cvi-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2026
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to .

Commission file number: 001-35120

CVR PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware

56-2677689

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479

(Address of principal executive offices) (Zip Code)

(281) 207-3200

(Registrant’s telephone number, including area code)

_____________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common units representing limited partner interests	UAN	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 10,569,637 common units representing limited partner interests of CVR Partners, LP (“common units”) outstanding at April 24, 2026.

Table of Contents

TABLE OF CONTENTS

CVR PARTNERS, LP - Quarterly Report on Form 10-Q

March 31, 2026

PART I. Financial Information

PART II. Other Information

Condensed Con solidate d Balance Sheets - March 31, 2026 and December 31, 2025 (unaudited)

Item 1A.

Risk Factors

Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2026 and 2025 (unaudited)

Item 5.

Other Information

Condensed Consolidated Statements of Partners’ Capital - Three Months Ended March 31, 2026 and 2025 (unaudited)

Item 6.

Exhibits

Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025 (unaudited)

Signatures

Notes to the Condensed Consolidated Financial Statements (unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” section of this filing.

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Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, those under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report. 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, unit repurchases, impacts of legal proceedings, legislation, policies or regulations, 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 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 meet certain carbon capture and sequestration milestones;

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

•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 business;

•our ability to generate distributable cash or make cash distributions on our common units, including reserves and future uses of cash;

•expectations regarding global production levels, including our production levels;

•expectations regarding the volatile, cyclical, and seasonal nature of our business;

•expectations of asset useful lives and impairments and impacts thereof and realizable inventory value;

•expectations of the cost and value of payouts under or in connection with our equity and non-equity incentive plans;

•expected competition in the nitrogen fertilizer business and foreign wheat and coarse grain production, including impacts thereof as a result of farm planting acreage, domestic and global supply and demand, and domestic or international duties, tariffs or other factors; and

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

Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. 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, the tensions and conflict in the Middle East and the recent developments in Venezuela and the U.S.-Israel and Iran war), and any escalation, expansion, or resolution thereof, on commodity prices and other markets to which we provide products;

•risks related to our dependence on significant third-party suppliers and customers;

•the ability of our general partner, CVR GP, LLC (“General Partner”), to modify or revoke our distribution policy at any time;

•the impact of weather on our business, including our ability to produce, market, sell, transport or deliver fertilizer products profitably or at all;

•risks related to potential strategic transactions involving CVR Partners, LP ( “CVR Partners”), or interests therein, in which our affiliate, CVR Energy, Inc. (together with its subsidiaries, but excluding CVR Partners and its subsidiaries, “CVR Energy”), and its controlling shareholder or others may participate;

•the impacts of existing and future laws, regulations, rules, policies, or rulings, including changes, amendments, reinterpretation or amplification thereof and the actions of the current administration or future administrations relating thereto, including potential liabilities or capital requirements arising therefrom and the impacts thereof on macroeconomic factors, consumer activity or otherwise;

March 31, 2026 | 3

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•the effects of alternative energy or fuel sources and impacts on corn prices (ethanol), and the end-use and application of fertilizers;

•impacts of rulings, judgments or settlements in litigation, tax or other legal or regulatory matters;

•risks related to our lack of asset diversification;

•risks related to product pricing, including spot and contracted sales, the timing thereof, and our ability to realize market prices, in full or at all;

•the effects of accidents or other unscheduled shutdowns or interruptions affecting our facilities, machinery, people, or equipment, or those of our suppliers or customers;

•risks related to potential operating hazards from accidents, fires, severe weather, tornadoes, floods, wildfires, or other natural disasters;

•the effects of the volatile nature of ammonia, potential liability for accidents involving ammonia including damage or injury to persons, property, the environment or human health and increased costs related to the transport or production of ammonia;

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

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

•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;

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

•risks related to our capital structure, including our ability to issue securities, the impacts of securities issuances on securities prices or dilution, instability and volatility in the capital and credit markets, restrictions in our debt agreements and our ability to refinance our debt on acceptable terms or at all;

•the effect of the potential loss of transportation cost advantage over our competitors;

•risks related to our reliance on CVR Energy’s management team and conflicts of interest they may face operating each of CVR Partners and CVR Energy;

•risks related to control of our General Partner by CVR Energy and control of CVR Energy by its controlling shareholder, which could result in competition, transactions, or conflicts with CVR Energy and its affiliates;

•the impact of potential changes in our treatment as a partnership for U.S. federal income or state tax purposes;

•risks related to the number of investors willing to hold or acquire our common units and impacts of any changes in ownership of our common units by CVR Energy, Mr. Carl C. Icahn, or their affiliates, or of CVR Energy’s common stock by Mr. Carl C. Icahn or his affiliates;

•the effects of operating hazards and interruptions at our facilities, including unscheduled maintenance or downtime and the availability of adequate insurance coverage;

•the risk of changes in tax and other laws, regulations and policies, including the One Big Beautiful Bill Act; and

•the factors described in greater detail under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the U.S. Securities and Exchange Commission (“SEC”).

All forward-looking statements contained in this Report only speak as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur after the date of this Report, or to reflect the occurrence of unanticipated events, except to the extent required by law.

Information About Us

Investors should note that we make available, free of charge on our website at www.CVRPartners.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investor Relations section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CVR PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands)	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	128,086	$	69,243
Accounts receivable, net	52,842		58,956
Inventories	88,310		82,683
Prepaid expenses	1,633		1,498
Other current assets	332		1,487
Total current assets	271,203		213,867
Property, plant, and equipment, net	704,365		711,824


Other long-term assets	42,616		43,764
Total assets	$	1,018,184	$	969,455

LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	39,139	$	44,659
Accounts payable to affiliates	4,970		3,784
Deferred revenue	23,569		22,980
Other current liabilities	30,895		25,350
Total current liabilities	98,573		96,773
Long-term liabilities:
Long-term debt and finance lease obligation, net of current portion	569,014		569,068
Long-term deferred revenue	19,034		20,621
Other long-term liabilities	19,820		17,252
Total long-term liabilities	607,868		606,941
Commitments and contingencies (See Note 9)
Partners’ capital:
Common unitholders, 10,569,637 and 10,569,637 units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	311,742		265,740
General partner interest	1		1
Total partners’ capital	311,743		265,741
Total liabilities and partners’ capital	$	1,018,184	$	969,455

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CVR PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
(in thousands, except per unit data)		2026		2025
Net sales		$	180,048	$	142,866
Operating costs and expenses:
Cost of materials and other		29,426		27,901
Direct operating expenses (exclusive of depreciation and amortization)		63,204		54,486
Depreciation and amortization		19,963		18,041
Cost of sales		112,593		100,428
Selling, general and administrative expenses		9,031		7,889
Loss (gain) on asset disposal		777		(40)

Operating income		57,647		34,589
Other (expense) income:
Interest expense, net		(7,848)		(7,726)

Other income, net		114		225
Income before income taxes		49,913		27,088
Income taxes		—		—
Net income		$	49,913	$	27,088

Basic and diluted earnings per common unit		$	4.72	$	2.56


Weighted-average common units outstanding:
Basic and Diluted		10,570		10,570

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CVR PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(unaudited)


	Common Units			General Partner Interest		Total Partners’ Capital
(in thousands, except unit data)	Issued	Amount
Balance at December 31, 2025	10,569,637	$	265,740	$	1	$	265,741
Net income	—	49,913		—		49,913

Cash distributions to common unitholders - Affiliates	—	(1,541)		—		(1,541)
Cash distributions to common unitholders - Non-affiliates	—	(2,370)		—		(2,370)

Balance at March 31, 2026	10,569,637	$	311,742	$	1	$	311,743


	Common Units			General Partner Interest		Total Partners’ Capital
(in thousands, except unit data)	Issued	Amount
Balance at December 31, 2024	10,569,637	$	293,069	$	1	$	293,070
Net income	—	27,088		—		27,088

Cash distributions to common unitholders - Affiliates	—	(6,811)		—		(6,811)
Cash distributions to common unitholders - Non-affiliates	—	(11,686)		—		(11,686)
Balance at March 31, 2025	10,569,637	$	301,660	$	1	$	301,661

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CVR PARTNERS, LP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash flows from operating activities:
Net income	$	49,913	$	27,088
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,963		18,041

Share-based compensation	2,994		1,472

Other adjustments	972		144
Changes in working capital:
Accounts receivable	6,114		23,575

Inventories	(3,931)		(3,790)
Prepaid expenses and other current assets	1,015		(677)
Accounts payable	(2,962)		(464)
Deferred revenue	(997)		(15,481)
Other current liabilities	2,694		5,483


Net cash provided by operating activities	75,775		55,391
Cash flows from investing activities:
Capital expenditures	(17,046)		(9,871)
Return of equity method investment	4,211		4,024
Other investing activities	—		40
Net cash used in investing activities	(12,835)		(5,807)
Cash flows from financing activities:




Cash distributions to common unitholders - Affiliates	(1,541)		(6,811)
Cash distributions to common unitholders - Non-affiliates	(2,370)		(11,686)

Principal payments of finance leases	(186)		(169)
Net cash used in financing activities	(4,097)		(18,666)
Net increase in cash and cash equivalents	58,843		30,918
Cash and cash equivalents, beginning of period	69,243		90,857
Cash and cash equivalents, end of period	$	128,086	$	121,775

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) Organization and Nature of Business

CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate, and grow its nitrogen fertilizer business. The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by our wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by our wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. As used in these financial statements, references to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require. Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum refining, marketing, and logistics operations.

Interest Holders

CVR Partners’ common units are listed on the New York Stock Exchange (“NYSE”) under the symbol “UAN”. As of March 31, 2026, public common unitholders held approximately 60% of the Partnership’s outstanding limited partner interests; CVR Energy, through its subsidiaries, held approximately 37% of the Partnership’s outstanding limited partner interests and 100% of the Partnership’s general partner, CVR GP, LLC (“General Partner”) interest, while Icahn Enterprises L.P. and its other affiliates (“IEP”) held approximately 3% of the outstanding limited partner interests. As of March 31, 2026, IEP owned approximately 71% of the common stock of CVR Energy, and as a result, IEP beneficially owns approximately 40% of the Partnership’s outstanding limited partner interests.

Management and Operations

The Partnership, including its General Partner, is managed by a combination of the board of directors of our General Partner (the “Board”), the General Partner’s executive officers, UAN Services, LLC (as sole member of the General Partner), and certain officers of CVR Energy and its subsidiaries, pursuant to the partnership agreement, as well as a number of agreements among the Partnership, the General Partner, CVR Energy, and certain of their respective subsidiaries, including a service agreement. See Part II, Item 8 of CVR Partners’ Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) for further discussion. Common unitholders have limited voting rights on matters affecting the Partnership and have no right to elect the General Partner’s directors or officers, whether on an annual or continuing basis or otherwise.

Subsequent Events

The Partnership evaluated subsequent events, if any, that would require an adjustment to the Partnership’s condensed consolidated financial statements or require disclosure in the notes thereto through the date of issuance. Where applicable, the notes to these condensed consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.

(2) Basis of Presentation

The accompanying condensed consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), include the accounts of CVR Partners and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain notes and other information have been condensed or omitted from these condensed consolidated financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the December 31, 2025 audited consolidated financial statements and notes thereto included in the 2025 Form 10-K.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

In the opinion of the Partnership’s management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary for fair presentation of the financial position and results of operations of the Partnership for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations and cash flows for the interim periods presented are not necessarily indicative of the results that will be realized for the year ending December 31, 2026 or any other interim or annual period.

Recent Accounting Pronouncements - Accounting Standards Issued But Not Yet Implemented

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income statement. This standard is effective for the Partnership’s annual reporting period beginning January 1, 2027 and interim reporting periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The Partnership continues to evaluate the impact of adopting this new accounting guidance but anticipates that the adoption will primarily affect disclosures and it will not have a material impact on the results of operations, financial condition or cash flows.

In September 2025, the FASB issued ASU 2025-06, Intangibles (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, including the elimination of accounting consideration of software project development stages and enhancement of the guidance around the ‘probable-to-complete’ threshold. This standard is effective for the Partnership’s annual reporting period beginning January 1, 2028 and interim reporting periods beginning within that annual reporting period. Retrospective application to comparative periods is optional, and early adoption is permitted. The Partnership continues to evaluate the potential impacts of adopting this new accounting guidance.

(3) Inventories

Inventories consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025
Finished goods	$	22,344	$	15,841
Raw materials	1,128		1,058
Parts, supplies and other	64,838		65,784
Total inventories	$	88,310	$	82,683

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(4) Property, Plant, and Equipment

Property, plant, and equipment, net consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025
Machinery and equipment	$	1,443,964	$	1,440,354
ROU finance lease	25,543		25,543
Buildings and improvements	18,369		18,369
Automotive equipment	16,279		16,279
Land and improvements	15,266		15,266


Construction in progress	57,145		48,370
Other	3,544		3,467
	1,580,110		1,567,648
Less: Accumulated depreciation and amortization	(875,745)		(855,824)
Total property, plant, and equipment, net	$	704,365	$	711,824

For the three months ended March 31, 2026 and 2025, depreciation and amortization expense related to property, plant, and equipment was $19.7 million and $17.7 million, respectively, and capitalized interest was $0.6 million and $0.3 million, respectively.

(5) Other Current Liabilities

Other current liabilities consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025
Accrued interest	$	9,903	$	1,481
Personnel accruals	6,525		10,948
Current portion of operating lease liabilities	4,792		4,261
Share-based compensation	3,541		2,248
Sales incentives	1,903		1,245
Accrued taxes other than income taxes	1,815		1,948

Current portion of finance lease obligation	801		778
Other accrued expenses and liabilities	1,615		2,441
Total other current liabilities	$	30,895	$	25,350

(6) Long-Term Debt and Finance Lease Obligation

Long-term debt and finance lease obligation consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025
6.125% Senior Secured Notes, due June 2028 (1)	$	550,000	$	550,000
Finance lease obligation, net of current portion	20,441		20,645
Unamortized debt issuance costs	(1,427)		(1,577)
Total long-term debt and finance lease obligation, net of current portion	569,014		569,068
Current portion of finance lease obligation	801		778
Total long-term debt and finance lease obligation, including current portion	$	569,815	$	569,846

(1)The 6.125% Senior Secured Notes, due June 2028 had an estimated fair value of $547.2 million and $551.4 million as of March 31, 2026 and December 31, 2025, respectively. The fair value estimate is a Level 2 measurement, as defined by FASB ASC Topic 820, Fair Value Measurements, as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Credit Agreements



(in thousands)	Total Available Borrowing Capacity		Amount Borrowed as of March 31, 2026		Outstanding Letters of Credit		Available Capacity as of March 31, 2026		Maturity Date
ABL Credit Facility	$	50,000	$	—	$	—	$	50,000	September 26, 2028

Covenant Compliance

The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of March 31, 2026.

(7) Revenue

The following table presents the Partnership’s revenue, disaggregated by major products:


	Three Months Ended March 31,
(in thousands)		2026		2025
Ammonia		$	50,331	$	33,178
UAN		106,390		86,122
Urea products		9,372		9,313


Other revenue (1)		13,955		14,253
Total revenue		$	180,048	$	142,866

(1)Consists primarily of freight revenue and includes sales made in connection with the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”), as well as the noncash consideration received, which is recognized as the performance obligation associated with a carbon oxide contract is satisfied over its term through April 2030.

Remaining Performance Obligations

The Partnership has spot and term contracts with customers and the transaction prices are either fixed or based on market indices (variable consideration). The Partnership does not disclose remaining performance obligations for contracts that have terms of one year or less and for contracts where the variable consideration was entirely allocated to an unsatisfied performance obligation.

As of March 31, 2026, the Partnership had approximately $2.4 million of remaining performance obligations for contracts with an original expected duration of more than one year. The Partnership expects to recognize $2.1 million of these performance obligations as revenue by the end of 2026 and the remaining balance during 2027.

Contract Balances

During the three months ended March 31, 2026 and 2025, the Partnership recognized revenue of $12.4 million and $23.2 million, respectively, that was included in the deferred revenue balances as of December 31, 2025 and December 31, 2024, respectively. Accounts receivable from contracts with customers was $52.1 million and $57.9 million as of March 31, 2026 and December 31, 2025, respectively, including amounts billed to customers for which the related revenue is currently deferred.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(8) Share-Based Compensation

A summary of compensation expense for the three months ended March 31, 2026 and 2025 is presented below:


	Three Months Ended March 31,
(in thousands)	2026		2025
Phantom Unit Awards	$	1,966	$	876
Other Awards (1)	1,028		596
Total share-based compensation expense	$	2,994	$	1,472

(1)Other awards include the allocations, pursuant to the Corporate Master Services Agreement effective January 1, 2020, as amended (the “Corporate MSA”) and the Partnership’s Second Amended and Restated Agreement of Limited Partnership, of compensation expense for certain employees of CVR Energy and its subsidiaries who perform services for the Partnership and participate in equity compensation plans of CVR Energy.

(9) Commitments and Contingencies

In the ordinary course of business, the Partnership may become party to lawsuits, administrative proceedings, and governmental investigations, including environmental, regulatory, and other matters. The outcome of these matters cannot always be predicted accurately, but the Partnership accrues liabilities for these matters if the Partnership has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While there have been no material changes in the Partnership’s commitments and contingencies from those disclosed in the 2025 Form 10-K, recent developments are discussed below.

Litigation

CRNF Ammonia Release - CVR Energy, CVR Partners and certain affiliates have been served with multiple lawsuits relating to an October 2025 ammonia release at the Coffeyville Facility, following which multiple contractors were evaluated and treated for injuries, including personal injury and related claims for damages filed in Texas state court and a declaratory judgment action filed in Kansas state court by one carrier seeking declaration that they owe no duty to defend or indemnify the Partnership in certain of the underlying personal injury lawsuits. As these matters are in preliminary stages, the Partnership cannot yet determine whether it could have a material adverse effect on the Partnership’s financial position, results of operations, or cash flows.

Kansas Environmental Claims - Discovery has commenced in the lawsuit filed in the United States District Court for the District of Kansas against CVR Energy, CVR Partners and certain of their affiliates (collectively, the “Kansas Defendants”) by three residents of Coffeyville and a purported class of similarly situated persons seeking compensatory, punitive damages and a court-supervised medical monitoring program, arising from alleged emissions from operations at the Coffeyville Facility and CVR Energy’s adjacent refinery. While this matter is in its earliest stages, if ultimately concluded in a manner adverse to the Kansas Defendants, it could have a material effect on the Partnership’s financial position, results of operations, or cash flows.

45Q Transaction

Under the agreements entered into in connection with the 45Q Transaction, the Partnership’s subsidiary, CRNF, is obligated to meet certain minimum quantities of carbon oxide supply each year during the term of the agreement and is subject to fees of up to $15.0 million per year (reduced pro rata for partial years) to the unaffiliated third-party investors, subject to an overall $45.0 million cap, if these minimum quantities are not delivered. The Partnership issued a guarantee to the unaffiliated third-party investors and certain of their affiliates involved in the 45Q Transaction of the payment and performance obligations of CRNF and CVR-CapturePoint Parent, LLC (“CVRP JV”), which include the aforementioned fees. This guarantee has no impacts on the accounting records of the Partnership unless the parties fail to comply with the terms of the 45Q Transaction contracts.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(10) Business Segments

CVR Partners has one operating and reportable segment: Nitrogen Fertilizer. The Partnership derives revenue by producing and marketing nitrogen fertilizer products within the United States, which are used by farmers to improve the yield and quality of their crops. The segment determination is based on the management approach, reflecting the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Partnership’s Chief Executive Officer, to evaluate performance and make strategic decisions.

The CODM evaluates the performance of the Nitrogen Fertilizer Segment and decides how to allocate resources based on net income, which is reported in the condensed consolidated statements of operations. The CODM uses net income to assess the income generated by the Nitrogen Fertilizer Segment and to decide whether to recommend that the Board reinvest profits into the Partnership or pay distributions. Net income is also used to analyze performance against the budget and the Partnership’s competitors.

While segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance of the segment, total assets are disclosed in the condensed consolidated balance sheets.

The following table presents the operating results and capital expenditures information for the Nitrogen Fertilizer Segment:


	Three Months Ended March 31,
(in thousands)		2026		2025
Net sales		$	180,048	$	142,866
Less:
Feedstocks		17,932		16,529
Distribution costs		12,672		13,228
Other costs of materials (1)		(1,178)		(1,856)
Cost of materials and other		29,426		27,901
Less:
Direct operating expenses (exclusive of depreciation and amortization and turnaround expenses)		62,233		54,108
Turnaround expenses		971		378
Depreciation and amortization		19,963		18,041
Selling, general and administrative expenses		9,031		7,889
Interest expense		8,803		8,946
Interest income		(955)		(1,220)
Other segment items (2)		663		(265)
Net income		$	49,913	$	27,088

Capital expenditures		$	13,751	$	5,932

(1)Other costs of materials includes change in inventory adjustments and lease expense.

(2)Other segment items includes (gain) loss on asset disposal and other (income) expense.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(11) Supplemental Cash Flow Information

Cash flows related to interest, leases, and capital expenditures included in accounts payable are as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Supplemental disclosures:
Cash paid for interest	$	773	$	661

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1,391		1,393
Operating cash flows from finance leases	578		434
Financing cash flows from finance leases	186		343
Noncash investing and financing activities:
Change in capital expenditures included in accounts payable	(3,295)		(3,939)

(12) Related Party Transactions

Activity associated with the Partnership’s related party arrangements for the three months ended March 31, 2026 and 2025 is summarized below:


	Three Months Ended March 31,
(in thousands)	2026		2025
Sales to related parties: (1)
CVR Energy subsidiary	$	165	$	431
CVRP JV	620		687
Expenses from related parties: (2)
CVR Energy subsidiary	6,022		3,111
CVR Services, LLC	7,644		6,805


	March 31, 2026		December 31, 2025
Due to related parties (3)	$	4,970	$	3,784

(1)Sales to related parties, included in Net sales in our condensed consolidated statements of operations, consist of (a) sales of feedstocks and services under the Master Service Agreement with CRNF (the “Coffeyville MSA”) and (b) carbon oxide sales to CVRP JV and its subsidiaries.

(2)Expenses from related parties, included in Cost of materials and other, Direct operating expenses (exclusive of depreciation and amortization), and Selling, general and administrative expenses in our condensed consolidated statements of operations, consist primarily of pet coke and hydrogen purchased under the Coffeyville MSA and management and other professional services under the Corporate MSA.

(3)Consists primarily of amounts payable to CVR Energy subsidiaries under the Coffeyville MSA and Corporate MSA, included in Accounts payable to affiliates.

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CVR PARTNERS, LP AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Distributions to CVR Partners’ Unitholders

Distributions, if any—including the amount, timing, and the Board’s distribution policy—are subject to change at the discretion of the Board. This includes the definition of Available Cash for Distribution and any related reserves, which may be adjusted based on the Board’s judgment and prevailing business concerns.

The following table presents quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2026 and 2025:


	Three Months Ended March 31,
(in thousands, except per unit data)	2026		2025
Public unitholders	$	2,370	$	11,381
IEP	101		305
CVR Energy	1,440		6,811
Total distributions paid	$	3,911	$	18,497

Distributions per common unit (1)	$	0.37	$	1.75

(1)Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.

For the first quarter of 2026, the Partnership, upon approval by the Board on April 29, 2026, declared a distribution of $4.00 per common unit, or approximately $42.3 million, which is payable May 18, 2026 to unitholders of record as of May 11, 2026. Of this amount, CVR Energy and IEP will receive approximately $15.6 million and $1.1 million, respectively, with the remaining amount payable to public unitholders.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition, results of operations, and cash flows should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with the statistical information and financial data included elsewhere in this Report, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 18, 2026 (the “2025 Form 10-K”). Results of operations and cash flows for the three months ended March 31, 2026 are not necessarily indicative of results to be attained for any other period. See “Important Information Regarding Forward-Looking Statements”.

Reflected in this discussion and analysis is how management views the Partnership’s current financial condition and results of operations along with key external variables and management actions that may impact the Partnership. This discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Report.

Partnership Overview

CVR Partners, LP (“CVR Partners” or the “Partnership”) is a Delaware limited partnership formed in 2011 by CVR Energy, Inc. (together with its subsidiaries, but excluding the Partnership and its subsidiaries, “CVR Energy”) to own, operate, and grow its nitrogen fertilizer business. The Partnership produces and distributes nitrogen fertilizer products, which are used by farmers to improve the yield and quality of their crops, primarily corn and wheat. The Partnership produces these products at two manufacturing facilities, one located in Coffeyville, Kansas operated by its wholly owned subsidiary, Coffeyville Resources Nitrogen Fertilizers, LLC (“CRNF”) (the “Coffeyville Facility”) and one located in East Dubuque, Illinois operated by its wholly owned subsidiary, East Dubuque Nitrogen Fertilizers, LLC (“EDNF”) (the “East Dubuque Facility”, and together with the Coffeyville Facility, the “Facilities”). Our principal products are ammonia and urea ammonium nitrate (“UAN”). All of our products are sold on a wholesale basis. References to CVR Partners, the Partnership, “we”, “us”, and “our” may refer to consolidated subsidiaries of CVR Partners or one or both of the Facilities, as the context may require. Additionally, as the context may require, references to CVR Energy may refer to CVR Energy and its consolidated subsidiaries which include its petroleum refining, marketing, and logistics operations.

Strategy and Initiatives

Potential Strategic Transactions

As previously disclosed, Icahn Enterprises L.P. and its affiliates (“IEP”) and CVR Energy are considering potential strategic transactions available to CVR Energy and its subsidiaries and affiliates, which may include the acquisition of additional entities, assets or businesses through negotiated mergers and/or stock or asset purchase agreements, and/or strategic options involving CVR Partners. There is no assurance that any of the aforementioned or previously disclosed or other transactions will develop or materialize, or if they do, as to their timing. As of March 31, 2026, IEP owns approximately 71% of CVR Energy’s total outstanding common stock and approximately 3% of the total outstanding common units of CVR Partners. As of March 31, 2026, CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests.

Partnership Initiatives

Over the past two years, the Partnership has reserved funds for a series of debottlenecking and reliability projects that are intended to enhance operational reliability and ultimately facilitate potential increases in production capacity:

•In 2025 and into 2026, the Partnership progressed several projects focused on improving water and electrical reliability, expanding diesel exhaust fluid production, and increasing loadout capabilities, among other initiatives.

•During the planned turnaround at the East Dubuque Facility, scheduled for August 2026, the Partnership intends to upgrade water quality and wastewater treatment capabilities while expanding brownfield ammonia production capacity by approximately 5%.

•Based on engineering studies completed in 2025, the Coffeyville Facility has the potential to utilize natural gas as an alternative feedstock in conjunction with pet coke in the production of nitrogen fertilizer, which along with certain other modifications may increase the nameplate ammonia production of the Coffeyville Facility. We are nearing

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completion of detailed engineering and final cost estimates, and with approval by the board of directors of our General Partner (the “Board”), expect to proceed with construction in 2026. If completed, these initiatives would make the Coffeyville Facility the only nitrogen fertilizer facility in the United States with dual feedstock flexibility, providing management with the ability to choose the optimal mix of natural gas and third-party pet coke depending on prevailing prices.

Industry Factors

Within the nitrogen fertilizer business, earnings and cash flows from operations are primarily affected by the relationship between nitrogen fertilizer product prices, utilization, and operating costs and expenses, including pet coke and natural gas feedstock costs.

The price at which nitrogen fertilizer products are ultimately sold depends on numerous factors, including the global supply and demand for nitrogen fertilizer products which, in turn, depends on world grain demand and production levels, changes in world population, the cost and availability of fertilizer transportation infrastructure, weather conditions, the availability of imports, the availability and price of feedstocks to produce nitrogen fertilizer, and the extent of government intervention in agriculture markets, among other factors.

Nitrogen fertilizer prices are also affected by local factors, including local market conditions and the operating levels of competing facilities. An expansion or upgrade of competitors’ facilities, new facility development, political and economic developments, and other factors are likely to continue to play an important role in nitrogen fertilizer industry economics. These factors can impact, among other things, the level of inventories in the markets, resulting in price and product margin volatility.

General Business Environment

Geopolitical Matters

•On February 28, 2026, a war began between the U.S.-Israel and Iran (the “Iran War”), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to fertilizer production facilities in the Middle East and to global energy and fertilizer supply chain production and availability. The Iran War has disrupted key trade routes, tightened global supply of certain commodities, and increased energy costs, contributing to elevated and volatile fertilizer prices. As a result, availability of fertilizer for spring planting has been constrained at a critical time, and prices have escalated as customers have sought available supply.

•In addition, the ongoing Russia-Ukraine war and related geopolitical developments have disrupted, and could further disrupt, the production and trade of fertilizer, grains, and feedstock through various means, such as trade restrictions, sanctions or transportation bottlenecks. The ultimate impacts of the Iran War and these other conflicts, including any escalation, expansion, or resolution, may materially affect our business, operations, cash flows, and access to capital.

•Actual and potential tariffs imposed by the U.S. on imports of nitrogen fertilizers have also contributed to higher fertilizers prices in the U.S. Changes, and proposed changes, to the U.S. global trade policy, together with recent U.S. Supreme Court decisions affecting the interpretation and implementation of certain federal regulatory and trade authorities, as well as renewed trade tensions and related international retaliatory measures, have continued to influence global markets and impact short- and long-term economics in the U.S. and around the globe, including concerns over inflation, recession, and slowing growth. The Partnership continues to monitor these developments and may experience variability in margins depending on the duration and severity of these market disruptions.

Regulatory Environment

•On September 25, 2025, the United States Department of Agriculture (“USDA”) and the Department of Justice antitrust division signed a memorandum of understanding to conduct an investigation into alleged anti-competitive practices among suppliers of agricultural inputs, including fertilizers, seeds, and crop protection products. The fertilizer industry is facing additional scrutiny from legislators, regulators, agriculture groups and others following fertilizer and fertilizer input price increases related to the impacts of the Iran War, which only exacerbated price increases caused by the ongoing Russia-Ukraine war, continued conflicts and tensions in the Middle East, and related geopolitical developments.

•Our business faces potential and future climate-related regulations and legal proceedings, as well as an uncertain regulatory landscape around climate-related reporting requirements, at the federal, state, and international levels which may materially impact our business, operations, compliance costs, results of operations and overall market stability.

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•Certain governmental regulations and incentives associated with the automobile transportation, agricultural and renewables industries, including the ones related to corn-based ethanol and vegetable oil-based biodiesel, renewable diesel, and sustainable aviation fuel production or consumption, have impacted, and is expected to continue to impact, our business. For example:

◦Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard (“RFS”) of the Clean Air Act and for its octane value. Since 2020, corn used in ethanol production has historically consumed an average of approximately 36% of annual domestic corn production, so demand for corn generally rises and falls with ethanol demand. Accordingly, corn demand can be impacted by the actions of the United States Environmental Protection Agency (“EPA”) under the RFS, including its establishment of annual blending obligations and related actions. In April 2026, the EPA proposed a final rule reflecting the highest RFS blending obligation in history for 2026 and 2027, including for biomass-based diesel and advanced biofuel, which should further increase ethanol demand and support grain demand and prices. However, even if the EPA decreases RFS blending obligations, we believe ethanol should continue to be blended into transportation fuel for its inherent octane value and further expect the government would seek ways to mitigate any potential negative impact on farmers to promote continued planting activities in the future.

◦As a result of the Iran War, the EPA has proposed a waiver of the Reid Vapor Pressure specification during the summer of 2026 to increase the size of the gasoline pool for the summer driving season. Further, congress is considering a potential year-round, nationwide E15 (gasoline blended with 15% ethanol) expansion to increase the amount of ethanol blended into gasoline. These actions are expected to support fertilizer demand and pricing by driving increased, long-term demand for corn.

◦Provisions of the Section 45Z Clean Fuel Production Credit exclude imports of renewable fuels and imported feedstocks used to produce renewable fuels in the United States, which we expect to support demand for domestic corn and soybean oil feedstocks.

Results of Operations

The following should be read in conjunction with the information outlined in the previous sections of this Part I, Item 2 and the financial statements and related notes thereto in Part I, Item 1 of this Report.

Utilization is an important measure used by management to assess operational output at each of the Partnership’s Facilities and is calculated as actual tons of ammonia produced divided by capacity. Utilization is presented solely on ammonia production, rather than on each nitrogen product, as it provides a comparative baseline against industry peers and eliminates the disparity of facility configurations for upgrade of ammonia into other nitrogen products. With production primarily focused on ammonia upgrade capabilities, we believe this measure provides a meaningful view of how we operate. The table presented below summarizes our ammonia utilization rate on a consolidated basis.


	Three Months Ended March 31,
(percent of capacity utilization)	2026		2025
Ammonia utilization rate	103	%	101	%

On a consolidated basis, for the three months ended March 31, 2026 as compared to March 31, 2025, utilization increased 2% primarily due to minor unplanned outages at the Facilities during the first quarter of 2025 (the “Q1 2025 Outages”).

Sales Volume and Pricing per Ton - Two of our key operating metrics are total sales volumes for ammonia and UAN, along with the product pricing per ton realized at the gate which represents net sales less freight revenue divided by product sales volume in tons and is shown in order to provide a pricing measure comparable across the fertilizer industry.

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	Three Months Ended March 31,
	2026		2025
Consolidated sales volumes (thousands of tons)
Ammonia	73		60
UAN	310		336

Consolidated product pricing at gate (dollars per ton)
Ammonia	$	687	$	554
UAN	343		256

For the three months ended March 31, 2026, ammonia sales volumes increased by 22% due to an early start to spring planting in 2026, while UAN sales volumes decreased by 8% due to minor unplanned outages in the UAN upgrading units, as well as planned outages for control systems upgrades, at the East Dubuque Facility in the current period.

Ammonia and UAN sales prices increased by 24% and 34%, respectively, during the period. This was primarily due to improved market conditions, primarily driven by tight inventory levels. These inventory constraints resulted from increased demand arising from higher planting acreage of corn in 2025, as well as the Iran War combined with domestic and international production outages, logistics constraints, and other impacts that reduced global supply of nitrogen fertilizers. Higher natural gas prices also raised input costs, contributing to an overall increase in market prices.

Production Volumes - Gross tons of ammonia represent the total ammonia produced, including ammonia produced that was upgraded into other fertilizer products. Net tons available for sale represents the ammonia available for sale that was not upgraded into other fertilizer products. These metrics are presented in the table below:


	Three Months Ended March 31,
(in thousands of tons)	2026	2025
Ammonia (gross produced)	220	216
Ammonia (net available for sale)	70	64
UAN	335	348

Feedstock - Our Coffeyville Facility utilizes a pet coke gasification process to produce nitrogen fertilizer. Our East Dubuque Facility uses natural gas in its production of ammonia. These feedstocks for the Facilities are presented in the table below:


	Three Months Ended March 31,
	2026		2025
Petroleum coke used in production (thousands of tons)	138		131
Petroleum coke used in production (dollars per ton)	$	33.94	$	42.43
Natural gas used in production (thousands of MMBtus) (1)	2,115		2,159
Natural gas used in production (dollars per MMBtu) (1)	$	5.40	$	4.62

(1)The feedstock natural gas shown above does not include natural gas used for fuel, which is included in Direct operating expenses (exclusive of depreciation and amortization).

Market Indicators

The Partnership views the anticipated combination of (i) increasing global population, (ii) decreasing arable land per capita, (iii) continued evolution to more protein-based diets in developing countries, (iv) sustained use of corn and soybeans as feedstock for the domestic production of ethanol and other renewable fuels, and (v) positioning at the lower end of the global cost curve should provide a solid foundation for nitrogen fertilizer producers in the United States over the longer term.

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Corn and soybeans are two major crops planted by farmers in North America. Corn crops result in the depletion of the amount of nitrogen within the soil in which it is grown, which in turn, results in the need for this nutrient to be replenished after each growing cycle. Unlike corn, soybeans are able to obtain most of their own nitrogen through a process known as “N fixation”. As such, upon harvesting of soybeans, the soil retains a certain amount of nitrogen which results in lower demand for nitrogen fertilizer for the following corn planting cycle. Due to these factors, nitrogen fertilizer consumers generally operate a balanced corn-soybean rotational planting cycle.

The relationship between the total acres planted for both corn and soybeans has a direct impact on the overall demand for nitrogen products, as the market and demand for nitrogen increases with increased corn acres and decreases with increased soybean acres. Additionally, an estimated 14 billion pounds of soybean oil is expected to be used in producing cleaner renewable fuels in marketing year 2025/2026 and is forecasted to rise to 17 billion pounds in marketing year 2026/2027.

Weather continues to be a critical variable for crop production. Even with escalating prices for nitrogen fertilizer, demand has been strong for the spring 2026 planting season, primarily due to elevated grain prices and favorable weather conditions for planting. With high planted acres and above trendline yields per acre for corn in the United States in 2025, global inventory levels for corn remain above historical 10-year averages, but prices have risen in 2026. While soybean production declined slightly due to fewer planted acres in 2026, yields were above historical levels, and pricing has remained steady as global inventory levels have increased.

The USDA estimates that in spring 2026 farmers will plant 3.5% fewer corn acres and 4.3% more soybean acres compared to 2025. The combined estimated corn and soybean planted acres of 180.0 million in 2026 represents a slight increase compared to the acreage planted in 2025. Due to the relative grain prices of corn versus soybeans, economics slightly favor planting corn compared to soybeans in 2026. Inventory levels of corn and soybeans are expected to be higher in 2026 but supportive of grain prices through the fall 2026 harvest.

The charts below show the corn-soybean rotational planting cycle and average fuel ethanol production volumes in the U.S.:


Corn and Soybean Planted Acres (1)						U.S. Plant Production of Fuel Ethanol (2)

(1)Information used within this chart was obtained from the USDA, National Agricultural Statistics Services as of March 31, 2026.

(2)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through March 31, 2026.

With the Iran War, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2026 and 2027. Pet coke prices have fallen in 2026 and prices are largely contractually set for 2026.

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The charts below show relevant market indicators by month through March 31, 2026:


Ammonia and UAN Market Pricing (1)


Natural Gas Market Pricing (1)						Pet Coke Market Pricing (1)

(1)Information used within these charts was obtained from various third-party sources, including Green Markets (a Bloomberg Company), Pace Petroleum Coke Quarterly, and the EIA, among others.

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Financial Highlights


	Three Months Ended March 31,
(in thousands)	2026		2025
Net sales	$	180,048	$	142,866
Less:
Cost of materials and other	29,426		27,901
Direct operating expenses	63,204		54,486
Depreciation and amortization	19,963		18,041
Selling, general, and administrative expenses	9,031		7,889
Loss on asset disposals	777		(40)
Operating income	$	57,647	$	34,589

Net income	$	49,913	$	27,088

EBITDA (2)	$	77,724	$	52,855

(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.

Overview - For the three months ended March 31, 2026, the Partnership’s operating income and net income increased $23.1 million and $22.8 million, respectively, compared to the three months ended March 31, 2025. These increases resulted from higher revenues which were due primarily to increases in UAN and ammonia sales prices resulting from improved market conditions, mainly driven by tight inventory levels.

Net Sales - The $37.2 million increase for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to favorable UAN and ammonia sales prices contributing $36.8 million in higher revenue and favorable ammonia sales volumes contributing $7.4 million in higher revenue, partially offset by decreased UAN sales volumes reducing revenues by $6.7 million.

The following table demonstrates the impact of changes in sales volumes and pricing for the primary components of net sales, excluding urea products, freight, and other revenue, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:


(in thousands)	Price Variance		Volume Variance
UAN	$	26,993	$	(6,725)
Ammonia	9,758		7,396

Ammonia and UAN sales price variances were favorable primarily due to the aforementioned improved pricing and inventory conditions within the Sales Volume and Pricing per Ton discussion.

Cost of Materials and Other - The $1.5 million increase for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was driven primarily by increased natural gas prices and unfavorable changes in inventory adjustments, partially offset by lower distribution costs.

Direct Operating Expenses (exclusive of depreciation and amortization) - The $8.7 million increase for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily a result of increased utility costs from higher natural gas and electricity prices, as well as increased repairs and maintenance costs, personnel costs, insurance expenses, and preliminary spend for the East Dubuque Facility’s planned 2026 turnaround in the current period.

Depreciation and Amortization Expense - The $1.9 million increase for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily due to new capital projects placed into service during the planned turnaround at the Coffeyville Facility during the fourth quarter of 2025, as well as increased depreciation on assets scheduled for retirement during the planned turnaround at the East Dubuque Facility in 2026.

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Selling, General, and Administrative Expenses - The $1.1 million increase for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily related to higher share-based compensation expense due to an increase in market prices for CVR Partners’ common units during the three months ended March 31, 2026 compared to a decrease during the three months ended March 31, 2025, combined with increased legal expenses, partially offset by decreased consulting expenses.

Non-GAAP Measures

Our management uses certain non-GAAP measures, and reconciliations to those measures, to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP measures are important factors in assessing our operating results and profitability and include the measures defined below.

The following are non-GAAP measures we present for the periods ended March 31, 2026 and 2025:

EBITDA - Net income (loss) before (i) interest expense, net, (ii) income tax expense (benefit) and (iii) depreciation and amortization expense.

Adjusted EBITDA - EBITDA adjusted for certain significant noncash items and items that management believes are not attributable to or indicative of our on-going operations or that may obscure our underlying results and trends.

Available Cash for Distribution - EBITDA for the quarter excluding noncash income or expense items (if any), for which adjustment is deemed necessary or appropriate by the Board in its sole discretion, less (i) reserves for maintenance capital expenditures, turnarounds, debt service and other contractual obligations and (ii) reserves for future operating or capital needs (if any), in each case, that the Board deems necessary or appropriate in its sole discretion. Available Cash for Distribution may be increased by the release of previously established cash reserves, if any, and other excess cash, at the discretion of the Board.

We present these measures because we believe they may help investors, analysts, lenders, and ratings agencies analyze our results of operations and liquidity in conjunction with our GAAP results, including, but not limited to, our operating performance as compared to other publicly traded companies in the fertilizer industry, 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 measures have important limitations as analytical tools because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable GAAP financial measures. Refer to the “Non-GAAP Reconciliations” included herein for reconciliation of these amounts. Due to rounding, numbers presented within this section may not add or equal to numbers or totals presented elsewhere within this document.

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Non-GAAP Reconciliations

Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Available Cash for Distribution


	Three Months Ended March 31,
(in thousands)	2026		2025
Net income	$	49,913	$	27,088

Interest expense, net	7,848		7,726

Depreciation and amortization	19,963		18,041
EBITDA and Adjusted EBITDA	77,724		52,855
Adjustments (Reserves)/Releases:
Accrued interest expense (excluding capitalized interest)	(9,111)		(8,959)

Future operating needs (1)	(10,000)		(8,000)
Capital expenditures (2)	(17,796)		(11,593)
Turnaround expenditures, net (3)	(1,204)		(2,822)
Equity method investment (4)	2,631		2,444


Available cash for distribution (5)	$	42,244	$	23,925

Common units outstanding	10,570		10,570

(1)Amount consists of reserves established by management and approved by the Board for potential future cash needs related to nitrogen fertilizer seasonality and feedstock price volatility.

(2)Amount consists of maintenance capital expenditures, including additional reserves for future profit and growth projects, net of any releases of previously reserved funds, of $10.2 million and $7.9 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

(3)Amount consists of reserves for periodic, planned turnarounds, net of expenditures incurred in the period.

(4)Amount consists of distributions received by the Partnership adjusted for the amortization of deferred revenue related to the joint venture created to monetize certain tax credits under Section 45Q of the Internal Revenue Code of 1986 (“45Q Transaction”).

(5)Amount represents the cumulative available cash for distribution based on full year results. However, available cash for distribution is calculated quarterly, with distributions (if any) being paid in the following period. The Partnership declared and paid a cash distribution of $0.37 related to the fourth quarter of 2025 and declared a cash distribution of $4.00 per common unit related to the first quarter of 2026 to be paid in May 2026.

Liquidity and Capital Resources

Our primary source of liquidity is cash generated from operations, which may include customer cash advances under prepay contracts. As further discussed below, our primary uses of cash are for working capital, capital and turnaround expenditures, servicing debt obligations, and paying distributions to our unitholders.

Considering current market conditions and geopolitical matters, we believe that cash from operations, together with existing cash and cash equivalents, available borrowings, and reserves is sufficient to meet anticipated operating cash requirements for at least the next 12 months. However, future capital expenditures and other cash needs may exceed current expectations due to risk factors such as rising material and labor costs, inflationary pressures, and interest rate volatility.

In addition, supply chain disruptions, geopolitical instability, commodity price fluctuations, and changes in regulatory policies may negatively impact our operations. Our ability to generate adequate cash flow and access additional financing depends on our future performance, which is subject to various factors—economic, political, financial, and competitive—many of which may be beyond our control. Shifts in the U.S. trade policy, global demand dynamics, and tightening credit markets conditions could also affect our financial position.

Subject to business needs, contractual limitations, and market conditions, we may pursue financing strategies such as issuing equity or debt securities, incurring additional borrowings, or refinance existing debt through various means, including open market repurchases, tender offers or privately negotiated transactions. There can be no assurance that any such actions will be undertaken or, if pursued, completed on favorable terms.

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The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of March 31, 2026 and through date of filing, as applicable.

Cash and Other Liquidity

As of March 31, 2026, we had cash and cash equivalents of $128.1 million, and combined with $50.0 million available under our ABL Credit Facility, we had total liquidity of $178.1 million. As of December 31, 2025, we had $69.2 million in cash and cash equivalents and, combined with $47.9 million available under our ABL Credit Facility, we had total liquidity of $117.1 million.

Long-term debt consisted of the following:


(in thousands)	March 31, 2026		December 31, 2025
6.125% Senior Secured Notes, due June 2028	$	550,000	$	550,000

Unamortized debt issuance costs	(1,427)		(1,577)
Total long-term debt	$	548,573	$	548,423

As of March 31, 2026, the Partnership had outstanding the 6.125% Senior Secured Notes, due June 2028 and the ABL Credit Facility, the proceeds of which may be used to fund working capital, capital expenditures, and for other general corporate purposes. Refer to Part II, Item 8, Note 8 (“Long-Term Debt”) of our 2025 Form 10-K for further information.

Capital Spending

We divide capital spending needs into two categories: maintenance and growth. Maintenance capital spending includes non-discretionary maintenance projects necessary to maintain safe and reliable operations, including those required to comply with environmental, health, and safety regulations. Growth capital projects generally support the expansion of existing capacity, improvements in reliability, and reductions in direct operating expenses. We undertake growth capital projects selectively, based on strategic priorities and expected returns, and may adjust the timing or scope of such investments in response to market conditions or operational needs.

Our total capital expenditures for the three months ended March 31, 2026, along with our estimated expenditures for 2026 are as follows:


	Three Months Ended March 31,		Estimated full year
(in thousands)	2026		2026
Maintenance capital	$	7,571	$35,000 - 45,000
Growth capital	6,180		25,000 - 30,000
Total capital expenditures	$	13,751	$60,000 - 75,000

Our estimated capital expenditures are subject to change based on changes in project cost, scope, and timing. For example, fluctuations in labor and equipment costs—particularly those related to compliance with government regulations or initiatives aimed at sustaining or enhancing Facility profitability. Additionally, we may choose to accelerate or defer certain capital expenditures in response to operational priorities or market conditions from time to time.

Capital spending decisions for CVR Partners are determined by the Board. We continue to actively monitor market conditions and will adjust our capital spending and turnaround plans as necessary to align with evolving business needs and external factors.

The next scheduled turnaround is set to commence in August of 2026 at the East Dubuque Facility at an estimated cost of $30 million to $35 million, and is expected to last 48 days. Turnaround costs are not capitalized, but instead are expensed as incurred within Direct operating expenses (exclusive of depreciation and amortization), and are expected to be funded through cash reserves taken during the three years preceding the turnaround.

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Cash Requirements

There have been no material changes to the cash requirements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, outside the ordinary course of business.

Distributions to Unitholders

The current policy of the Board is to distribute all Available Cash for Distribution, as determined in its sole discretion on a quarterly basis. Following the end of each quarter, the Board evaluates and determines Available Cash for Distribution, which is generally calculated as EBITDA for the quarter, adjusted to exclude noncash income or expense items if and to the extent the Board deems such adjustments necessary or appropriate. From this adjusted EBITDA, the Board deducts (i) reserves for maintenance capital expenditures, turnarounds, debt service and other contractual obligations, and (ii) reserves for future operating or capital needs, in each case, as deemed necessary or appropriate in its sole discretion. Available Cash for Distribution may also be increased by the release of previously established reserves or other excess cash, subject to the Board’s discretion.

The following table presents quarterly distributions paid by the Partnership to CVR Partners’ unitholders, including amounts paid to CVR Energy and IEP, during 2026 and 2025:


	Three Months Ended March 31,
(in thousands, except per unit data)	2026		2025
Public unitholders	$	2,370	$	11,381
IEP	101		305
CVR Energy	1,440		6,811
Total distributions paid	$	3,911	$	18,497

Distributions per common unit (1)	$	0.37	$	1.75

(1)Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.

For the first quarter of 2026, upon approval by the Board on April 29, 2026, the Partnership declared a distribution of $4.00 per common unit, or approximately $42.3 million, which is payable May 18, 2026 to unitholders of record as of May 11, 2026. Of this amount, CVR Energy and IEP will receive approximately $15.6 million and $1.1 million, respectively, with the remaining amount payable to public unitholders.

Cash Flows

The following table sets forth our cash flows for the periods indicated below:


	Three Months Ended March 31,
(in thousands)	2026		2025		Change
Net cash flow provided by (used in):
Operating activities	$	75,775	$	55,391	$	20,384
Investing activities	(12,835)		(5,807)		(7,028)
Financing activities	(4,097)		(18,666)		14,569
Net increase in cash and cash equivalents	$	58,843	$	30,918	$	27,925

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Cash Flows from Operating Activities

The change in net cash flows from operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to an increase in net income of $22.8 million offset by a decrease in working capital of $6.7 million. The change in working capital was primarily due to unfavorable changes in accounts receivable due to a larger dollar amount of outstanding prepaid contracts from customers being collected during 2025 versus 2026, partially offset by favorable changes in deferred revenue resulting from more prepayments being received for new prepay contracts.

Cash Flows from Investing Activities

The change in net cash flows from investing activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to an increase in capital expenditures of $7.2 million during 2026 resulting from increased spending on maintenance and growth capital projects in the current period compared to 2025.

Cash Flows from Financing Activities

The change in net cash flows from financing activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to a decrease in cash distributions paid of $14.6 million in 2026 compared to 2025.

Critical Accounting Estimates

Our critical accounting estimates are disclosed in the “Critical Accounting Estimates” section of our 2025 Form 10-K. No modifications have been made during the three months ended March 31, 2026 to these estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our market risks as of and for the three months ended March 31, 2026 as compared to the risks discussed in Part II, Item 7A of our 2025 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Partnership has evaluated, under the direction and with the participation of the Executive Chairman, Chief Executive Officer, and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, the Partnership’s Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There have been no material changes in the Partnership’s internal control over financial reporting required by Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Note 9 (“Commitments and Contingencies”) of this Report, which is incorporated by reference into this Part II, Item 1, for a description of certain litigation, legal, and administrative proceedings and environmental matters.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition, and/or results of operations.

Item 5. Other Information

During the three months ended March 31, 2026, no director or officer of the general partner adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


INDEX TO EXHIBITS
Exhibit Number						Exhibit Description

3.1**						Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP, dated March 17, 2026 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed on March 18, 2026).
3.2*						Composite copy of the Second Amended and Restated Agreement of Limited Partnership of CVR Partners, LP (as amended by Amendment No. 2 effective March 17, 2026 referenced in Exhibit 3.1 above).
10.1*+^						CVR Partners, LP and Subsidiaries 2026 Performance-Based Bonus Plan - F ertilizer , approved February 13, 2026.
31.1*						Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer .
31.2*						Rule 13a-14(a)/15d-14(a) Certification of Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary.
31.3*						Rule 13a-14(a)/15d-14(a) Certification of Vice President, Chief Accounting Officer and Corporate Controller.
32.1†						Section 1350 Certification of President and Chief Executive Officer, Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, and Vice President, Chief Accounting Officer and Corporate Controller.
101*						The following financial information for CVR Partners, LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted Inline XBRL (“Extensible Business Reporting Language”) includes: (1) Condensed Consolidated Balance Sheets (unaudited), (2) Condensed Consolidated Statements of Operations (unaudited), (3) Condensed Consolidated Statements of Partners’ Capital (unaudited), (4) Condensed Consolidated Statements of Cash Flows (unaudited) and (5) the Notes to Condensed Consolidated Financial Statements (unaudited), tagged in detail.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*			Filed herewith.
**			Previously filed.
†			Furnished herewith.
+			Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. CVR Partners agrees to furnish supplementally an unredacted copy of this exhibit to the SEC upon request.
^			Denotes management contract or compensatory plan or arrangement.

PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we may file or incorporate by reference agreements as exhibits to the reports that we file with or furnish to the SEC. The agreements are filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Partnership, its business or operations. In particular, the assertions embodied in any representations, warranties and covenants

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contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Partnership, its business or operations on the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CVR Partners, LP
	By:	CVR GP, LLC, its general partner

April 29, 2026	By:	/s/ Dane J. Neumann
		Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
		(Principal Financial Officer)


April 29, 2026	By:	/s/ Jeffrey D. Conaway
		Vice President, Chief Accounting Officer and Corporate Controller
		(Principal Accounting Officer)

March 31, 2026 | 31

SEC Form 10-Q filed by CVR Partners LP