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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 and six months ended June 30, 2026 are not necessarily indicative of results of operations and cash flows 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, previously disclosed, or other transactions will develop or materialize, or if they do, as to their timing. As of June 30, 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 June 30, 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 three 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, or provide feedstock availability at the Facilities:
•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 plans to commence work on the upgrades to its water systems, in addition to completing the brownfield ammonia expansion that is expected to increase production capacity by approximately 5%.
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•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. We are in the final phases of completing detailed engineering and cost estimates, and with approval by the board of directors of our General Partner (the “Board”), expect to proceed with construction in 2026 and 2027. 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.
•In June 2026, the Coffeyville Facility received its Verified Ammonia Carbon Intensity certification from an independent third-party auditor under The Fertilizer Institute framework, which will enable the Coffeyville Facility to market ammonia it produces as “blue.”
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
•The conflicts and tensions in the Middle East have resulted in significant disruptions to fertilizer production facilities in the region, as well as to global energy and fertilizer supply chain production and availability. These conflicts have disrupted key trade routes, tightened global supply of certain commodities, and increased energy costs, contributing to elevated and volatile fertilizer prices. Recent escalations have increased the uncertainty regarding the duration and severity of these disruptions and any further impacts on the global and fertilizer markets.
•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 these conflicts, including any escalation, de-escalation, 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 related judicial, regulatory and administrative developments, 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.
•Recent damage to liquid natural gas (“LNG”) production facilities and loss of LNG trade flows through the Middle East have contributed to higher natural gas prices in Europe, impacting competitiveness of European fertilizer
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facilities. Meanwhile, the abundance of natural gas supply available in the U.S. continues to keep domestic prices subdued, providing a sustained cost advantage for U.S. fertilizer facilities.
Regulatory Environment
•The fertilizer industry continues to face additional scrutiny from legislators, regulators, agriculture groups and others following fertilizer and fertilizer input price increases related to the impacts of the conflicts and tensions in the Middle East, which only exacerbated price increases caused by the ongoing Russia-Ukraine war, and related geopolitical developments. Such scrutiny has increased in 2026 and may result in additional government inquiries, investigations, legislative actions or regulatory initiatives affecting participants in the fertilizer industry.
•Our business faces existing, 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.
•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 are expected to continue to impact, our business. For example:
◦Ethanol is blended with gasoline to meet requirements under the Renewable Fuel Standard (“RFS”) 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. Accordingly, corn and/or ethanol 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 2026, the EPA finalized the RFS blending obligations for 2026 and 2027 that reflect the highest renewable fuel volume in the program’s history, including for biomass-based diesel and advanced biofuel, which is expected to support ethanol and grain demand.
◦The EPA has issued a nationwide emergency waiver of the Reid Vapor Pressure specification during the summer of 2026, increasing flexibility in gasoline blending during the summer driving season. In May 2026, H.R. 1346 aimed at permanently allowing year-round, nationwide E15 (gasoline blended with 15% ethanol), among other actions, was passed by the U.S. House of Representatives and is currently being considered by the U.S. Senate, together with other related legislation. If enacted, year-round, nationwide E-15 could support fertilizer demand.
◦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 June 30, Six Months Ended June 30,
(percent of capacity utilization) 2026 2025 2026 2025
Ammonia utilization rate 99 % 91 % 101 % 96 %
On a consolidated basis, for the three months ended June 30, 2026 as compared to June 30, 2025, utilization increased 8% primarily due to planned downtime associated with control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during the second quarter of 2025. For the six months ended June 30, 2026 as compared to June 30, 2025, utilization increased 5% primarily due to the aforementioned control systems upgrades at the East Dubuque Facility and other minor unplanned outages at the Facilities during 2025 (the “2025 Outages”).
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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.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Consolidated sales volumes (thousands of tons)
Ammonia 54 57 127 117
UAN 333 345 643 681
Consolidated product pricing at gate (dollars per ton)
Ammonia $ 791 $ 593 $ 731 $ 573
UAN 392 317 368 287
For the three months ended June 30, 2026, ammonia sales volumes decreased by 6% due to an early start to spring ammonia application in 2026 shifting volume into the first quarter of 2026, while UAN sales volumes decreased by 3% due to lower consumer demand as a result of fewer corn acres planted and higher prices for UAN relative to other comparable fertilizer products during the end of the current period. For the six months ended June 30, 2026, ammonia sales volumes increased by 8% due to higher ammonia production in the current period as a result of the 2025 Outages in the prior period, while UAN sales volumes decreased by 6% due to the aforementioned decrease in corn acres planted and increase in UAN prices in the current period.
For the three months ended June 30, 2026, ammonia and UAN sales prices increased by 33% and 24%, respectively. For the six months ended June 30, 2026, ammonia and UAN sales prices increased by 28% and 28%, respectively. These increases were primarily due to changes in market conditions, primarily driven by tight inventory levels as a result of the conflicts and tensions in the Middle East combined with domestic and international production outages, logistics constraints, and other impacts that reduced global supply of nitrogen fertilizers.
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 June 30, Six Months Ended June 30,
(in thousands of tons) 2026 2025 2026 2025
Ammonia—gross produced 214 197 434 413
Ammonia—net available for sale 64 54 134 117
UAN 342 321 678 668
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Petroleum coke used in production (thousands of tons) 136 130 274 261
Petroleum coke used in production (dollars per ton) $ 44.94 $ 56.68 $ 39.39 $ 49.54
Natural gas used in production (thousands of MMBtus) (1) 2,014 1,897 4,129 4,057
Natural gas used in production (dollars per MMBtu) (1) $ 2.84 $ 3.29 $ 4.15 $ 4.00
(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).
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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.
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 18 billion pounds of soybean oil is expected to be used in producing renewable fuels in marketing year 2026/2027.
Weather continues to be a critical variable for crop production. Even with escalating prices for nitrogen fertilizer, demand was 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 on expectations of lower carryout inventory levels compared to 2025. While soybean production declined slightly due to fewer planted acres in 2025, yields were above historical levels, and pricing has increased in the United States due in part to increased biofuel blending obligations set by the EPA increasing demand for soybean oil used in the production of biodiesel and renewable diesel.
The United States Department of Agriculture (“USDA”) estimates that in spring 2026 farmers planted 3.5% fewer corn acres and 5.1% more soybean acres compared to 2025. The combined estimated corn and soybean planted acres of 180.7 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 June 30, 2026.
(2)Information used within this chart was obtained from the U.S. Energy Information Administration (“EIA”) through June 30, 2026.
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Given the current geopolitical events, we believe the structural shortage of natural gas in Europe will continue to be a source of volatility through at least 2027. Pet coke prices have risen slightly in 2026 and prices are largely contractually set for 2026.
The charts below show relevant market indicators by month through June 30, 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 June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net sales $ 202,194 $ 168,559 $ 382,242 $ 311,425
Less:
Cost of materials and other 28,078 32,547 57,504 60,448
Direct operating expenses 58,676 60,517 121,881 115,003
Depreciation and amortization 22,220 20,861 42,183 38,902
Selling, general, and administrative expenses 7,536 8,034 16,565 15,922
Loss on asset disposals 868 282 1,645 242
Operating income $ 84,816 $ 46,318 $ 142,464 $ 80,908
Net income $ 77,504 $ 38,768 $ 127,417 $ 65,856
EBITDA (1) $ 107,121 $ 67,209 $ 184,845 $ 120,065
(1)See “Non-GAAP Reconciliations” section below for reconciliations of the non-GAAP measures shown above.
Overview - For the three months ended June 30, 2026, the Partnership’s operating income and net income increased $38.5 million and $38.7 million, respectively, compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, the Partnership’s operating income and net income increased $61.6 million and $61.6 million, respectively, compared to the six months ended June 30, 2025. These increases resulted from higher revenues which were due primarily to the increases in UAN and ammonia sales prices described below.
Net Sales - The $33.6 million increase for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to favorable UAN and ammonia sales prices contributing $35.4 million in higher revenue, partially offset by decreased UAN and ammonia sales volumes reducing revenues by $5.8 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 June 30, 2026 compared to the three months ended June 30, 2025:
(in thousands) Price Variance Volume Variance
UAN $ 24,775 $ (3,763)
Ammonia 10,645 (2,082)
Ammonia and UAN sales price variances were favorable primarily due to the aforementioned improved pricing and inventory conditions discussed in “—Sales Volume and Pricing per Ton” above.
The $70.8 million increase for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to favorable UAN and ammonia sales prices contributing $72.3 million in higher revenue, combined with favorable ammonia sales volumes contributing $5.6 million in higher revenue, partially offset by decreased UAN sales volumes reducing revenues by $10.9 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 six months ended June 30, 2026 compared to the six months ended June 30, 2025:
(in thousands) Price Variance Volume Variance
UAN $ 52,223 $ (10,943)
Ammonia 20,074 5,642
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Ammonia and UAN sales price variances were favorable primarily due to aforementioned improved pricing and inventory conditions discussed in “—Sales Volume and Pricing per Ton” above.
Cost of Materials and Other - The $4.5 million decrease and $2.9 million decrease for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 were driven primarily by decreased feedstock prices, largely related to petroleum coke, combined with favorable changes in inventory adjustments due to a build of inventory in the current periods compared to a draw of inventory in the prior periods and lower volumes of other purchased feedstocks. These decreases were partially offset by higher distribution costs for the three months ended June 30, 2026 and increased natural gas feedstock prices for the six months ended June 30, 2026 compared to the respective prior period.
Direct Operating Expenses (exclusive of depreciation and amortization) - The $1.8 million decrease for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily a result of the aforementioned favorable inventory impacts, partially offset by increased repairs and maintenance costs and catalyst and chemical costs. The $6.9 million increase for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily a result of increased utility costs as a result of higher natural gas and electricity prices, increased repairs and maintenance costs, and catalyst and chemical costs, partially offset by the aforementioned favorable inventory impacts.
Depreciation and Amortization Expense - The $1.4 million increase and $3.3 million increase for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 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 the second half of 2026.
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 June 30, 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 period 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 June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net income $ 77,504 $ 38,768 $ 127,417 $ 65,856
Interest expense, net 7,397 7,580 15,245 15,307
Depreciation and amortization 22,220 20,861 42,183 38,902
EBITDA and Adjusted EBITDA 107,121 67,209 184,845 120,065
Adjustments (Reserves)/Releases:
Accrued interest expense (excluding capitalized interest) (9,102) (9,064) (18,213) (18,023)
Future operating needs (1) (10,000) — (20,000) (8,000)
Capital expenditures and investments (2) (20,188) (14,015) (37,984) (25,608)
Turnaround expenditures, net (3) (2,965) (2,308) (4,169) (5,130)
Equity method investment (4) (646) (720) 1,985 1,723
Available cash for distribution (5) $ 64,220 $ 41,102 $ 106,464 $ 65,027
Common units outstanding 10,570 10,570 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 and potential investment opportunities, net of any releases of previously reserved funds, of $10.2 million and $20.5 million for the three and six months ended June 30, 2026, respectively, and $7.5 million and $15.4 million for the three and six months ended June 30, 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 and $4.00 per common unit related to the fourth quarter of 2025 and the first quarter of 2026, respectively, and declared a cash distribution of $6.08 per common unit related to the second quarter of 2026 to be paid in August 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 changes in project scope, timing or execution.
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, commodity market volatility, and tightening credit market 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
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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.
The Partnership and its subsidiaries were in compliance with all covenants under their respective debt instruments as of June 30, 2026 and through date of filing, as applicable.
Cash and Other Liquidity
As of June 30, 2026, we had cash and cash equivalents of $137.5 million, and combined with $50.0 million available under our ABL Credit Facility, we had total liquidity of $187.5 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) June 30, 2026 December 31, 2025
6.125% Senior Secured Notes, due June 2028 $ 550,000 $ 550,000
Unamortized debt issuance costs (1,275) (1,577)
Total long-term debt $ 548,725 $ 548,423
As of June 30, 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 six months ended June 30, 2026, along with our estimated expenditures for 2026 are as follows:
Six Months Ended June 30, Estimated full year
(in thousands) 2026 2026
Maintenance capital $ 19,821 $49,000 - 57,000
Growth capital 11,263 36,000 - 38,000
Total capital expenditures $ 31,084 $85,000 - 95,000
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 $35 million to $40 million, and is expected to last approximately 40 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.
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 June 30, Six Months Ended June 30,
(in thousands, except per unit data) 2026 2025 2026 2025
Public unitholders $ 25,621 $ 14,477 $ 27,991 $ 25,858
IEP 1,089 615 1,190 920
CVR Energy 15,568 8,796 17,008 15,607
Total distributions paid $ 42,278 $ 23,888 $ 46,189 $ 42,385
Distributions per common unit (1) $ 4.00 $ 2.26 $ 4.37 $ 4.01
(1)Amount represents the cumulative distributions, calculated quarterly, paid in the respective period.
For the second quarter of 2026, upon approval by the Board on July 29, 2026, the Partnership declared a distribution of $6.08 per common unit, or approximately $64.3 million, which is payable August 17, 2026 to unitholders of record as of August 10, 2026. Of this amount, CVR Energy and IEP will receive approximately $23.7 million and $1.7 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:
Six Months Ended June 30,
(in thousands) 2026 2025 Change
Net cash flow provided by (used in):
Operating activities $ 141,676 $ 79,493 $ 62,183
Investing activities (26,896) (10,690) (16,206)
Financing activities (46,567) (45,260) (1,307)
Net increase in cash and cash equivalents $ 68,213 $ 23,543 $ 44,670
June 30, 2026 | 26
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Cash Flows from Operating Activities
The change in net cash flows from operating activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to an increase in net income of $61.6 million offset by a decrease in working capital of $3.9 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, unfavorable changes in inventory resulting from less UAN inventory being sold in the current period due to increased UAN prices decreasing consumer demand during the end of the second quarter of 2026, partially offset by favorable changes in deferred revenue resulting from more prepayments being received in the current period for new prepay contracts.
Cash Flows from Investing Activities
The change in net cash flows from investing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was due to an increase in capital expenditures of $16.4 million during 2026 resulting from increased spending in the current period on the diesel exhaust fluid expansion project at the Coffeyville Facility combined with various projects to be completed during the upcoming East Dubuque Facility turnaround.
Cash Flows from Financing Activities
The change in net cash flows from financing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to an increase in cash distributions paid of $3.8 million in 2026 compared to 2025, mostly offset by a decrease in payments related to finance lease obligations of $2.5 million.
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 and six months ended June 30, 2026 to these estimates.