attempt to advise interested parties of the risks and factors that may affect our business. Please read “Where You Can Find More Information.”

 

S-xi

 

S-1

 

S-2

 

S-3

 

S-4

 

S-5

 

S-6

 

S-7

 

S-8

 

S-9

 

S-10

 

S-11

 

S-12

 

S-13

 

S-14

 

S-15

 

S-16

 

S-17

 

S-18

 

S-19

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, and the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, when evaluating us and our business and before you purchase any of our common stock. In addition to the risks described below, you should carefully consider the risk factors set forth under “Risk Factors” in the Form 10-K and the Q3 Form 10-Q, in each case incorporated by reference into this prospectus supplement. Any of the following risks could materially adversely affect our business, financial condition or results of operations. We believe that the following information identifies the material risks and uncertainties affecting us and our common stock, but it is possible that other risks and uncertainties might significantly impact us and the value of our common stock. Please also see “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to the Acquisition

The Acquisition is subject to a number of conditions, including regulatory approvals, some of which may be outside either party’s control, and the failure to satisfy or obtain any of them could delay the Acquisition or cause the Purchase Agreement to be terminated in accordance with its terms.

The closing of the Acquisition remains subject to the satisfaction or waiver of certain closing conditions, including expiration or termination of the waiting period under the HSR Act and any related agreement with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”). In connection with the Acquisition, we and MPC have each filed the required notification and report forms under the HSR Act with the Antitrust Division and the U.S. Federal Trade Commission.

Under the terms of the Purchase Agreement, the Acquisition is required to close no later than 270 days after the execution of the Purchase Agreement (subject to extension to up to 360 days in specified circumstances), subject to the satisfaction or waiver of certain closing conditions. Any delay in closing or a failure to close could have a negative impact on our business and the trading price of our common stock.

Even after the expiration or termination of the HSR Act waiting period, the Antitrust Division or any state regulatory agency could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Acquisition or requiring us or MPC to agree to other remedies or requirements. We cannot be certain that we or MPC will prevail in the face of legal challenges to the Acquisition. Failure to prevail in any legal challenge to the Acquisition may result in the delay or abandonment of the Acquisition.

These conditions to the completion of the Acquisition, some of which are beyond our control and/or the control of MPC, may not be satisfied or waived in a timely manner or at all. Accordingly, the Acquisition may be delayed or not completed.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations, obligations or costs or place restrictions on our conduct after the Acquisition Closing Date. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Acquisition or of imposing additional costs or limitations on us following the closing of the Acquisition, any of which may have an adverse effect on us.

Additionally, either we or the Sellers may terminate the Purchase Agreement under certain circumstances specified therein, subject to the payment of a “termination fee” in certain cases. See “The Transactions—The Purchase Agreement.” If we are required to pay a termination fee, our liquidity and financial condition could be adversely affected.

 

S-20

We intend to use the net proceeds that we receive from this offering, together with cash on hand and net proceeds from the other Financing Transactions, to fund the aggregate consideration necessary to complete the Acquisition, but this offering is not conditioned upon the closing of the Acquisition, and we will have broad discretion to determine alternative uses of proceeds.

As described under “Use of Proceeds,” we intend to use the net proceeds that we receive from this offering, together with cash on hand and the net proceeds from the other Financing Transactions, to fund the Acquisition, effect the 2028 Notes Redemption and pay related fees and expenses. However, this offering is not conditioned upon the closing of the Acquisition. If the Acquisition does not close, we will have broad discretion in the application of the net proceeds we receive from this offering, including using them for general corporate purposes, and holders of our common stock will not have the opportunity, as part of their investment decision, to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. See “Use of Proceeds” and “Summary—The Transactions—Illustrative Sources and Uses.”

The Acquisition may not be completed within the expected timeframe or at all, and the failure to complete the Acquisition may negatively affect the trading price of our common stock and our financial results.

The Acquisition is subject to risks and uncertainties, including (i) the risk that the Acquisition may not be completed, or may not be completed within the expected timeframe, including as a result of the possibility that a governmental entity may prohibit, delay or refuse an approval required to complete the Acquisition, and (ii) the risk that costs relating to the Acquisition (including in respect of the financing of the Acquisition) may be greater than expected. If the Acquisition is not completed or if there are significant delays in completing the Acquisition, any such failure or delay could negatively affect the trading price of our common stock, adversely affect our future business and financial results and result in our failure to realize anticipated synergies. Any failure to close the Acquisition could also result in a negative reaction from the financial markets, particularly if the current market prices reflect market assumptions that the Acquisition will close, which could cause the value of your investment in our common stock to decline.

Investors will not have any rights to require us to repurchase, redeem or repay any shares of common stock offered hereby if the Acquisition is not completed.

This offering is not contingent on completion of the Acquisition. Investors will not have any rights to require us to repurchase, redeem or repay any shares of common stock offered hereby if the Acquisition is not completed. Accordingly, even if the Acquisition is not completed, shares of our common stock sold in this offering will remain outstanding. Further, investors will not have any right to require us to repurchase, redeem or repay any shares of the common stock offered hereby, if, subsequent to the completion of this offering, we experience any changes in our business or financial condition or if the terms of the Acquisition or the financing thereof change.

The Purchase Agreement may be amended or modified without your consent.

Between the time of the issuance of the shares of common stock offered hereby and the closing of the Acquisition, the parties to the Purchase Agreement may agree to modify or waive the terms or conditions of the Purchase Agreement without the consent of holders of our common stock. Nothing will preclude the parties to the Purchase Agreement from making certain changes to the terms of the Acquisition or from waiving certain conditions to the Acquisition, which may adversely affect your investment in our common stock.

 

S-21

The Acquisition may present certain risks to our business and operations prior to the Acquisition Closing Date.

Our business and operations are subject to various risks related to the Acquisition prior to the Acquisition Closing Date, including:

 

•

uncertainty about the effect of the Acquisition on employees, customers, suppliers and other persons with whom we or MPC have a business relationship, which could have an adverse effect on our business, operations and stock price;

 

•

the Acquisition may disrupt our current business plans and operations;

 

•

our management’s attention may be directed toward the completion of the Acquisition and diverted away from our day-to-day business operations;

 

•

we may incur significantly higher transaction costs than we currently anticipate, such as legal, financing and accounting fees, and other costs, fees, expenses and charges related to the Acquisition, whether or not the transaction is completed; and

 

•

the Acquisition may not be completed, which may have an adverse effect on our stock price and future business and financial results.

We may fail to realize all of the anticipated benefits of the Acquisition, or those benefits may take longer to realize than expected.

We expect to devote significant management attention to closing the Acquisition and, if it closes, integrating the operations of the Target Assets with CVR Energy. In the event the Acquisition closes, we may experience disruptions to our business and, if the integration is ineffective, such disruptions could prevent us from realizing the full expected benefits of the Acquisition. The failure to meet the challenges involved in the integration process and to realize the anticipated benefits of the Acquisition could cause an interruption or loss of momentum in our operations.

If the Acquisition successfully closes, difficulties in integrating the Target Assets into our business may include unforeseen operating difficulties and difficulties in coordinating geographically dispersed operations and facilities; additional and unfamiliar legal and regulatory requirements in Minnesota and North Dakota, where we do not currently operate refineries, including the ability to obtain, retain or renew the environmental and other governmental permits, licenses or authorizations necessary for the operation of the Target Assets; and the need to invest further in operational, financial and management information systems. Compliance with these requirements may increase our costs and complicate the integration and operation of the Target Assets. Even if integration of the Target Assets is successful, the financial and operational results may differ materially from our assumptions and forecasts due to unforeseen expenses, delays, conditions and liabilities. In addition, we may incur unanticipated costs or expenses following the Acquisition, including post-closing asset impairment charges, and other liabilities. Under the Purchase Agreement, we will also assume certain liabilities relating to the Target Assets, and the costs of satisfying those liabilities may exceed our estimates.

Furthermore, the successful closing of the Acquisition and the subsequent integration of the Target Assets into our business may result in material unanticipated problems, expenses, charges, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management’s attention. Additional integration challenges may include difficulty in achieving anticipated growth prospects and other benefits from the Acquisition; the failure to maintain appropriate and consistent operating policies and internal controls across our business and the various geographic regions in which we operate, which could adversely affect our business and results of operations as a result of inconsistent operating, financial and legal practices; and involvement in labor, commercial or regulatory disputes or litigation relating to the acquired operations. Many of these factors will be outside of our control and any one of them could result in increased costs, including restructuring charges, decreases in revenues and diversion of management’s time and energy, which

 

S-22

could adversely affect our business, financial condition and results of operations. Additionally, achieving the anticipated benefits, including synergies and cost savings, is subject to a number of uncertainties, including whether the business acquired can be operated in the manner we intend and whether our costs to fund the Acquisition will be consistent with our expectations. Our success in realizing these synergies and cost savings, and the timing of this realization, depends on many factors, many of which are outside our control. Even if we close the Acquisition successfully, this may not result in the full realization of the synergies and cost savings that we currently expect, either within the expected timeframe or at all. In addition, the costs to achieve these synergies and cost savings may be higher than we anticipate. If our synergies and cost savings are less than our estimates, cost more or take longer to implement than we project, or our assumptions prove to be inaccurate, our results could be lower than we anticipate, which could adversely affect the market price of our common stock.

Thus, the integration of the Target Assets may be unpredictable, subject to delays or changed circumstances, the acquired business may not perform in accordance with our expectations or our expectations with respect to integration, synergies or cost savings as a result of the Acquisition may not materialize. In addition, our anticipated costs to achieve the integration of the Target Assets may differ significantly from our current estimates. The integration may place an additional burden on our management and internal resources, and the diversion of management’s attention during the integration process could have an adverse effect on our business, financial condition and expected operating results.

Upon closing of the Acquisition, the Target Assets may underperform relative to our expectations.

Following completion of the Acquisition, we may not be able to maintain the levels of production, operating efficiency, revenue or earnings that the Target Assets or we have historically achieved. The business and financial performance of the Target Assets are subject to certain risks and uncertainties, including the risk of a material decline in production levels at the Target Assets, potential operating hazards, downtime and damage to the Target Assets from accidents, fires, severe weather, floods or other natural disasters or other unscheduled shutdowns, and exposure to the risks associated with volatile margins in the refining industry and with volatile crude oil, refined product and feedstock prices and associated market conditions.

Following the closing of the Acquisition, we may be unable to achieve the same growth, revenues and profitability that the Target Assets have achieved in the past.

We will incur a substantial amount of indebtedness in connection with the financing of the Acquisition.

We expect to partially fund the Acquisition by incurring additional third-party indebtedness, including the Permanent Financing and/or, to the extent necessary, borrowings under the Bridge Facility, as well as borrowings under the CVR Energy ABL (or, if applicable, the New ABL Facility). See “The Transactions—Debt Financing Transactions.” We face risks associated with increases in overall indebtedness. The combination of the Target Assets and CVR Energy may not be able to generate sufficient cash flow to service and repay this indebtedness, and we may not be able to refinance such indebtedness on favorable terms, or at all. If we are unable to service our indebtedness and fund our operations, we may be forced to, among other things, reduce or delay capital expenditures, seek additional capital, sell assets, or refinance our indebtedness. Any such action may not be successful, and we may be unable to service such indebtedness. Any of the above risks could have a material adverse effect on our business, financial condition, results of operations, cash flows or the market price of our common stock.

The terms and conditions of the Permanent Financing have not been finalized, and we may be required to borrow under the Bridge Facility.

The terms and conditions of the Permanent Financing have not been finalized. Our ability to obtain the Permanent Financing is subject to market conditions, and the Permanent Financing may not be completed in the

 

S-23

manner, on the terms or on the timetable described herein, or at all. Although we intend to obtain the Permanent Financing in lieu of borrowing under the Bridge Facility, we may be required to borrow under the Bridge Facility if we do not generate sufficient net proceeds from this offering and any Permanent Financing to fund the Acquisition, the 2028 Notes Redemption and related fees and expenses. Future changes in market conditions may result in less favorable terms for the Permanent Financing and any changes to the terms of the Permanent Financing may increase our interest expense and adversely affect our business. The terms of the Permanent Financing could also change in a way that increases our indebtedness or makes it easier to incur debt in the future. The final terms of the Permanent Financing will depend on market conditions at the time of the marketing process for the Permanent Financing, and such marketing process may be disrupted by market volatility. If our ability to raise funds through the capital markets is impacted for any reason, including, but not limited to, a deterioration in our financial results, poor economic conditions or market volatility, or poor market reception for the Acquisition or the other Financing Transactions, we may be unable to complete the Permanent Financing on acceptable terms, at favorable pricing, in a timely manner or at all. Additionally, the cost of the Permanent Financing could be more expensive than anticipated. If we are unable to obtain the Permanent Financing on acceptable terms, we may be required to borrow under the Bridge Facility, which has a 364-day maturity. See “The Transactions—Debt Financing Transactions.”

We expect to incur substantial expenses related to the Acquisition and to the integration of the Target Assets into our business, and the expenses may be greater than anticipated due to unexpected events.

We have incurred and expect to incur a number of significant non-recurring costs associated with the Acquisition and, upon closing of the Acquisition, the integration of the Target Assets into our business. These costs include legal, financial advisory, accounting, consulting and other advisory fees, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. In addition, we expect to incur integration costs following the closing of the Acquisition as we integrate the Target Assets’ operations with ours, including facilities and systems consolidation costs. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, compliance, treasury management, refinery and terminal operations, vendor management, risk management, lines of business and pricing.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of these expenses. Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. These expenses may result in us recording increased expenses as a result of the Acquisition or the integration of the Target Assets into our business, and the amount and timing of such charges are uncertain at present and could exceed initial estimates.

The historical financial information of the Target Assets may not reflect the results they would have achieved on a standalone basis or their future results under our ownership.

The historical combined financial statements and other historical financial information of the Target Assets included in or incorporated by reference into this prospectus supplement have been derived from information furnished by MPC and are presented on a carve-out basis, reflecting the Target Assets as historically operated as part of MPC’s broader refining, marketing and logistics operations. Such information may not reflect the financial position, results of operations or cash flows that the Target Assets would have achieved had they operated on a standalone basis during the periods presented. Accordingly, the historical financial information of the Target Assets may not be indicative of their future financial performance or their contribution to our results of operations following the Acquisition.

 

S-24

Our future results may materially differ from the unaudited pro forma condensed combined financial information presented in this prospectus supplement.

Our future results following the closing of the Acquisition may be materially different from those shown in the “Unaudited Pro Forma Condensed Combined Financial Information” section of this prospectus supplement, which shows only a combination of CVR Energy and the Target Assets’ historical results on a pro forma basis after giving effect to the Transactions, for several reasons. The unaudited pro forma condensed combined financial information presented in this prospectus supplement is for illustrative purposes only and is not intended to, and does not purport to, represent what CVR Energy’s actual results or financial condition would have been if the Acquisition had closed. In addition, the unaudited pro forma condensed combined financial information presented in this prospectus supplement is based, in part, on certain assumptions regarding the Acquisition and the other Transactions that CVR Energy believes are reasonable. These assumptions, however, are only preliminary and may not prove to be accurate over time.

The unaudited pro forma condensed combined financial information presented in this prospectus supplement reflects the impact of the Acquisition on CVR Energy’s and the Target Assets’ historical financial information using the acquisition method of accounting, as required under GAAP. Pursuant to the acquisition method, CVR Energy has been determined to be the acquirer for accounting purposes. As required under GAAP, CVR Energy will record the Target Assets’ tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of consideration transferred (i.e., purchase price) over the fair value of net assets acquired will be recorded as goodwill. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if circumstances indicate potential impairment.

The operating results of the Target Assets will be reported as part of CVR Energy on the Acquisition Closing Date. The final valuation of the tangible and identifiable intangible assets acquired and liabilities assumed has not yet been completed. The completion of the valuation upon the closing of the Acquisition could result in significantly different amortization expenses and balance sheet classifications than those presented in the unaudited pro forma condensed combined financial information included in this prospectus supplement. Additionally, if the Acquisition occurs, CVR Energy anticipates incurring integration costs, as well as the cost of cost savings initiatives, which have not been reflected in the unaudited pro forma condensed combined financial information presented in this prospectus supplement.

The Acquisition and post-acquisition integration process may also give rise to unexpected liabilities and costs. Unexpected delays in closing the Acquisition or in connection with the post-acquisition integration process may significantly increase the related costs and expenses incurred by CVR Energy. If any of these circumstances were to occur, operating expenses for the combined business may be higher than expected, reducing operating income and the expected benefits of the Acquisition.

In addition, actual financing costs for the combined company may be higher and revenue may be lower than the corresponding amounts reflected in the unaudited pro forma condensed combined financial information. Higher financing costs would reduce the combined company’s profitability and may limit our ability to pursue cost-reduction and other initiatives. As a result, investors should not place any undue reliance on our unaudited pro forma financial information, and our actual results following the completion of the Transactions may differ from those that are anticipated.

Litigation relating to the Acquisition could result in an injunction preventing the completion of the Acquisition and/or substantial costs to us.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into significant acquisitions, mergers or other business combination agreements, like the Purchase Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our business, financial condition and results of operations.

 

S-25

Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Purchase Agreement already implemented and to otherwise enjoin the parties from closing the Acquisition. One of the conditions to the completion of the Acquisition is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the closing of the Acquisition. As such, if an injunction prohibiting the closing of the Acquisition is obtained, that injunction may prevent the Acquisition from closing or from closing within the expected timeframe or at all, which may adversely affect our business, financial condition and results of operations.

Risks Related to the Offering

IEP and the Commercial Partner will have registration rights and will be able to resell their shares (subject to the lock-up provisions described below), which could cause the market price of our common stock to decline.

Pursuant to the IEP Stockholders Agreement, IEP and its permitted holders have certain resale shelf, demand and piggyback registration rights with respect to the shares of our common stock they hold, including the right to request up to two underwritten shelf offerings, block trades or demand registrations in any rolling 12-month period, each with anticipated gross proceeds of at least $25 million. In particular, before the Acquisition closes, IEP and its affiliates may conduct an underwritten secondary offering (which would include a portion of this offering) of our common stock, on terms IEP sets, and we must take all actions reasonably necessary to facilitate it. The IEP Stockholders Agreement does not impose any standstill, lock-up or other general restriction on IEP’s sale of our common stock, and IEP’s registration rights continue after IEP ceases to hold a majority of our voting power. See “The Transactions—IEP Stockholders and Registration Rights Agreement.” Although IEP Energy Holding LLC, as the selling stockholder in this offering, will be subject to a lock-up period, the lock-up restriction will expire 30 days after the date of this prospectus supplement, and following that expiration, the selling stockholder will not be subject to any contractual restriction on selling the shares of our common stock that the selling stockholder holds.

In addition, pursuant to the Investor Rights Agreement, we will grant the Commercial Partner certain demand, “piggy-back” and shelf registration rights with respect to the common stock included in, or issuable upon conversion of, the Commercial Partner Shares, which will represent approximately 12.1% of our outstanding common stock after giving effect to the Transactions on an as-converted basis. We will be required to file a shelf registration statement registering the resale of the common stock included in, or issuable upon conversion of, the Commercial Partner Shares, or designate an existing effective registration statement covering such shares, no later than 30 days after the Acquisition Closing Date, and the Commercial Partner will have the right to request that we facilitate up to two underwritten offerings, block trades or demand registrations of such common stock in any twelve-month period, subject to a minimum size threshold of $50 million. The Commercial Partner Shares will be subject to a lock-up period ending 180 days following the Acquisition Closing Date, and upon the expiration of the lock-up period (or earlier, if the lock-up restrictions are waived or released, including upon specified sales of our common stock by IEP and its affiliates), the Commercial Partner will be able to resell all the common stock included in, or issued upon conversion of, the Commercial Partner Shares in the public market pursuant to the shelf registration statement. The expiration of the lock-up period could result in a significant number of shares becoming eligible for sale at the same time. The exercise of the Commercial Partner’s piggy-back rights could also reduce the number of shares we are able to sell in any future registered offering of our common stock, and we will bear certain expenses of, and indemnify the Commercial Partner in connection with, any such registration.

As of September 30, 2026, Icahn Enterprises L.P. and its affiliates, including Mr. Carl C. Icahn, owned approximately 71% of our outstanding common stock. Sales of a substantial number of shares of our common stock by IEP, its permitted holders or the Commercial Partner in the public market, or the perception that such sales could occur, could create a market overhang, depress the market price of our common stock and impair our ability to raise capital through future equity offerings. Because the Commercial Partner Shares may be acquired

 

S-26

at an effective price per share of common stock below the public offering price in this offering, the Commercial Partner may be willing to sell shares of our common stock at prices that are below the price you pay in this offering. In addition, the issuance of the Commercial Partner Shares and any common stock issuable upon conversion thereof will further dilute the ownership interests of existing stockholders and purchasers in this offering. See “The Transactions—Commercial Partner Equity Investment.”

The Commercial Partner is a commercial counterparty whose interests may differ from those of our other stockholders.

We have entered into the Commercial Subscription Agreement with the Commercial Partner for the purchase of an aggregate of 14,989,695 shares of our Series A-1 non-voting convertible preferred stock for an aggregate purchase price of $800 million, the proceeds of which we intend to use to partially fund the Acquisition. The closing of the Commercial Partner Equity Investment is conditioned upon, and will occur concurrently with, the closing of the Acquisition and is subject to certain other customary closing conditions. Certain of these conditions are outside of our control, and the Commercial Subscription Agreement may be terminated under certain circumstances. If the Commercial Partner fails to fund its commitment, or if the Commercial Partner Equity Investment does not close or closes for a lower amount, we may be required to obtain replacement financing, including by incurring additional borrowings under the Bridge Facility or other indebtedness or equity financing, which may not be available on favorable terms or at all, and which could increase our leverage and interest expense. This offering is not conditioned upon the closing of the Commercial Partner Equity Investment.

In addition, the Commercial Partner and its affiliates will be our crude oil supplier and inventory intermediation provider and a purchaser of our refined products and certain initial inventories relating to the Target Assets, and following the closing of the Commercial Partner Equity Investment, the Commercial Partner will own approximately 12.1% of our outstanding common stock on an as-converted basis. The Commercial Partner’s interests as a commercial counterparty may conflict with the interests of our other stockholders, including in connection with the negotiation, renewal or enforcement of commercial arrangements with us, and the Commercial Partner may have the ability to influence matters submitted to a vote of our stockholders. The Commercial Partner Equity Investment is being made at a price of $53.37 per share of common stock on an as-converted basis, which may be lower than the public offering price in this offering. Any of the foregoing could adversely affect the market price of our common stock.

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell shares of our common stock owned by you at times or at prices you find attractive.

The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our common stock. Among the factors that could affect our stock price are:

 

•

adverse economic conditions, trade policies, political conditions, outbreaks of war, disasters, or regulatory or other policy changes in states or countries where we have a concentration of our business;

 

•

fluctuations in our financial results, revenues and expenses;

 

•

quarterly and annual variations in our operating results;

 

•

changes in the market’s expectations about our operating results;

 

•

loss of revenues;

 

•

our operating results failing to meet the expectations of securities analysts or investors in a particular period;

 

S-27

•

changes in financial estimates and recommendations by securities analysts concerning us or the industries in which we operate;

 

•

operating and stock price performance of other companies that investors deem comparable to us;

 

•

news reports relating to trends in our markets;

 

•

changes in laws and regulations affecting our business;

 

•

material announcements by us or our competitors;

 

•

the impact or perceived impact of developments relating to our acquisitions such as the Acquisition, including the possible perception by securities analysts or investors that such acquisitions divert management attention from our core operations;

 

•

delays in or failure to complete the Acquisition, or our inability to realize its anticipated benefits, including expected cost savings and synergies;

 

•

market volatility;

 

•

changes in the U.S.-based credit markets;

 

•

changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate;

 

•

a downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation;

 

•

general conditions in the refining and nitrogen fertilizer industries, including fluctuations in crude oil, refined product and feedstock prices and refining margins;

 

•

our investments in geographic expansion and to increase our presence in existing markets;

 

•

our ability to successfully execute our growth strategy;

 

•

a cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us;

 

•

legal proceedings; and

 

•

sales of substantial amounts of shares of our common stock by our directors, executive officers or significant stockholders, including sales by IEP and the Commercial Partner pursuant to its registration rights, or the perception that such sales could occur.

In recent years, the stock market has experienced significant price and volume fluctuations. Such fluctuations, as well as general political conditions, current economic conditions, or interest rate or currency rate fluctuations, could adversely affect the market price of our common stock. This volatility has frequently occurred without regard to the operating performance of the affected companies, and the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, which could materially reduce our share price.

Our stock price may be negatively affected by fluctuations in our financial results.

The market price of our common stock may be subject to fluctuations due not only to general economic and stock market conditions but also to a change in sentiment in the market regarding our operations, business prospects, liquidity or this offering. Our operating results, revenues and expenses may also fluctuate for many other reasons, many of which are outside of our control, such as: competition; our ability to control expenses; loss of revenues; fluctuations in crude oil, refined product and feedstock prices and refining margins; the cost and availability of RINs; interest rate fluctuations; successful execution of our strategic growth plans; managerial execution; employee retention; inflation; litigation; acquisitions of other companies or assets, including the Acquisition; or our investments in other corporate resources. In addition, changes in accounting policies or

 

S-28

practices may affect our level of net income. Fluctuations in our financial results, revenues and expenses may cause the market price of our common stock to decline.

The issuance of a substantial number of shares of our common stock in connection with the Financing Transactions will dilute the ownership interests of our existing stockholders.

In connection with the financing of the Acquisition, we expect to issue a substantial number of shares of our common stock in this offering and, subject to the satisfaction of certain conditions, shares of our Series A-1 non-voting convertible preferred stock in the Commercial Partner Equity Investment, which will be convertible into shares of our common stock. In addition, if this offering and any other qualifying public offerings of our common stock prior to the Acquisition Closing Date generate aggregate gross proceeds to us of less than $500 million, we may issue shares of our Series A-2 non-voting mandatory convertible preferred stock in the IEP Equity Investment, which will automatically convert into shares of our common stock subject to applicable conversion conditions. The issuance of common stock in this offering and upon conversion of any such preferred stock will increase the number of shares of our common stock outstanding and reduce the percentage ownership and proportionate voting interests of our existing stockholders who do not acquire additional shares in these issuances. The extent of such dilution will depend on the number of shares issued and the prices at which such shares are issued. In addition, because this offering is not conditioned upon the closing of the Acquisition, existing stockholders will experience dilution from this offering even if the Acquisition does not close.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

Except as described under “Underwriting—Lock-Up Agreements,” we are not restricted from issuing additional shares of our common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock. The issuance of any additional shares of our common stock or convertible securities could be substantially dilutive to holders of our common stock. Moreover, to the extent that we issue restricted stock, restricted stock units, performance stock, performance stock units, stock appreciation rights, options or warrants to purchase shares of our common stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock, restricted stock units, performance stock or performance stock units vest, our stockholders may experience further dilution. Holders of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our common stock could decline as a result of sales of shares of our common stock made after this offering or the perception that such sales could occur.

If securities or industry press or analysts cease covering our common stock, publish negative research or reports about our business, or if they change their recommendations regarding our common stock adversely, the share price and trading volume of our common stock could decline.

The trading market for shares of our common stock may be influenced by the articles, research and reports that industry or securities analysts and the press publish about us or our business. If one or more of the analysts who cover us downgrade our common stock, or if industry press publishes negative articles about our Company, the share price of our common stock would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Our common stock is equity and is subordinate to our existing and future indebtedness.

Shares of our common stock are equity interests in the Company and do not constitute indebtedness. As such, shares of our common stock will rank junior to all indebtedness and other non-equity claims on the Company with

 

S-29

respect to assets available to satisfy claims on the Company, including the substantial indebtedness we expect to incur in connection with the Acquisition and including in a liquidation of the Company.

The underwriters may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our common stock.

In connection with this offering we are subject to certain issuance and sale restrictions in respect of our common stock for a period of 60 days after the date of this prospectus supplement. Please see “Underwriting—Lock-Up Agreements” for a detailed description of these restrictions and certain exceptions to them.

In addition, all of our directors and executive officers have entered into lock-up agreements with respect to their shares of our common stock, pursuant to which they are subject to certain resale restrictions for a period of 60 days after the date of this prospectus supplement, and the selling stockholder and its certain affiliate have entered into a lock-up agreement with respect to its shares of our common stock, pursuant to which it is subject to certain resale restrictions for a period of 30 days after the date of this prospectus supplement. Barclays Capital Inc. and Jefferies LLC, at any time and without notice, may release all or any portion of the common stock subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, the common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our common stock to decline and impair our ability to raise capital.

 

S-30

THE TRANSACTIONS

The Purchase Agreement

On November 2, 2026, we entered into the Purchase Agreement with the Sellers, pursuant to which we agreed to acquire the Target Assets, and to assume certain liabilities related to the Target Assets, other than specified liabilities that will be retained by the Sellers, for aggregate cash consideration of approximately $4,200 million, subject to customary closing adjustments, including net working capital adjustments.

The closing of the Acquisition remains subject to the satisfaction or waiver of customary closing conditions, including (i) the expiration or termination of applicable waiting periods under the HSR Act, and other applicable antitrust laws, or the issuance of a consent order for public comment or pursuant to the Tunney Act; (ii) the absence of legal prohibitions and specified proceedings challenging the Acquisition; (iii) the accuracy of the parties’ representations and warranties, subject to applicable qualifications; (iv) material compliance with their covenants; and (v) the delivery by each party of the documents, instruments and ancillary agreements required to be delivered at closing. Our obligation to close is also subject to the absence of a Material Adverse Effect, as defined in the Purchase Agreement, that has occurred since the date of the Purchase Agreement and is continuing at closing, and to written approval of, or other non-objection to or authorization from, the North Dakota Department of Environmental Quality, for the transfer of Hazardous Waste Permit No. HW-002, which covers hazardous-waste storage, treatment and corrective action at the Mandan Refinery. The parties to the Purchase Agreement have agreed to use reasonable best efforts to obtain the required transfer authorization.

The Purchase Agreement permits termination in specified circumstances, including breaches of the agreement, failure to satisfy closing conditions and failure to close when required, subject to applicable qualifications. The initial outside date is 270 days after execution of the Purchase Agreement, subject to extension to as late as 360 days after execution of the Purchase Agreement in specified circumstances relating to antitrust approvals or casualty restoration.

We may be required to pay a reverse termination fee if the Sellers terminate the Purchase Agreement in specified circumstances involving our willful breach or our election not to close when, as of the applicable outside date, our closing conditions have been satisfied or waived, subject to specified exceptions for conditions to be satisfied at closing, and the Sellers have confirmed in writing that they are ready, willing and able to close. The fee is 6% of the aggregate base purchase price, or $252 million, for our willful breach or a qualifying failure to close because required financing is not obtained or funded, and 4%, or $168 million, for other specified failures to close. A fee of 2% of the aggregate base purchase price, or $84 million, is payable upon termination by us or the Sellers in specified circumstances because the antitrust conditions are not satisfied by the applicable outside date, including where we elect not to accept a burdensome regulatory condition that we are permitted to reject under the Purchase Agreement. These fees are not cumulative.

We have also agreed to maintain at least $500 million of unrestricted cash and cash equivalents until the Acquisition closes or the Purchase Agreement is terminated. Upon notice to the Sellers, this amount is automatically increased by up to an additional $500 million from deposited proceeds to us of any equity offering completed by us after execution of the Purchase Agreement, including this offering, and such amount would be $1,000 million if the full increase is effected. This requirement to maintain cash could continue until the outside date, limiting our ability to use these funds for other investments or corporate purposes and potentially reducing the returns we could otherwise earn.

The closing of this offering is expected to occur prior to the Acquisition Closing Date. The closing of this offering is not conditioned upon the closing of the Acquisition or the other Financing Transactions. We may not complete the Acquisition or the Financing Transactions on the terms contemplated by this prospectus supplement or at all. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities that may be offered in the Financing Transactions other than the offering of our common stock contemplated hereby.

 

S-31

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement. A copy of the Purchase Agreement is included as an exhibit to our Current Report on Form 8-K filed with the SEC on November 3, 2026, which is incorporated by reference into this prospectus supplement. The Purchase Agreement has been incorporated by reference herein solely to provide investors and security holders with information relating to its terms. It is not intended to be a source of financial, business or operational information about the Target Assets. The representations, warranties and covenants contained in the Purchase Agreement are made only for the purposes of the Purchase Agreement and are made as of specific dates and are solely for the benefit of the parties to the Purchase Agreement. As to factual matters concerning the Target Assets, you should not rely upon the representations and warranties in the Purchase Agreement.

Commercial Partner Equity Investment

On November 2, 2026, we entered into the Commercial Subscription Agreement with the Commercial Partner, pursuant to which the Commercial Partner agreed to purchase the Commercial Partner Shares for an aggregate purchase price of $800,000,000 in order to partially finance the aggregate consideration for the Acquisition. The Commercial Partner’s obligation to consummate the Commercial Partner Equity Investment is subject to the concurrent satisfaction or waiver of the conditions to the closing of the Acquisition under the Purchase Agreement (other than conditions to be satisfied at closing, subject to their satisfaction or waiver at closing), the substantially concurrent consummation of the Acquisition, material compliance with the agreed capital plan, receipt of the specified financing and certain other customary closing conditions. The Commercial Subscription Agreement will terminate in specified circumstances, including upon termination of the Purchase Agreement in accordance with its terms. The Commercial Partner Shares will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

The Commercial Preferred Stock included in the Commercial Partner Shares will be convertible at the holder’s election into shares of common stock, initially on a one-for-one basis upon expiration or termination of the applicable waiting period under the HSR Act. The Commercial Partner may not convert the Commercial Preferred Stock if such conversion would result in the Commercial Partner’s beneficial ownership of common stock exceeding 9.50% of the total outstanding common stock, which limitation may be waived at the election of the Commercial Partner upon no less than sixty-one (61) days’ notice. The Commercial Preferred Stock ranks pari passu with the common stock, has no right to receive dividends or distributions not payable to holders of common stock (other than for certain specified delays), and is otherwise substantially equivalent to the common stock, but does not have general voting rights. The Commercial Subscription Agreement also provides for certain pricing adjustments, including for certain lower-priced equity financings between the date of the Commercial Subscription Agreement and the earlier of the Acquisition Closing Date and termination of the Purchase Agreement in accordance with its terms, and the issuance of shares of Commercial Preferred Stock (or, at closing, common stock at the Commercial Partner’s election) as compensation for specified delays in consummation of the Acquisition or receipt of HSR Act approval for conversion of the Commercial Preferred Stock, subject to applicable conditions. Such credits will begin to accrue six months after signing, each at a rate of 1% per annum, and may accrue concurrently.

In connection with the Commercial Partner Equity Investment, concurrently with execution of the Commercial Subscription Agreement, we have entered into the Investor Rights Agreement, pursuant to which the Commercial Partner is entitled upon the closing of the Commercial Partner Equity Investment to certain demand, piggyback and shelf registration rights with respect to the common stock included in, or issuable upon conversion of, the Commercial Partner Shares. Pursuant to the Investor Rights Agreement, the Commercial Partner is entitled to designate a board observer to our Board, which the Commercial Partner may convert at its election into the right to designate one nominee for election to our Board, for so long as the Commercial Partner retains at least 50% of its equity position acquired upon consummation of the Acquisition. Pursuant to the Investor Rights Agreement, the Commercial Partner is also entitled to certain information rights upon the closing of the Acquisition and certain preemptive rights, subject to certain conditions. The preemptive rights apply from signing to qualifying issuances at or below the Commercial Partner’s subscription price. The Commercial

 

S-32

Partner’s investment will be subject to a lock-up period beginning on the date of the Commercial Subscription Agreement and ending 180 days after the Acquisition Closing Date, subject to certain specified exceptions and early release provisions.

Commercial Agreements

On November 2, 2026, in connection with the execution of the Purchase Agreement and the Commercial Partner Equity Investment, certain of our subsidiaries entered into the Commercial Agreements with Trafigura Trading LLC. The Commercial Agreements will become effective upon the later of the Acquisition Closing Date and the satisfaction or waiver of applicable conditions, including funding of the Commercial Partner Equity Investment, and will expire on the tenth anniversary of that effective date, subject to earlier termination and to a two-year extension option exercisable by the Commercial Partner if it continues to hold at least 50% of its initial equity position.

Under the Commercial Agreements, the Commercial Partner will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park refineries and, under the Supply Agreement, will serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions. Under the Supply Agreement, we will determine the crude slate and nominate monthly volumes, the Commercial Partner will source crude oil from third parties consistent with those nominations, and title will pass to us as crude oil is withdrawn from designated refinery storage tanks. We will continue to operate the refineries and retain exposure to refining margins. We will also provide related storage, logistics and transportation services and temporarily assign specified transportation and storage rights to the Commercial Partner.

IEP Subscription Agreement

On November 2, 2026, we entered into the IEP Subscription Agreement with AEP, pursuant to which AEP committed, subject to the terms and conditions thereof, to purchase the IEP Preferred Stock for an aggregate purchase price of up to $500,000,000 at the Investment Price. The IEP Preferred Stock ranks pari passu with the common stock, has no right to receive dividends or distributions not payable to holders of common stock, and is otherwise substantially equivalent to the common stock, but does not have general voting rights. The IEP Preferred Stock will automatically convert into common stock on a one-for-one basis, subject to customary adjustments, promptly following expiration of the applicable waiting period under Rule 14c-2 under the Exchange Act relating to the approval by our stockholders, as required by the rules of the NYSE (which was received on November 2, 2026), of the conversion of the Series A-2 non-voting mandatory convertible preferred stock into shares of common stock and the issuance of common stock in connection with that conversion. The amount of the IEP Equity Investment will be automatically and permanently reduced, on a dollar-for-dollar basis, by the aggregate gross cash proceeds received (including receipt in escrow) by the Company from public offerings of its common stock consummated after the date of the IEP Subscription Agreement and before the funding of the IEP Equity Investment, including this offering. The proceeds of the IEP Equity Investment, if needed, will be used solely to fund a portion of the consideration for the Acquisition.

AEP’s obligation to consummate the IEP Equity Investment is subject to the concurrent satisfaction or waiver of the conditions to the closing of the Acquisition under the Purchase Agreement (other than conditions to be satisfied at closing, subject to their satisfaction or waiver at closing), the substantially concurrent consummation of the Acquisition and certain other customary closing conditions. The IEP Subscription Agreement will terminate in specified circumstances, including upon termination of the Purchase Agreement in accordance with its terms or receipt by the Company (including receipt in escrow) of aggregate gross cash proceeds of at least $500,000,000 from such public offerings. We have agreed to pay AEP a non-refundable commitment fee equal to 1.00% of the aggregate commitment under the IEP Subscription Agreement, which is payable upon execution of the IEP Subscription Agreement, and to reimburse AEP’s transaction expenses.

 

S-33

IEP Stockholders and Registration Rights Agreement

In connection with the execution of the IEP Subscription Agreement, on November 2, 2026, we entered into the IEP Stockholders Agreement with IEP. Pursuant to the IEP Stockholders Agreement, IEP is entitled to designate six directors to serve on our Board while IEP and its controlled affiliates beneficially own more than 50% of our outstanding common stock and five directors while they own at least 40% but not more than 50% of our outstanding common stock. Below those thresholds, IEP may designate four, three, two or one directors based on adjusted ownership thresholds of 30%, 20%, 10% and 5%, respectively, with protections against dilution based upon additional share issuances and adjustments for changes in Board size. Reductions in IEP’s Board designation rights will be determined based upon IEP’s ownership percentages immediately before we mail our proxy statement for our next annual meeting of stockholders in any applicable year, and such reduction will take effect at the next annual meeting of our stockholders following reduction below the applicable threshold. The IEP Stockholders Agreement also provides, at IEP’s request, for at least one qualified IEP designee to serve on each standing committee of the Board, subject to applicable law, exchange independence requirements and specified conflict exceptions, as well as IEP’s consent over the adoption, amendment or maintenance of any stockholder rights plan.

Pursuant to the IEP Stockholders Agreement, we will grant IEP and its affiliates certain demand, piggyback and shelf registration rights with respect to the common stock owned by IEP and its affiliates, subject to certain customary thresholds and conditions. Before the Acquisition Closing Date, IEP and its affiliates may conduct an underwritten registered secondary offering of our common stock following or concurrently with our public offering in connection with the Acquisition, including shares sold pursuant to an underwriters’ option, on terms determined by IEP in its sole discretion. We have agreed to take all actions reasonably necessary to facilitate such offering and will not receive any proceeds from those sales. IEP and its affiliates will also be entitled to information and preemptive rights for so long as they collectively retain at least 5% of our outstanding common stock, with certain protections against dilution based upon additional share issuances.

Debt Financing Transactions

Debt Commitment Letter

In connection with the execution of the Purchase Agreement, the Commitment Parties delivered the Debt Commitment Letter to the Company, pursuant to which, among other things, the Commitment Parties committed to provide (i) to the extent the aggregate net cash proceeds of the Permanent Financing are less than $2,500 million, a senior secured 364-day bridge loan facility in an aggregate principal amount of up to $2,500 million, (ii) their consent to the ABL Amendment to the Existing ABL Facility in connection with the Acquisition and an additional $550 million of Incremental Existing ABL Facility Commitments under the Existing ABL Facility to be established upon the effectiveness of the ABL Amendment, thereby bringing the total commitments under the Existing ABL Facility to $1.1 billion (with such upsize effective upon the closing of the Acquisition), and (iii) to the extent the ABL Amendment cannot be achieved, commitments under the New ABL Facility with aggregate commitments of $1,100 million, which will refinance the Existing ABL Facility in full, in each case to be used in connection with the Acquisition.

The availability of the Incremental Existing ABL Facility Commitments or the New ABL Facility, as applicable, and the Bridge Facility pursuant to the Debt Commitment Letter is subject to the satisfaction of certain customary conditions to closing set forth therein.

The commitments under the Debt Commitment Letter in respect of the New ABL Facility are available solely if the ABL Amendment is not effected on or prior to the closing date of the Acquisition, and will be automatically and permanently reduced to zero upon the effectiveness of the ABL Amendment (including the Incremental Existing ABL Facility Commitments). If entered into, the New ABL Facility will refinance the Existing ABL Facility in full.

 

S-34

The commitments under the Bridge Facility will be automatically and permanently reduced, on a dollar-for-dollar basis, by the net cash proceeds received by us or certain of our subsidiaries from (i) the issuance of equity or equity-linked securities (including any net cash proceeds that we receive from this offering in excess of the threshold specified below), (ii) the incurrence of term loans and (iii) the issuance of notes or other debt securities, in each case subject to certain exceptions. These exceptions include, among others, certain borrowings under the Existing ABL Facility, the IEP Equity Investment, the Commercial Partner Equity Investment and up to $750 million of net cash proceeds from certain equity offerings, including this offering. We do not currently intend to fund the Bridge Facility and instead currently intend to partially fund the Acquisition through the incurrence of senior secured indebtedness (the “Permanent Financing”) in lieu of borrowings under the Bridge Facility. To the extent any net cash proceeds described in clauses (i), (ii) or (iii) above in excess of $750 million are received after the Bridge Facility is funded upon the closing of the Acquisition, subject to the exceptions described above, they will instead be applied to prepay outstanding loans under the Bridge Facility, subject to certain exceptions.

This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities that may be offered in the Permanent Financing. Although we do not currently expect to make any borrowings under the Bridge Facility, there can be no assurance that such borrowings will not be made. We may be required to borrow under the Bridge Facility if we do not generate sufficient net proceeds from this offering and any Permanent Financing to fund the Acquisition, the 2028 Notes Redemption and related fees and expenses. See “Risk Factors—Risks Related to the Acquisition—The terms and conditions of the Permanent Financing have not been finalized, and we may be required to borrow under the Bridge Facility.”

Supplemental Indenture

On or before the Acquisition Closing Date, we expect to enter into the Supplemental Indenture. The Supplemental Indenture will provide for the Existing Senior Notes to become secured on an equal and ratable basis with the Bridge Facility and/or any secured Permanent Financing. As of September 30, 2026, we had $1.0 billion aggregate principal amount of Existing Senior Notes outstanding, all of which were unsecured.

2028 Notes Redemption

As of September 30, 2026, we had $183 million aggregate principal amount of the 2028 Notes outstanding. We intend to redeem all of the outstanding 2028 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. We intend to fund the 2028 Notes Redemption with a portion of the net proceeds of the Financing Transactions and cash on hand, as set forth under “Summary—The Transactions—Illustrative Sources and Uses” and “Use of Proceeds.” The statements of intent in this prospectus supplement with respect to the 2028 Notes Redemption do not constitute a notice of redemption under the indenture governing the 2028 Notes, nor an offer to purchase the 2028 Notes. We have no obligation to undertake the 2028 Notes Redemption, and we cannot assure you that we will effect the 2028 Notes Redemption on the terms described in this prospectus supplement or at all. See “Capitalization.”

 

S-35

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $    million after deducting underwriting discounts and estimated offering expenses. We will not receive any of the proceeds from the sale of shares by the selling stockholder, although we will bear the costs, other than the underwriting discounts and commissions, associated with those sales.

We intend to use the net proceeds that we receive from this offering, together with cash on hand and the net proceeds from the other Financing Transactions, to fund the Acquisition, effect the 2028 Notes Redemption and pay related fees and expenses. See “Summary—The Transactions—Illustrative Sources and Uses.”

The closing of this offering is not contingent on the closing of the Acquisition or the other Financing Transactions. The shares offered hereby will remain outstanding whether or not the Acquisition is completed. If we do not close the Acquisition, we expect to use the net proceeds that we receive from this offering for general corporate purposes. See “Risk Factors—Risks Related to the Acquisition—We intend to use the net proceeds that we receive from this offering, together with cash on hand and net proceeds from the other Financing Transactions, to fund the aggregate consideration necessary to complete the Acquisition, but this offering is not conditioned upon the closing of the Acquisition, and we will have broad discretion to determine alternative uses of proceeds.”

As of September 30, 2026, we had no outstanding borrowings under the Existing ABL Facility. As of September 30, 2026, the Existing ABL Facility had an effective interest rate of 5.4%. See “Summary—The Transactions—Debt Financing Transactions.” As of September 30, 2026, we had $183 million aggregate principal amount of the 2028 Notes outstanding, maturing on February 15, 2028. The 2028 Notes have an interest rate of 5.750%. See “Summary—The Transactions—Debt Financing Transactions—2028 Notes Redemption.”

Certain of the underwriters or their affiliates may hold a portion of our indebtedness under the Existing ABL Facility and/or the 2028 Notes and, accordingly, may receive a portion of the net proceeds from this offering. See “Underwriting—Other Relationships.”

 

S-36

CAPITALIZATION

The following table sets forth our cash and cash equivalents and consolidated capitalization as of September 30, 2026:

 

•

on an actual basis;

 

•

on an as adjusted basis to give effect to the issuance and sale of shares of our common stock offered hereby, after deducting underwriting discounts and commissions and estimated offering expenses, but without giving effect to the Acquisition or any other Financing Transactions; and

 

•

on a pro forma as adjusted basis to give effect to the Transactions, as if the Transactions had occurred on September 30, 2026, including this offering, borrowings under the Bridge Facility, borrowings under the Existing ABL Facility following the effectiveness of the ABL Amendment, the Commercial Partner Equity Investment, the Supplemental Indenture and the application of the net proceeds of the foregoing, together with cash on hand, to close the Acquisition, effect the 2028 Notes Redemption and pay related fees and expenses, as described under “Use of Proceeds.”

 

S-37

We derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and the notes related thereto included in the Q3 Form 10-Q. You should read this table in conjunction with “Use of Proceeds,” “Summary—The Transactions—Illustrative Sources and Uses” and “Unaudited Pro Forma Condensed Combined Financial Information” appearing elsewhere in this prospectus supplement and our consolidated financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. Investors should not place undue reliance on the pro forma as adjusted information included below because this offering is not contingent upon completion of the Acquisition or the other Financing Transactions, which may not be completed on the terms described herein or at all.

 

						As of September 30, 2026
		Actual				As Adjusted				Pro Forma As Adjusted
		(in millions, except share and per-share amounts)
Cash and cash equivalents(1)		$	1,278			$	1,778			$	1,278
Debt and finance lease obligations:
7.500% Senior Notes, due February 2031(2)			600				600				600
7.875% Senior Notes, due February 2034(2)			400				400				400
5.750% Senior Notes, due February 2028			183				183				—
Bridge Facility(3)			—				—				2,500
CVR Energy ABL(4)(5)			—				—				250
CVR Partners’ asset-based revolving credit facility(6)			—				—				—
CVR Partners’ 6.125% Senior Secured Notes, due June 2028			550				550				550
Finance lease obligations, net of current portion			49				49				49
Unamortized debt issuance costs			(13	)			(13	)			(13)
Total long-term debt and finance lease obligations, net of current portion		$	1,769			$	1,769			$	4,336
Current portion of long-term debt and finance lease obligations			12				12				12
Total long-term debt and finance lease obligations, including current portion		$	1,781			$	1,781			$	4,348
CVR Energy stockholders’ equity:
Preferred stock, $0.01 par value per share; 50,000,000 shares authorized; none issued actual and as adjusted; 14,989,695 shares of Series A-1 non-voting convertible preferred stock issued, pro forma as adjusted			—				—				—
Common stock, $0.01 par value per share; 350,000,000 shares authorized; 100,629,209 shares issued and 100,530,599 shares outstanding, actual;     shares issued and     shares outstanding, as adjusted; and     shares issued and     shares outstanding, pro forma as adjusted			1
Additional paid-in capital			1,508				2,008				2,008
Accumulated deficit			(422	)			(422)				(422)
Treasury stock, 98,610 shares at cost			(2	)			(2)				(2)
Total CVR Energy stockholders’ equity		$	1,085			$	1,585			$	2,385
Noncontrolling interests			172				172				172
Total equity		$	1,257			$	1,757			$	2,557
Total capitalization		$	3,038			$	3,538			$	6,905

(1)	Our cash and cash equivalents increased from $1,278 million as of September 30, 2026 to approximately $1,610 million as of October 31, 2026, primarily due to continued cash generated by our operating activities.

 

S-38

(2)

Upon entry into the Supplemental Indenture, the 7.500% Senior Notes due February 2031 and the 7.875% Senior Notes due February 2034 will become secured on an equal and ratable basis with the Bridge Facility and/or any secured Permanent Financing. See “The Transactions—Debt Financing Transactions—Supplemental Indenture.”

(3)

We expect to fund the Permanent Financing instead of the Bridge Facility. However, the Permanent Financing has not been finalized, and the terms thereof remain subject to change. See “Risk Factors—Risks Related to the Acquisition—The terms and conditions of the Permanent Financing have not been finalized, and we may be required to borrow under the Bridge Facility.”

(4)	Reflects the anticipated $250 million borrowing under the Existing ABL Facility following the effectiveness of the ABL Amendment. See “The Transactions—Debt Financing Transactions—Debt Commitment Letter.”

(5)

In February 2026, the CVR Energy ABL was amended to increase the aggregate principal amount available thereunder by an additional $205 million and to extend the maturity date of the facility from June 2027 to February 2031. As of September 30, 2026, the Company had no outstanding borrowings and approximately $530 million in availability under the CVR Energy ABL, after giving effect to $20 million of outstanding letters of credit.

(6)	As of September 30, 2026, there were no outstanding borrowings or letters of credit issued under CVR Partners’ asset-based revolving credit facility.

 

S-39

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information illustrates the effects of the Transactions and includes the unaudited pro forma condensed combined balance sheet as of September 30, 2026, and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and 2025 and the year ended December 31, 2025, and the accompanying notes. The unaudited pro forma condensed combined statements of operations give effect to the Transactions as if they had occurred on January 1, 2025, and the unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on September 30, 2026.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the following historical financial statements of CVR Energy and the Target Assets:

 

•

CVR Energy’s historical audited consolidated financial statements and accompanying notes included in the Form 10-K, and CVR Energy’s historical unaudited condensed consolidated financial statements and related notes as of September 30, 2026, and for the nine months ended September 30, 2026 and 2025, included in the Q3 Form 10-Q; and

 

•

The Target Assets’ historical audited carve-out combined financial statements and related notes for the year ended December 31, 2025, and the historical unaudited carve-out condensed combined financial statements for the nine months ended September 30, 2026 and 2025, attached as Exhibits 99.1 and 99.2, respectively, to the Form 8-K filed with the SEC on November 3, 2026 (relating to the Target Assets’ financial statements and pro forma financial information) incorporated by reference into this prospectus supplement.

The unaudited pro forma condensed combined financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) using the acquisition method of accounting for business combinations under Accounting Standards Codification (“ASC”) 805, Business Combinations. Under the acquisition method, the aggregate consideration transferred is allocated to the Target Assets including the underlying tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values, with any excess recorded as goodwill. For purposes of this preliminary presentation, CVR Energy has assumed that the consummation of the Acquisition occurred on September 30, 2026. The Purchase Agreement provides for an aggregate purchase price for the Target Assets, subject to post-closing adjustments based on, among other items, hydrocarbon inventory, non-hydrocarbon catalyst assets, working capital, certain asset taxes, repair costs and 2026 pro-rated bonus amounts, as applicable. The final consideration and allocation will be determined from the closing and final settlement statements and may differ materially from the preliminary amounts reflected herein.

In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed combined financial information has been prepared for illustrative and informational purposes only and is not intended to represent what CVR Energy’s results of operations or financial position would have been had the Acquisition occurred on the dates indicated, or what they will be for any future periods or as of any future date. The unaudited pro forma condensed combined financial information does not reflect the realization of any expected cost savings or other synergies or dis-synergies that may be realized as a result of the Acquisition.

 

S-40

CVR ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2026

 

		Historical CVR Energy, Inc				Historical Target Assets as reclassified				Acquisition Accounting Adjustments				Notes				Other Accounting Adjustments				Notes				Pro Forma Combined
(in millions)						(Note 3)
ASSETS
Current Assets:
Cash and cash equivalents		$	1,278			$	—			$	(4,969	)			(4A	)			3,943				(5A	)		$	69
																			(183	)			(5D	)
Accounts receivable, net			464				44				(44	)			(4B	)											464
Inventories			655				840				(5	)			(4B	)											1,490
Prepaid expenses			20				—																				20
Other current assets			17				—																				17
Total current assets			2,434				884				(5,018	)							3,760								2,060
Property, plant and equipment, net			2,011				817				1,356				(4C	)											4,184
Goodwill			—				—				1,499				(4F	)											1,499
Intangible assets			—				42				360				(4C	)											402
Other long-term assets			335				194				(27	)			(4C	)											502
Total assets		$	4,780			$	1,937			$	(1,830	)						$	3,760							$	8,647
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	620			$	277			$	(188	)			(4B	)										$	729
											20				(4G	)
Other current liabilities			785				289				(288	)			(4B	)											786
Total current liabilities			1,405				566				(456	)							—								1,515
Long-term liabilities:
Long-term debt and finance lease obligations, net of current portion			1,769				—												2,675				(5A	)			4,261
																			(183	)			(5D	)
Deferred income taxes			245				103				(103	)			(4B	)											245
Other long-term liabilities			104				24				(7	)			(4B	)											121
Total long-term liabilities			2,118				127				(110	)							2,492								4,627
CVR Energy stockholders’ equity:
Preferred stock			—																								—
Common stock			1																1				(5A	)			2
Additional paid-in capital			1,508																1,267				(5A	)			2,775
Accumulated deficit			(422	)							(20	)			(4G	)											(442	)
Treasury stock			(2	)																							(2	)
Net parent investment			—				1,244				(1,244	)			(4H	)											—
Total CVR Energy stockholders’ equity			1,085				1,244				(1,264	)							1,268								2,333
Noncontrolling interest			172																								172
Total equity			1,257				1,244				(1,264	)							1,268								2,505
Total liabilities and equity		$	4,780			$	1,937			$	(1,830	)						$	3,760							$	8,647

See notes to unaudited pro forma condensed combined financial statements.

 

S-41

CVR ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2026

 

		Historical CVR Energy, Inc.				Historical Target Assets as reclassified				Acquisition Accounting Adjustments				Notes				Other Accounting Adjustments				Notes				Pro Forma Combined
(in millions, except per share data)						(Note 3)
Net sales		$	8,000			$	7,594			$	(53	)			(4K	)										$	15,541
Operating costs and expenses:
Cost of materials and other			6,398				6,339				(54	)			(4K	)											12,683
Direct operating expenses (exclusive of depreciation and amortization)			573				—																				573
Depreciation and amortization			232				69				121				(4D	)											391
											38				(4E	)
											(69	)			(4J	)
Cost of sales			7,203				6,408				36								—								13,647
Selling, general and administrative expenses (exclusive of depreciation and amortization)			131				149																				280
Depreciation and amortization			5				—																				5
Other operating expenses, net			4				11																				15
Operating income			657				1,026				(89	)							—								1,594
Other (expense) income:
Interest expense, net			(105	)			—												(166	)			(5B	)			(261	)
																			10				(5D	)
Other income, net			19				11																				30
Income before income taxes			571				1,037				(89	)							(156	)							1,363
Income tax (benefit) expense			122				269				(22	)			(4M	)			(38	)			(5C	)			331
Net income			449				768				(67	)							(118	)							1,032
Less: Net income attributable to noncontrolling interest			74																								74
Net income attributable to CVR Energy stockholders		$	375			$	768			$	(67	)						$	(118	)						$	958
Basic and diluted earnings per share (4L)		$	3.73																							$	7.73
Weighted average common shares outstanding:
Basic and diluted (4L)			100.5																								123.9

See notes to unaudited pro forma condensed combined financial statements.

 

S-42